The organizisations can be brought to change their corporate purpose. This process requires compliance with a certain formalism. Foundation-company-ricard offers you a detailed file on the formalities to be followed within the framework of a transformation of the corporate purpose of the company :
- Step 1: get the body authorized to amend the statutes to rule
- Step 2: publish a legal announcement for the transformation of the corporate purpose
- Step 3: update the information contained in the RCS
Modification of the objectives and articles of association of the company
During the life of the company, it is possible to change goals which had been established in the statutes, in adding or withdrawing from activities. When these activities have not been mentioned in the statutes, they must be included. It's about a exceptional modification of the statutes, for which it is necessary to convene the bodies that hold power within the company.
Change the corporate purpose of a SARL or EURL
For change the corporate purpose of an LLC, it is at theextraordinary general meeting of shareholders to decide it. It must be convened by the manager and must define a new social objective, which will modify the statutes of the SARL. For a EURL, the decision rests with thesole shareholder. It is generally recorded in a report.
Change the corporate purpose of an SAS or a SASU
The law allows the SAS great freedom regarding the modification of the corporate purpose. To find out which body is competent to modify the corporate purpose of an SAS, it is necessary to refer to the statutes. It is not necessarily necessary to take a collective decision, the statutes may provide that a decision will be taken by a specially created council, or by a general meeting. In SASU, the decision rests with the sole shareholder.
Transformation of the corporate object of a company and filing of a legal opinion
Any change affecting a company must be communicated to third parties. Thus, companies that modify, add or delete their social object must publish a communicated in a newspaper of legal announcements (JAL) at the latest one month after the act noting the change.
Le announcement of transformation of the corporate purpose must include the following information:
- Name of the company (and possibly its acronym),
- Legal status,
- Unique identification number,
- Share capital,
- Mention "RCS" followed by the name of the city of the registry where the company is registered,
- New corporate purpose.
Change of corporate purpose and submission of file to the CFE
A complete file must be submitted, completed and sent to the Business Formalities Center (CFE) or at the Registry of the Commercial Court. It should include the following:
- A copy of status updated dated and certified by the legal representative,
- A copy of theact deciding the change of corporate purpose certified by the legal representative (usually the minutes of the EGM),
- Un M2 form duly completed and signed,
- A certificate of publication in the journal of legal announcements,
- A check for payment of frais of graft.
Changing the corporate purpose involves modifying the company's articles of association. This requires an important formalism (regulatory formalities) and incurs a certain cost.
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Also to be consulted on the subject of transformations of company statutes:
