write them statutes of a company is a necessary step to finalize a business creation request. Before this step, several questions must be examined in order to gather the information necessary to draw up the statutory provisions. Foundation-company-ricard discusses in this article the main questions to consider when writing the articles of association.
La drafting of company articles of association is an important step in completing an incorporation file. Before looking at the statutes, several points will have to be taken into account to obtain the information necessary for the drafting of the statutory clauses. Foundation-company-ricard discusses in this post the key issues to consider when drafting a company's articles of association.
La drafting of articles of association of a company is an action to be performed to finalize a creation file. Before being able to work on the statutes, multiple questions will have to be answered to obtain useful information for the drafting of the statutory clauses. Foundation-company-ricard addresses in this post the main points to consider when writing the articles of association of a company.
La drafting of company statutes is a job to be done to complete the incorporation file. Before looking at the statutes, many questions will have to be addressed to obtain the data necessary for the elaboration of the statutory clauses. Foundation-company-ricard discusses in this post the main points to consider when writing the articles of association.
La drafting of company articles of association is a task to be carried out in order to carry out a business creation request. Before this step, several questions will have to be studied to gather the information necessary for the development of the statutory provisions. Foundation-company-ricard discusses in this post the main issues to consider when drafting the articles of association.
Write the statutes of a company is an essential step to complete a creation request. Before this step, different questions must be examined to obtain the information required to draw up the statutory provisions. Foundation-company-ricard addresses in this post the key issues to consider
Select the legal form of the future company
Before proceeding with the drafting of the statutes, it is essential to determine those legal form of the company will be chosen : SARL ou EURL ? SAS or SASU? CNS ? civil society… ?
This is why detailed decision making is necessary. To assist you in this step, we offer this article: choose the legal status of your company.
Distribution of shares between partners or shareholders
This aspect can be difficult to settle when it comes to a large project involving several partners or shareholders.
The founders must agree on the distribution of shares.
If necessary, they will be able to benefit from a legal structure which allows them to create various categories of shares, for example an SAS.
Share capital: amount and composition
Partners or shareholders must define the amount of share capital, which must absolutely appear in the statutes of any company. It is also necessary to choose between a fixed share capital and a variable share capital.
In addition to the amount, it is essential to specify the capital structure: contributions in cash? contributions in kind? or both and in what proportion?
Finally, for contributions in cash, it is necessary to decide on the terms of release: full payment to the constitution? partial release? and to which organization they will be deposited in a blocked account?
Corporate governance
Depending on the type of legal structure chosen, the first managers are not always named in the articles of association. But, when they are, they are designated in a separate act added to the statutes.
The founders must agree on the governance of the company to come :
- What is the governing body?
- What powers are granted to him? Are prior authorizations required?
- What are the salaries awarded in return?
- What is the term of office?...
Votes at the general meeting
The founding members must also agree on the shareholder voting procedure :
- What are the majority thresholds required for ordinary decisions?
- What are the majority thresholds required for extraordinary decisions?
- Is a quorum necessary?
- Is a postal vote provided for certain provisions?
- What information should be provided to partners or shareholders, and how?
The end of the annual accounts
The statutes of the company to come must indicate the end date of the annual accounts. The founders have to make a decision about this.
We recommend that you read this article from Accounting-Easy on this subject : the end date of the accounting year - the duration of the first financial year.
Relationship of shareholders or partners
In addition to the rules for making decisions in meetings, the partners or shareholders of the future company must reflect on their relationships.
Depending on the type of company chosen, different solutions can be considered:
- Include a inalienability clause,
- Include an exclusion clause,
- Include a preemption clause,
- Modify the conditions for accepting new associates,
- Manage conflicts between partners: arbitration, conciliation, buy or sell clause?
- The process to follow in the event of the death of a shareholder or partner,
- Should the elements be provided for in a partner pact?…
Steps before drafting the articles of association
Before drafting the articles of association, several points must be addressed, including:
- What is the activity of the future company?
- What is the corporate name and/or trade name to remember? Is it necessary to check if there is an anteriority?
- Where will the head office be located?
- Are there contributions in kind? If so, what are the terms?
- Who will be the principal and alternate auditors?
- Is it necessary to produce a statement of acts performed on behalf of the company?
- How will associate current accounts work (contribution, remuneration, blocking, reimbursement, etc.)?
