The stipulations of the statutes of an EURL must comply with the provisions imposed by the Commercial Code. The law therefore requires that certain essential data be mentioned in the statutes of the EURL. Additional information may also be included depending on the needs of the sole partner.
a> must be deposited with a bank or savings bank.
The statutes of an EURL must specify the following elements :
Below is additional information on some of these mandatory elements:
The articles of association must provide for the duration of the EURL, knowing that it cannot be more than 99 years old from the date of registration in the trade and companies register. At the end of this period, the sole shareholder may extend the lifetime of the EURL.
La EURL corporate name is indicated on all documents issued by the company, it is its "name".
The founding partner is free in the choice of this one but he must carry out a prior art search with the INPI to ensure that the company name envisaged is available. He may, moreover, change the corporate name of its EURL later.
The statutes indicate in detail what is thepurpose of the EURL. To be valid, it must be lawful and have a civil, commercial or liberal nature.
The following statement appears at the end of this article: The company may carry out all industrial, commercial and financial, movable and immovable transactions that may be directly or indirectly related to the corporate purpose and to any similar or related purposes that may promote its development."
Finally, a last mention generally indicates that the company can take stakes in other structures, new or existing, having a link with its corporate purpose.
The corporate purpose may, during its existence, be subject to modification (addition of activity or replacement). For more information : modify the corporate purpose of an EURL.
Le EURL head office can be fixed in any place, in premises that it owns or rents. In some cases, it can be established at the manager's domicile (we speak of domiciliation) permanently (when no stipulation or legislation goes in the opposite direction) or temporarily (it cannot then exceed 5 years).
During social life, it is authorized to carry out a transfer of the EURL head office respecting a certain formalism.
The amount of the share capital of the EURL should be specified in the articles of association: the amount of the share capital is set at (amount in euros).
Then, the statutes indicate the number of shares that make up this share capital and their numbering. The statutes of the EURL must indicate whether the shares have been fully or partially paid up.
It should be noted here that the share capital of an EURL may be subject to increase later.
For example : an EURL has a share capital of 20 euros divided into 000 shares with a nominal value of 1 euros each and numbered from 000 to 20.
First of all, it is necessary to indicate the identity of the sole shareholder and the amount in euros contributed in cash.
It should then be indicated whether these contributions are paid in full o
The statutes of theEURL mention the amount of the share capital, which must be paid up by at least one-fifth of its amount upon incorporation, and the balance must be deposited in an account opened in his name within 5 years. The contact details of the establishment which has accepted these funds must be indicated in the statutes, and the amount released on presentation of the Kbis extract.
When contributions in kind are made to the EURL, the statutes mention:
If a contribution auditor is appointed, his report must be appended to the EURL's statutes.
The Commercial Code does not provide enough for the proper functioning of the EURL, it is necessary to add to these statutes additional clauses. Here are some clauses to add to the statutes of the EURL.
The manager of the EURL can be appointed in the articles of association or by decision of the sole shareholder. It can therefore be named in the statutes or provide that the sole shareholder can appoint him.
Next, we still need to define the role of the manager: the powers available to him, the length of his term of office, his remuneration, the procedures for termination of office (dismissal, resignation, etc.).
This clause indicates the date on which the accounting year begins and ends. The formula is as follows: “the financial year begins on … and ends on … of each year. »
Generally, the accounting period has a duration of one year. It is possible to derogate from this rule for the first financial year (for example the beginning of December N and the end of March N+2).
The statutes of an EURL provide that the functions normally devolved to the general meeting of shareholders are delegated to the sole shareholder, and that the decisions taken are recorded in writing.
If contributions to the partner's current account are planned, it is possible to detail their operation (contributions, refund conditions, remuneration, immobilization…) either in the statutes or in a separate contract.
Learn more about operation of partner current accounts.
It is also possible to provide in the articles of association: the distribution of profits, the methods of liquidation, the methods of sharing the liquidation bonus, and the conditions for the transmission of shares.
In addition, the single partner can anticipate the transition to a SARL by specifying the operation of the company in the articles of association with several partners.
The drafting of the statutes of an EURL must be carried out in a formal manner, through a notarial deed (if a property subject to land registration is contributed in kind) or a private signature. To be valid, the deed must be initialed and signed by the sole shareholder and marked "read and approved".
Depending on the case, it may be necessary to add documents to the EURL statutes. These annexes may include in particular:
The drafting of the articles of association is an important step in the procedures of creation of an EURL. It is therefore necessary to pay particular attention to them and to plan for their eventual passage into a multi-personal company. Once these formalities have been completed, theEURL registration in the Trade and Companies Register (RCS) can be made.
