THEprofessional activity by company may improve over time. She can expand to other areas or, conversely, restricted to a particular sector. Whichever option you choose, a change of corporate purpose lead to the fulfillment of legal procedures. It is necessary to modify the statutes of the company and to make the formalities of publicity.
But before getting there, it is important to remember that the change of activity has significant impact, particularly in the area of taxation. Be sure to find out about this before taking the legal steps involved.
Change of purpose: the steps required to modify the articles of association
Purpose is one of the foundations of business ventures. It is one of the information required in the statutes. To modify it, the organization concerned must rule.
The partners decide on the transformation of the corporate purpose
Generally, the law allows associates to decide on the change of the corporate purpose of their company. But not all types of legal structures are concerned.
If you feel like you want to take the partners in SARL are required to rule on such a change, the SAS can attribute this competence to a body they designate. It can be a special committee.
En EURL, it's'sole shareholder who makes that decision. For the SASU, Those are the statutes who determine who is entitled to decide on the allocation of this power and, most often, it is thesole shareholder.
Here are the voting conditions (quorum and majority) that apply:
| Status | Voting requirements |
|---|---|
| EURL | Unilateral decision of the sole shareholder |
| SARL | Decision of the partners by a majority of 66,67%, on a quorum of 25% (then 20%) |
| SASU | Unless otherwise provided in the articles of association, unilateral decision by the sole shareholder |
| SAS | Quorum and majority conditions specified in the company's articles of association |
When the vote is over, a record is drawn up and signed by the legal representative (manager or president).
Modify the provision of the articles of association affected by the change
Once the change has been validated by the competent body, the legal representative must proceed with the rectification of the statutes. To this end, it must be inspired by the resolution adopted by the partners because it must accurately reflect the new purpose. We must therefore resume word for word.
The partners no longer have the obligation to sign the amended articles of association. This task is the responsibility of the legal representative who must also indicate the words "certified in conformity".
Formalities to be complied with to modify the corporate purpose of the company
Companies wishing to change their corporate purpose must complete two legal procedures : publish an advertisement in a specialized newspaper and submit a request for modification of the Kbis extract to the registry of the commercial court.
Write a legal notice
A legal announcement must be published in a Newspaper of legal notices (JAL). This publication aims to inform third parties of the modification of the corporate purpose and must be made within one month of the date on which the decision was taken. It must include specific information, such as the effective date of the change and the new corporate purpose.
Do you want to change your corporate purpose? Use our partner service: I change !
Request an amending entry at the registry
The file to be filed with the registry includes a online form and several vouchers : a copy of the updated articles of association, a copy of the minutes and a copy of the certificate of publication issued by the JAL.
To read also on the change of corporate purpose:
What is the object of the change?
Réponse:
The change of corporate purpose consists of modifying the activities for which a company was created and adapting them to new market requirements.
What are the documents to provide?
Réponse:
To change the corporate purpose, the company must file a file with the administration including an extract from the amended articles of association, a draft decision and an independent expert report if applicable.
What is the process to follow?
Réponse:
The process to be followed to modify the corporate purpose consists in drafting and approving the new statutes by the general meeting, then submitting the file to the administration. Once the file has been accepted by the administration, the company can begin to exercise its new activities.
