legal announcement modification of the statutes

The legal announcement of modification of the statutes

Publication of legal announcement of statutory transformation: certain statutory changes require the distribution of a legal announcement in a newspaper authorized to receive them. Discover here the publication conditions, deadline to respect, content of the review and companies concerned (EURL, SARL, SASU, SAS or SA).

Drafting and distribution of a legal announcement for the statutory reform: certain statutory changes require the publication of a legal announcement in a newspaper authorized to receive them. Discover here the publication requirements, deadline to respect, content of the press release and covered entities (EURL, SARL, SASU, SAS and SA).

Legal notice required for statutory changes

Under company law, the publication of a legal notice is not imposed for all amendments to the statutes from a company. Those subject to this obligation are:

The closing date of the accounting year, although it appears in the articles of association, is not affected by this requirement.

In addition, the use of a journal of legal announcements (JAL) is mandatory for changes affecting the information required for registration in the Trade and Companies Register (RCS). These mentions can be mentioned in a separate act (such as a general meeting for the change of manager or auditor).

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Procedure to follow to publish a legal announcement of modification of the statutes

Above all, it is essential to underline that the decision to change the statutes must be taken by the body empowered to take this type of decision. This can be, for example, the extraordinary general meeting of the partners of a SARL, a SAS or an SA or even the sole partner of an EURL or a SASU.

To know the steps to follow according to each legal form:

Deadline to respect for the publication of the legal announcement of modification of the statutes

THEnotice of modification of the statutes must be published in the journal of legal announcements covering the department of the company's head office in the month following the change.

The company must choose the newspaper that will publish your ad. The countdown begins on the date of the holding of the extraordinary general meeting which modifies the articles of association or that of the decision-making of the sole shareholder (for single-member companies). In all cases, the legal announcement must be broadcast before filing an application for amending registration in the Trade and Companies Register (RCS).

In the event of non-publication of the announcement of modification of the statutes, any interested person may exercise an action for regularization within a period of three years.

Content of the legal announcement of modification of the statutes

A legal announcement of modification of the company statutes contains Required information which are the following:

The notice of insertion is signed by the legal representative of the company. To view examples of legal announcements depending on the nature of the planned modification:

  1. Model of legal announcement of extension of company duration,
  2. Statutory Auditor Replacement Legal Notice Template,
  3. Model of legal notice of reduction of company capital,
  4. Model of legal announcement of modification of corporate purpose of company,
  5. Model of legal announcement of modification of company name,
  6. Company registered office transfer legal notice template,
  7. Model replacement legal announcement,
  8. Capital increase legal announcement model.

Once the legal announcement has been published, a complete file must be compiled and filed with the registry of the commercial court or at the business formalities center on which the company depends.

 

What type of modification can be announced by the legal notice?

Reply :

Modifications to the articles of association of the partner(s) as well as the change of manager or legal form may be announced by the legal announcement.

What is the cost of a legal announcement of modification of the statutes?

Reply :

The cost of a legal notice of modification of the statutes depends on the size of the announcement, the newspaper in which it is published and the rates offered by the newspaper. The cost can vary between a few tens of euros and several hundred euros.

Is it possible to modify the articles of association of your company without going through a legal announcement?

Reply :

Yes, it is possible to modify the articles of association of your company without going through a legal announcement. However, the legal announcement is a means of becoming aware of the modifications made to the articles of association and of transmitting them to all the partners and to third parties.

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