La manager transfer of a commercial enterprise can lead to more or less substantial legal tasks. The complexity of formalism will depend on the method of appointment of the leader. If the position was created in the statutes, the transformation will require an adaptation of the latter. Otherwise, a simple report will be sufficient. In any case, formalities must be completed with a newspaper of legal announcements and the Registry of the Commercial Court. This file presents a summary table of these procedures.
Internal regulations associated with a change of management
Taking a decision by the appropriate body
The change of leader can have several causes, such as a death, a resignation, a dismissal or the expiry of the mandate.
La appointment of new manager can be initiated by:
- One or more shareholders representing at least half of the shares in a SARL (with articles of association that may provide for a greater majority);
- The body designated in the SAS statutes (with statutes providing for the majority and the required consultation procedures);
- The sole shareholder of EURL or SASU.
The decisions have to be recorded in a written document called a record. For companies with several shareholders, this is an ordinary general meeting. For those who have only one shareholder, it is a decision report of the sole shareholder.
Amendment of the articles of association, if applicable
There are two ways to appoint the directors of a commercial enterprise: directly in the articles of association or indirectly by a separate document.
If you leader is appointed specifically about statutes neighborhoods, are the replacement requires action on the part of society.
La clause relevant must therefore be modified to include the surname, first name and address of the new agent.
Procedures to be followed to notify the renewal of the director
Inform third parties of the change of manager
When the shareholders ratify the replacement of the director, they must inform the external parties. “Third party” means any person likely to be interested in this information. To fulfill this obligation, a magazine and diffusion by legal notice must be carried out.
The notice in question must contain several peculiarities required, for example:
- The designation of the former business manager and the reason for his departure,
- The identification of the new manager and his date of entry into office.
The broadcast of a legal announcement of manager replacement can only be done in an authorized journal. It should be done within a month.
Submit a file to the registry of the commercial court
In addition, the company must ask the registry of the commercial court to carry out the modification of details, appearing on his Kbis extracts. To do this, it is required to submit a “request for amending registration in the trade and companies register”.
This request includes a online form specific (printed M3 or M3 SARL SELARL) and different documents : certificate of non-conviction and kinship of the new manager, copy of an identity document, copy of the minutes of appointment, copy of the updated statutes, certificate of publication of the legal announcement, etc.
Summary of the steps to take for a new leader
Foundation-company-ricard offers you a summary of procedures to follow, in order to achieve the formalities related to the arrival of a new leader :
| Steps | formalities | Tasks to perform |
|---|---|---|
| 1 | Designer the manager | Write minutes and decide by the competent body |
| 2 | Edit the statuses | On the occasion of a statutory appointment, modify the corresponding clause |
| 3 | Publish a legal announcement | Write an ad and place it in a newspaper |
| 4 | Fill an M3 form | Sign and complete an M3 form (SAS, SA) or M3 SARL SELARL |
| 5 | Obtain a new Kbis | Provide a complete file to the registry of the commercial court |
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