It is possible, for a limited liability company (SARL) Of change your company name during social life. This decision implies a certain formalism to be respected, which requires a modification of the statutes. Foundation-company-ricard offers you a file on the steps and steps to be done to achieve a modification of the company name of an LLC ; to know :
- Organize a general meeting to decide on the name change
- Adaptation of the article of the statutes of the SARL
- Publication of a legal announcement and sending of a file to the registry
Convene a general meeting to change the name of the SARL
La modification of the company name of an LLC requires an adaptation of the statutes and in particular the adjustment of an article.
In this case, the manager must, organize an extraordinary general meeting (and not an ordinary meeting) in order to discuss name change. He must also write a brief investigation report in which he:
- explain the raisons business name transformation,
- proposes a new trade name,
- specifies that it will be up to the partners to modify the article of the statutes concerned.
Gather the majority conditions required for SARLs
La decision to change the name must be taken collectively by the associates, under the quorum and majority conditions required for extraordinary decisions, i.e.:
- For LLCs founded before August 4, 2005
- Quorum: none
- Majority: partners representing at least three quarters of the shares
- For LLCs created on or after August 4, 2005 (or earlier but which have opted for the new regime)
- Quorum: a quarter of the partners present during the first consultation or a fifth during the second consultation (a higher quorum may be required in the statutes)
- Majority: two-thirds of the shareholders present or represented (a higher majority may be provided for in the articles of association, without being able to claim the unanimity of the shareholders)
When the resolution is voted on by the partners, the article of the statutes concerned must be amended accordingly. It is then appropriate to insert a special resolution in the minutes of the extraordinary general meeting, which can be inspired by this one:
Resolution no. [number] – Change of trade name
The extraordinary general meeting, after having heard the reading of the report of the management, decides to adopt the [New trade name] as a new corporate name, from [Effective date of business name transformation].
Consequently, the article [Article number modified] of the articles of association has been amended as follows:
“The name of the Company is: [New trade name] »The rest of the article has not been changed.
Change the statutes of the SARL
Last step of the procedure: carry out the modification of the statutes of the SARL. To do this, it suffices to take into account the modifications set out in the minutes of the extraordinary general meeting. In the article of LLC status concerned, the initial statement will be replaced by the new one (text replacement).
It is not mandatory to have the partners sign again, the manager can affix "certified true" on the first page (a signature will still be necessary). Moreover, no registration formality is required for this type of statutory modification.
Administrative formalities to be carried out to change the company name of an LLC
Publish a notice of modification of the company name of SARL
When a transformation affects the statutes of a company, third parties must be informed. This notification takes the form of a publication called legal notice. It must be reproduced by an announcement organ called "legal announcements journal" (JAL) covering the department where the company's head office is located, within one month of the date of the extraordinary general meeting.
Here's a very model of notice of change of name of limited liability company :
Notice of change of corporate name
Company name: [former company name of the SARL]
Form : [legal form of the company: SARL]
The head office : [place of the registered office of the SARL]
Share capital: [amount of share capital in €] euros
Siren number [siren number] RCS [city]
By decision of the Extraordinary General Meeting dated [date of EGM] it was noted to change the name of the company, as of [effective date of name change], [new corporate name]. Article [number] of the Articles of Association has been amended accordingly.
The legal deposit will be made in the trade and companies register of [city].
For notice and mention.
Present a file at the Business Formalities Center
In order for the clerk to make changes to the information appearing in the Trade and Companies Register (RCS), the SARL must send a complete file to the Business formalities center (CFE) or at the registry of the commercial court:
- A copy of the EGM minutes deciding on the name change of the SARL, certified by the legal representative,
- A copy of the articles of association updated, dated and certified true by the manager,
- A certificate of publication of a notice in a journal of legal announcements,
- A completed and signed M2 form,
- And a check payable to the registry of the commercial court for the settlement of formalities.
Changing the corporate name of an LLC is a procedure that can be simple in practice. It is advisable to convene an extraordinary general meeting, have the partners approve the change of name, modify the articles of association, issue a legal announcement and file a complete file with the CFE or the registry of the commercial court.
Looking to change your name? Use our partner online service: I modify !
To read also on the subject of transformations of SARL statutes:
