The Simplified Joint Stock Companies (SAS) have the opportunity to change their title during their existence. A procedure fairly rigorous must be applied, subject to observing the provisions of their statutes (with great freedom left by law). Business-and-Law presents you with a file on the procedure and steps to follow to perform a change of title for an SAS :
- Consult the statutes to know the procedure to follow.
- Modify the article of the SAS statutes
- Publish a legal announcement and send a file to the CFE
Examine the articles of association to change the commercial name of an SAS
Analyze the clauses set out in the SAS statutes
The SAS statutes offer a great freedom to change the corporate name. Collective decision-making by the partners is not not mandatory, unless otherwise stated in the articles of association.
The articles of association may also provide that the adoption of this decision be made by the president, by a board of directors, by a majority shareholder or otherwise.
If you feel like you want to take the statutes say nothing, unanimity of the partners will be required to change the trade name.
Meet the consultation conditions imposed by the statutes of the SAS
The procedures for consulting partners must also be provided for in the statutes, especially the shape. The articles of association may provide for the following methods of consultation:
- Meeting in person, by videoconference, teleconference or telephone,
- Consultation by post, fax, e-mail,
- Or by private or notarial deed signed by all the partners.
Respect the majority conditions required by the statutes of the SAS
Finally, it is important to respect the provisions contained in the articles of association in terms of decision making :
- Conditions quorum : number of shareholders who must be present or represented for the deliberation to take place;
- Conditions majority : number of votes required to adopt a resolution.
Procedure to be followed when the decision to change the trading name is taken by the shareholders
In practice, it is usual for the articles of association to provide that the modification of the commercial name of the SAS requires a decision of the partners. In this case, the president must draft a investigation report in which he:
- Expose them reasons change of trade name,
- Suggest a new trade name,
- And indicates that it is up to the shareholders to modify the statutes.
At the general meeting, a record must be written. It must contain at least the following information:
resolution number [number] – Change of trade name
The Extraordinary General Meeting, after having heard the reading of the Chairman's report, decides to adopt as the new commercial name, as of [Effective date of new name] : [New trade name].
Consequently, the article [Article number of the articles of association relating to the trade name] of the articles of association has been amended as follows:
“The name of the Company is: [New trade name]«
The rest of the article remains unchanged.
When shareholders delegate the task of modifying the statutes, they may include the following resolution in the minutes:
resolution number [number] – Delegation of power to complete the formalities
The general meeting delegates all powers to the bearer of a copy or an extract hereof for the purpose of performing all necessary acts.
Modification of the statutes of the SAS
Change the legal name of an SAS necessarily requires modify the statutes of the company. The previous denomination must be replaced by the new one, word for word.
Legal procedures to follow to change the corporate name of an SAS
Draft and publish a legal notice of modification of SAS's corporate name
When the decision to change the corporate name is taken, the company must notify third parties. Thus, it must compose a specific announcement called "legal announcement" and distribute it in a newspaper of legal announcements covering the department where the headquarters of the SAS are located, in the month following the date of the decision.
Un notice of modification of the company name of the SAS can be written as follows:
Legal notice of name change
Company name: [former company name of the SAS]
Form : [legal form of the company: SAS]
The head office : [place of SAS head office]
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.
Send a file at the Business Formalities Center
Once the statutory changes have been made, the information in the trade and companies register must be updated. For this, a request must be filed and sent to the registry of the commercial court or to the business formalities center (CFE). It must contain the following elements:
- A copy of the minutes of extraordinary general meeting deciding on the change of name of the SAS certified by the president,
- A copy of the statutes updated, dated and certified true by the president,
- A certificate of publication of a notice in a journal of legal announcements,
- A duly completed and signed M2 form,
- And a check payable to the registry of the commercial court for payment of formalities.
Changing the corporate name of an SAS requires compliance with all the requirements set out in the articles of association. In most cases, they are required to consult the partners. Subsequently, publicity steps must be taken. They can be carried out by the company or by the professional of their choice (chartered accountant, lawyer, online service).
What is the procedure for changing the corporate name of an SAS?
Reply :
The procedure for changing the corporate name of an SAS is as follows:
1. Adopt the minutes of the general meeting or of the shareholders, including the new name of the company.
2. Publish a notice in a journal of legal notices.
3. Make a statutory amendment to the articles of association.
4. Change the name on administrative and commercial documents.
What are the legal consequences of changing the corporate name of an SAS?
Reply :
Changing the corporate name of an SAS has important legal consequences. The modification may lead to modifications of the existing contracts and of the rights and obligations of the partners. The modification may also modify tax rights, regulatory obligations and accounting obligations. It is therefore important that all these considerations be taken into account before proceeding with the modification of the corporate name of an SAS.
What are the steps to take to change the corporate name of an SAS?
Reply :
To change the corporate name of an SAS, it is first necessary to adopt the minutes of the general meeting or of the partners, including the new name of the company. Then, you must publish a notice in a newspaper of legal announcements. Then, it is necessary to make a statutory modification of the statutes. Finally, the name must be changed on the administrative and commercial documents.
