Throughout its existence, a company may need modify its statutes for various reasons (change of corporate name, corporate objective, head office address, etc.). However, each statutory amendment requires a process and a certain formalism. Foundation-company-ricard reveals the steps to follow to modify the articles of association of a company :
- Step 1: make the decision to modify the articles of association and rectify them
- Step 2: Publish a legal announcement to inform about statutory changes
- Step 3: update the commercial register information
Reasons why a company's articles of association can be amended
Once a clause of the constitution of a Company is revised, it is necessary that update its statutes. The most frequently modified clauses are those concerning the company name, the company object, the registered office, the share capital, the duration, the management staff, the auditor or even the accounting year.
All of these changes to the company's articles of association are described in separate publications:
- Change the name of a company,
- Transfer the registered office of a company,
- Replace the manager of a company,
- Extend the life of a company,
- Change the auditor,
- Increase the capital of a company,
- Decrease the capital of a company,
- Change the corporate purpose of a company.
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Steps to change the articles of association of a company
The follow-up of a procedure particular is necessary for modify the articles of association of a company. This procedure will vary depending on the type of company and the number of partners that make it up: one or more. THE formalism is simpler for one-person companies.
Decision to change the statutes of a company
Decision in SARL/EURL
En SARL, associates take collective decision to modify the statutes of their business. They must be convened by the management and have at their disposal a report from this body. There resolution of change must satisfy quorum and majority conditions (other percentages may be specified in the statutes of the LLC, except for those prohibited by law):
- SARL created before August 4, 2005
- Quorum: Not applicable
- Majority: Associates holding at least three quarters of the shares
- SARL created on August 4, 2005
- Quorum: A quarter of the shares on first consultation then a fifth on second consultation
- Majority: Partners holding at least two-thirds of the shares
As for theEURL, it's'sole shareholder who takes the unilateral decision. A declaration must be issued and inserted in a special register. THE EURL statutes are then modified.
Decision in SAS/SASU
For SAS, the decision can be taken by a partner, the manager or a specially created body. But generally, the partners make the decision collectively. The forms and conditions to be respected are mentioned (majority, quorum, consultation procedures, etc.). For certain modifications, it is obligatorily the shareholders who make the decision collectively: capital increase, merger, demerger, appointment of the auditor, approval of the annual accounts and distribution of profits, loss of more than half of the share capital, dissolution then liquidation, transformation into another form of company and control of regulated agreements. For the most important decisions, unanimity is required:
- Adoption of a inalienability clause, An approval clause for share transfers, or an exclusion clause,
- Transfer of the registered office abroad,
- Or any other operation resulting in an increase in the commitments of one or more partners.
Since July 21, 2020, the exclusion clauses which do not increase the commitments of the partners can be adopted or modified under the conditions provided for in the articles of association.
Regarding the SASU,sole shareholder exercises the same prerogatives as SAS partners. He must therefore comply with the conditions imposed by the statutes to make the decision to modify the statutes of its SASU.
Registration of the act of modification
Certain modifications of statutes require that the minutes be recorded by the registration unit of the business tax service in the a month following its date of writing. It will then be necessary to provide the record, proof of identity partners (if not the sole partner) and the tax stamp (the amount is in principle €30).
Certain transformations of capital or transformation of an EURL into a SASU are covered by this rule.
Publication of the decision to amend the articles of association
It is generally necessary to publish a legal announcement of modification of the company statutes. A notice, containing mandatory information, must be inserted in a newspaper of legal notices, specially authorized to distribute them. Please note, however, that certain changes do not require such an announcement (this is particularly the case when the closing date of the financial year is postponed).
The deadline for publication is fixed at a month as of the modification and the journal must cover the department of the location of the company's registered office.
To access legal notice templates:
- thelegal announcement of a change in the corporate purpose of a company,
- thelegal announcement of the transfer of the registered office of a company,
- thelegal announcement of a company's capital increase,
- thelegal announcement of a change in the name of a company,
- thelegal announcement of extension of the duration of a company,
- thelegal announcement of the transformation of an EURL into a SASU.
Submission of a file to the CFE or to the commercial court
When information contained in the Trade and Companies Register (RCS) is amended, complete file must be sent to the business formalities center (CFE) or to the registry of the commercial court to which the company belongs. In most cases, here is the list of parts to be attached:
- a copy of the articles of association signed and certified by the manager,
- an M2 and possibly M3 type form,
- a copy of the act under which the decision was taken (minutes),
- a document justifying the new situation (certificate of filiation and non-conviction of the new manager, proof of occupation of the premises, etc.),
- a certificate of publication in a newspaper of legal announcements,
- a check payable to the registry of the commercial court for payment of status change costs (formalities).
Do you want to modify your statutes? Use our partner service: I modify !
Modifying the articles of association of a company requires following a procedure. The steps are more numerous in companies with several partners.
