The sole proprietorships with limited liability (EURL) can change their activity during their existence. To do this, they must follow a particular procedure and bring modifications to their statutes. Foundation-company-ricard gives you the Required information for change the corporate purpose of an EURL in a file including:
The single-member limited liability companies (EURL) can transform their field of activity during their existence. To do this, they must follow a specific approach and bring corrections to their statutes. Foundation-company-ricard provides you with information required for transform the corporate purpose of an EURL in a file including:
If the sole shareholder is the manager of the EURL whose corporate purpose is modified, the procedure to follow is quite simple. It is necessary to write a decision report of the sole shareholder in which the sole shareholder expresses his desire to change the corporate purpose of his company. This document must be inserted in the special register of decisions of the sole shareholder.
Once the decision of modify the corporate purpose of its EURL taken, a specific item must be mentioned in the minutes. This varies depending on whether the corporate purpose is extended (addition of activity) or modified (change of activity):
Case of the extension of the corporate purpose
Decision number [number] – Modification of the corporate purpose
The sole shareholder decides to extend, from [effective date of the modification of the corporate purpose], the corporate purpose to the following activities: [activities added].
Consequently, the article [modified article number] of the articles of association has been amended as follows:
“The purpose of the Company is: [new full corporate purpose]."The rest of the article is unchanged.
Case of modification of the corporate purpose
Decision number [number] – Modification of the corporate purpose
The sole shareholder decides to modify, as of " [effective date of the modification of the corporate purpose], the corporate purpose for: [new corporate purpose].
Consequently, the article [modified article number] of the articles of association has been amended as follows:
“The purpose of the Company is: [new corporate purpose]."The rest of the article is unchanged.
In some EURLs, the manager is not the sole shareholder. In this case, the corporate officer must convene the sole shareholder and send him a investigation report which he himself wrote and which describes:
La decision of the sole shareholder of EURL appearing in the minutes will be slightly more detailed than that provided for the sole managing partner:
Case of the extension of the corporate purpose
Decision number [number] – Modification of the corporate purpose
The sole shareholder, after having read the management report, decides to extend, from [effective date of the modification of the corporate purpose], the corporate purpose to the following activities: [activities added].
Consequently, the article [modified article number] of the articles of association has been amended as follows:
“The purpose of the Company is: [new full corporate purpose]."The rest of the article is unchanged.
Case of modification of the corporate purpose
Decision number [number] – Modification of the corporate purpose
The sole shareholder, after having read the management report, decides to modify, as of [effective date of the modification of the corporate purpose], the corporate purpose for: [new corporate purpose].
Consequently, the article [modified article number] of the articles of association has been amended as follows:
“The purpose of the Company is: [new corporate purpose]."The rest of the article is unchanged.
Once the procedure is completed, it is necessary to update the EURL statutes according to the decision taken by the sole shareholder to modify the corporate purpose of the company. The development of this update of the statutes of the EURL goes, theoretically, to the sole shareholder. However, he can very well delegate this task to the manager.
For this, a special decision must be included in its minutes:
Decision number [number] - Delegation of power
The sole shareholder grants all powers to the person in possession of a copy or extract of the articles of association to complete all legal formalities.
The manager must then modify the article of the statutes concerned (replacing the old information with the new), sign the first page of the statutes and insert the mention “certified in conformity”. It is not necessary to register the new statutes.
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The extent of the corporate purpose of an EURL must be notified to third parties by means of a legal announcement. This publication must be made in a newspaper of legal announcements covering the department of the head office of the EURL within a month after the sole shareholder has made his decision.
Notice of transformation of corporate purpose (extension of activity)
Company name: [EURL corporate name]
Shape : [legal form of the company: EURL]
The head office : [location of the EURL head office]
Share capital: [amount of share capital in €] euros
Siren number [siren number] SCR [city]
By decision dated [date of the decision to transform the corporate purpose], it was noted to extend the corporate purpose of the company, as of [effective date of the modification of the corporate purpose] in [activity description added]. The 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.
Notice of change of corporate purpose (modification of the existing corporate purpose)
Company name: [EURL corporate name]
Shape : [legal form of the company: EURL]
The head office : [location of the EURL head office]
Share capital: [amount of share capital in €] euros
Siren number [siren number] SCR [city]
By decision dated [date of the decision to transform the corporate purpose], it was noted to modify the corporate purpose [former corporate purpose] of the company, as of [effective date of the modification of the corporate purpose], to [new corporate purpose]. The article [will] 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.
The Trade and Companies Register (RCS) in which the EURL appears must make changes to the information it has. To do so, a complete file must be completed and submitted to the Center de Formalités des Entreprises (CFE) or to the registry of the commercial court or filed on the infogreffe.fr website. Must include:
It is necessary to respect the formalism to modify the corporate purpose of an EURL. This procedure is more complex for SARL. The sole shareholder, if he is the manager, makes a decision which he registers in a special register and then directly modifies his statutes. If there is another manager, a preliminary report must be sent to the sole shareholder. A legal announcement must then be published in a journal of legal announcements and a file must be subscribed and sent to the registry, the CFE or directly online.
Answer: The corporate purpose of an EURL is “the exercise of a commercial, industrial, craft, liberal or agricultural activity”.
Answer: The modification of the corporate purpose of an EURL can be done during an Extraordinary General Meeting (AGE). It is then necessary to draft a new act of partnership and submit it to a vote at the EGM. Once approved, the new corporate purpose must be filed with the registry of the commercial court.
Answer: A change in the corporate purpose may have legal and tax consequences for the EURL. Indeed, the new corporate purpose may require the filing of a new statute with the registry of the commercial court, as well as a new VAT declaration.
