How to modify the corporate purpose of a SARL?

A SARL can at any time transform your business. This surgery requires suivre a certain method,carry out several steps and in particular of to change the mentions of the statutes. Foundation-company-ricard offers you a file on the administrative procedures to achieve and the steps to complete for the modification of the corporate purpose of a SARL:

• Hold an extraordinary general meeting
• Revise the relevant bylaws clause
• Carry out mandatory procedures

Adopt the transformation of the corporate purpose of a SARL during a general meeting

Organize an extraordinary general meeting of the partners of the SARL

Any change affecting the statutes must be made at an extraordinary general meeting. The shareholders must be convened by the manager of the SARL. The latter must also write and send to the partners a report that contains:

• Le reminder of the activities carried out before the change of corporate purpose,
• Le justification for the modification of the corporate purpose,
• La proposal for a new corporate purpose (Intergovernmental Panel on Climate Change) and the adding an activity to the existing corporate purpose.

Concerning I'EURL, the procedure is very simplified.

Approve decisions with required majorities

In SARLs, resolution approval decisions relating to a modification of the articles of association must be taken in accordance with certain quorum and majority conditions. These rules depend on the date of creation of the company and, possibly, on the provisions provided for in the articles of association. Here is a summary of the provisions in force:

• LLCs incorporated before August 4, 2005
  • Quorum: without
  • Majority: partners representing at least three quarters of the shares
• SARL incorporated from August 4, 2005 (or those formed before but which have aligned themselves with this regime)
  • Quorum: a quarter of the partners present for the first consultation or a fifth for the second consultation (the statutes may provide for a higher number)
  • Majority: two-thirds of the shareholders present or represented (unless a greater majority is provided for in the articles of association)

Once the resolution to modify the corporate purpose has been adopted, the partners must change the statutes of the LLC. A specific resolution must be recorded in the minutes of the extraordinary general meeting.

–> In case of amplification of the corporate purpose

resolution number [number] – Modification of the corporate purpose

The extraordinary general meeting, after hearing the reading of the management report, decides to extend, from [Effective date of change of corporate purpose], the corporate purpose to the following activities: [Activities added]

Consequently, the article [Number of statutes modified] of the articles of association has been amended as follows:
“The purpose of the Company is: [New complete social object]."

The rest of the article is unchanged.

–> In case of transformation of the corporate purpose

Resolution number [will] – Modification of the corporate purpose

The Extraordinary General Meeting, after having heard the reading of the management report, decides to modify, from [Effective date of change of corporate purpose], the corporate purpose for: [New corporate purpose].

Consequently, the article [Number of statutes modified] 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.

Take the decision to transform the corporate purpose of a SARL during a general meeting

Organize an extraordinary general meeting of shareholders of the SARL

Any decision affecting the statutes must be taken at an extraordinary general meeting. The partners must be summoned by the manager of the SARL. The latter must also prepare and send shareholders a report including:

• Le reminder of the activities carried out before the transformation of the corporate purpose,
• The explanation of reasons for change of corporate purpose,
• La proposal for a new corporate purpose (Intergovernmental Panel on Climate Change) and the adding an activity to the existing corporate purpose.

Regarding theEURL, the procedure is considerably simplified.

Validate the decisions according to the required majorities

In SARLs, resolution approval decisions relating to a modification of the articles of association must be taken in accordance with certain quorum and majority conditions. These rules depend on the date of creation of the company and, possibly, on the provisions provided for in the articles of association. Here is a summary of the applicable legal provisions:

• LLCs incorporated before August 4, 2005
  • Quorum: not planned
  • Majority: partners representing at least three quarters of the shares
• SARL incorporated from August 4, 2005 (or those formed before but which have aligned themselves with this regime)
  • Quorum: a quarter of the partners present on the first consultation or a fifth on the second consultation (the statutes may provide for a higher number)Alter the dedicated article of the statutes of the SARL

    The procedure for transforming the corporate purpose results in a replacement of indications present in the statutes of the LLC. It is advisable to be equipped with the minutes of the extraordinary general assembly and to substitute, in the article concerned, the old references by the new ones (literally).

    As a general rule, the statutes are not renewed by the partners. The manager affixes a mention "verified conform" on the statutes on the first page and signs. The formalities related to registration at the tax office are not required.

    By default, it is up to the partners of the SARL to make these statutory changes. But they have the option of delegating them to the manager, for example. To do this, they must insert an additional resolution in the meeting minutes:

    Resolution No. [will] – Delegation of power to carry out formalities

    The general meeting grants full powers to the bearer of a copy or extract of these minutes for the purpose of completing all legal formalities.

    a>

  • Modify the statutes of an LLC
  • Modify the statutes of a SASU
  • Modify the statutes of an SAS
  • Modify the statutes of an EURL

  Administrative procedure to be carried out to change the corporate purpose of a SARL

  Write and publish a notice of modification of the corporate purpose of SARL

  When the partners of a SARL modify the corporate purpose of their company, they must inform third parties. To do this, it is necessary to write and publish a special announcement called legal notice on a press journal authorized to receive them (journal of legal announcements). The chosen media outlet must cover the head office department and the message must be published in the month following the general meeting. here is a sample notice of modification of corporate purpose of SARL :

  Notice of modification of corporate purpose (extension of activity)

  Company name: [company name of the LLC]

  Shape : [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] SCR [city]

  By decision of the Extraordinary General Meeting dated [EGM date] it was noted to extend the corporate purpose of the company, as of [effective date of the change of corporate purpose], To [description of the activity added]. 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.

  Notice of modification of corporate purpose (modification of the existing corporate purpose)

  Company name: [company name of the LLC]

  Shape : [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] SCR [city]

  By decision of the Extraordinary General Meeting dated [EGM date] it was noted to modify the corporate purpose [former corporate purpose] of the company, as of [effective date of the change of 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.

  Send a file at the Business Formalities Center

  For the changes to be recorded in the SARL register (trade and companies register – RCS), a file must be submitted and sent to the Center de Formalités des Entreprises (CFE) or at the registry of the commercial court. This document should include the following:

  • A copy of the minutes of the extraordinary general meeting deciding on the change of corporate purpose of the SARL, certified true by the manager,
  • 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,
  • As well as a check payable to the registry of the commercial court for the settlement of formalities.

  The modification of the corporate purpose can also be made online. This approach essentially saves time.

  Modifying the corporate purpose of a SARL requires little formalism. The manager must convene the shareholders in an extraordinary general meeting, have the change approved, update the articles of association, publish a legal notice and complete a file.

   

  Do you want to change your corporate purpose? Use our partner service: I change !

   

  Also read on

  • Alteration of the name of an LLC
  • Moving the headquarters of an LLC
  • Increase in the capital of an LLC
  • Replacement of the manager of an LLC

  What is the corporate purpose of an LLC?

  The corporate purpose of a SARL is defined in the statutes and determines the activities that can be carried out by the company. These activities can be commercial, industrial, civil or mixed.

  How to modify the corporate purpose of a SARL?

  To modify the corporate purpose of an LLC, the articles of association of the company must be modified. This modification must be approved by the partners at a general meeting and then be filed with the registry of the commercial court.

  Are there any restrictions on changing the corporate purpose of an LLC?

  Yes, there are restrictions on changing the corporate purpose of an LLC. For example, the modification may not be made for the purpose of carrying out activities that are illegal or prohibited by law. In addition, it must not infringe the rights of partners and third parties.