A simplified joint stock company or "SAS" peut alter its purpose during its duration. This transformation to requires compliance with methodology provided for by the statutes (the law giving them great freedom). Foundation-company-ricard offers you a file on the steps to follow to make a change of corporate purpose of SAS :
- Consult the statutes of the SAS to know the procedure
- Altered the clause of the articles of association concerned
- Carry out certain formalities required by law
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The extraordinary general meeting, after having heard the reading of the president's report, decides to delegate to the president the power ofcomplete all the formalities and to make the necessary changes to the corporate purpose.
To know the procedure to follow to modify the corporate purpose of an SAS, it is therefore necessary to refer to the statutes of the company.
Learn about the statutes to know the procedure to follow
Check the statutes of the SAS to understand the method to apply
The situation of the SAS is special because it enjoys great freedom on the legal level. THE statutes of an SAS may include details of how decisions are made. There transformation of the corporate purpose of an SAS does not systematically require the vote of the partners (but this can be stipulated in the articles of association).
It is conceivable that the decision to change the corporate purpose be taken by:
- The manager of the SAS (the president in the event of a single management, for example),
- A board of directors set up by the statutes,
- Or a majority shareholder.
Attention, if the statutes do not specify anything, theunanimity of the partners will be necessary to transform the corporate purpose. Moreover, it is not recommended to leave the power to modify the statutes to the president, because his competences in this respect are limited.
Check the specificities of consultation provided for in the statutes of the SAS
If the collective decision-making of the partners is provided for in the articles of association, the terms of consultation :
- In a general meeting (at a defined location, by videoconference, teleconference or telephone),
- By mail, fax or email,
- About private deed or notarial deed.
Respect the majority thresholds imposed by the statutes of the SAS
The quorum and majority requirements to be respected for the adoption of decisions are freely established by the articles of association, but cannot deprive a shareholder of his right to vote (with certain exceptions).
Example of procedure to follow when the decision to transform the corporate purpose is taken by the partners
In practice, most SAS statutes require a collective decision by the partners to modify the corporate purpose. This decision is recorded in the minutes, after the establishment and reading of a special report by the manager (president). This report should be short and include:
- Reminder of the corporate purpose preceding the transformation,
- Presentation of raisons change of corporate purpose,
- Proposition a new corporate purpose or request to add a new activity,
- And indication that the power to modify the statutes belongs to the partners.
Concerning record, here is an example statement:
-> Case of the extension of the corporate purpose
resolution number [number] – Modification of the corporate purpose
The Extraordinary General Meeting, after having heard the reading of the Chairman's report, decides to extend, as of [Effective date of change of corporate purpose], the corporate purpose to the following activities: [Added Activities]
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.
-> Case of modification of the corporate purpose
Resolution number [will] – Modification of the corporate purpose
The Extraordinary General Meeting, after having heard the reading of the Chairman's report, decides to modify, as of [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.
If the partners do not wish to make the changes to the articles of association themselves (or complete other formalities), they can sign this resolution:
resolution number [number] – Delegation of power to complete the formalities
The extraordinary general meeting, after having heard the reading of the president's report, decides to delegate to the president the power ofcomplete all the formalities and modify the content of the social status.
To know the method to follow to change the corporate purpose of an SAS, it is necessary to refer to the statutes of the company.
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All members entrust all their rights to whoever has a copy or an extract of these documents, to fulfill all legal formalities.
Revise the statutes of the SAS
La transformation of the corporate purpose of an SAS has an impact on its statutes that it is necessary, in this case, amend. The old corporate purpose can be extended (new tasks are added to existing ones) or modified (replacement of the corporate purpose and/or implementation of new activities).
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Legal formalities to be carried out to change the corporate purpose of an SAS
Publish a legal notice of modification of SAS
Once the decision to change the corporate purpose of a company in the Trade and Companies Register (RCS) has been taken, a notice called "legal announcement" must be written and published in a special journal within a certain period: within one month of the date of the decision. This journal is specific and is called a journal of legal announcements and must cover the department of the SAS head office. Here are two examples oflegal announcement of modification of SAS corporate purpose :
Notice of change (case of activity extension)
Company name: [corporate 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 extend the corporate purpose of the company, as of [effective date of name change] 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 (case of modification of the existing corporate purpose)
Company name: [corporate 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 modify the corporate purpose [former corporate purpose] of the company, from [effective date of change of corporate purpose], [new corporate purpose]. 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.
deposit a file at the Business Formalities Center
For the changes to be effectively made to the Trade and Companies Register (RCS), a specific file must be compiled and sent to the Business Formalities Center (CFE) or to the registry of the commercial court. Deposit can also be made online on the internet. Here is its composition:
- A copy of the minutes of the extraordinary general meeting deciding on the change of corporate purpose of the SAS, certified true 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 the settlement of formalities.
The procedure to be followed to modify the corporate purpose of an SAS must be provided for in the articles of association. It can result from a collective decision of the partners but it is not obligatory. In all cases, it is up to the statutes to designate the body or persons empowered to make the decision as well as the resulting conditions. The process is easier for SASU.
Do you want to change your corporate purpose? Use our partner service: Relocation of the registered office of an SAS
SAS name change
Increase in the share capital of an SAS
Replacement of the president of an SAS
What is the corporate purpose of an SAS?
The corporate purpose of an SAS is all the activities in which the company engages, defined in its statutes.
How to modify the corporate purpose of an SAS?
To modify the corporate purpose of an SAS, the statutes of the company must be modified. This modification must be validated by the General Meeting of shareholders.
What documents must be provided to modify the corporate purpose of an SAS?
To modify the corporate purpose of an SAS, you must provide a Cerfa form n°14462*01 accompanied by the new articles of association and the minutes of the General Meeting of shareholders.
