Throughout the existence of the company, the statutes of a sole proprietorship with limited liability (EURL) must be modified when the sole shareholder takes a decision specific (transfer of the registered office, change of the corporate name and of the manager; change of the manager of the company, etc.), the modification requires following a process specific and respect formalities. THE necessary steps to modify the rules of an EURL are presented in the following document:
- Make the minutes of the vote of the sole shareholder.
- Modify the statutes of the EURL
- Make an official announcement
- Submit a file to the CFE
Reasons to modify the statutes of an EURL
In general, when a clause of the statutes of an EURL is modified, it is necessary change the statutes. You will find below the most common statutory changes in practice:
- Modification of the corporate name of the EURL,
- Modification of the corporate purpose of the EURL,
- Transfer of the head office to the EURL,
- Change of manager at EURL,
- EURL capital (or its reduction),
- The entry of new partners into the capital of the EURL,
- Merger of the EURL with another company
- Dissolution of the EURL followed by his liquidation.
Steps to take to modify the rules of an EURL
A procedure particular is required in the event of modification of the statutes of an EURL. However, the formalities are reduced since the company is made up of only one partner. Unlike the modification of the articles of association of an LLC, the company is not required to submit the resolutions to the vote of an annual general meeting (the sole shareholder is the one who exercises the power conferred by the meeting of shareholders), the sole shareholder is the only one to take the decision.
Drafting of the minutes of the decision
THEsole shareholder must make the decision in a unilateral decision which is recorded in a minute according to a particular formalism, and which is then recorded on the register of decisions of the sole shareholder. The register must first be listed and then signed (by the judge of the commercial court, by the judge of the district court or by the mayor of the municipality of the registered office).
In some cases, the minutes must be registered with the competent department of the tax office for companies of which the EURL is a part. This is particularly the case for decisions to increase capital or transformation of the EURL into a SASU for example.
Amend the relevant clauses of the articles of association.
After the decision has been taken, the applicable clauses of the EURL statutes will have to be modified (corporate name or company name, duration, purpose of the company or of the registered office).
The old wording is replaced by the current wording, word for word, in accordance with the rules contained in the sole shareholder procedure.
Amended articles of association are generally not registered with the tax office because the formality is no longer necessary. The reason for this move was to make the modification of the articles of association of the company less expensive.
Create a legal announcement
Third parties must be informed of any changes to the establishment of an EURL . This is the reason why a opinion specific must be published in a publication authorized to receive legal announcements (this is a journal official legal which covers the area where the EURL head office ). The notice must also include certain mandatory information which is detailed in the following sections:
- THElegal announcement of the modification of the corporate purpose of an EURL,
- The announcement legal transfer of the registered office of an EURL,
- The legal notice ofan increase in the value of the capital of the EURL. EURL,
- The announcement legal change of the corporate name of an EURL,
- THElegal announcement of the extension of the period of an EURL,
- THElegal announcement of the transformation of an EURL into a SASU. SASU.
The filing of a file with the commercial court or the CFE
To allow the modification and updating of the information present in the trade and company registers of the RCS as well as in the Kbis extract of the EURL, a dossier must be constituted and then filed with the Registry of the Commercial Court or the family business formalities center. This file should generally contain the following documents
- A copy of the most recent statutes, certified by the administrator,
- M2 or M3,
- A register of votes for the sole shareholder (possibly registered),
- an appropriate document to justify the new circumstances (for example, proof of the use of new premises in the event of a transfer of the registered office),
- an official certificate of publication in a journal of legal announcements,
- a check to pay for formalities.
The EURL can also decide to remove these steps from its formality and decide to modify the statutes of your association online.
