A one-person simplified joint-stock company (SASU) can change its purpose during its existence. This changement requires compliance with certain procedures (including a modification of the statutes) and the realization of various paperwork. Foundation-company-ricard offers you a file on the modification of the corporate purpose of a SASU, presenting in particular all the steps to follow :
- Draw up a decision report for the sole shareholder
- Correct the statutes of the SASU
- Complete the legal formalities
Document a report to change the corporate purpose of a SASU
The statutes of the SASU specify theauthorized body to transform the corporate purpose of a SASU. It can be the sole shareholder, the president or another person. In the absence of provisions provided for in the articles of association, the power rests with the sole shareholder.
SASU with a single shareholder and an identical president
This is the most common configuration and requires the least complex process. When the sole shareholder is at the same time the president and wishes modify the corporate purpose of its SASU, he simply has to write a report and record it in a special register. He will record it with his decision to change the corporate purpose.
The update will be evidenced by a resolution entitled “ sole shareholder's decision and can be one of the following:
When the corporate purpose is extended
Decision number [number] – Modification of the corporate purpose
The sole shareholder decides to extend, from the [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.
When the corporate purpose is changed
Decision number [number] – Modification of the corporate purpose
The sole shareholder decides to modify, from the [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.
SASU having a president different from the sole shareholder
This is infrequent in practice but it is possible that the president of the SASU is not the sole shareholder. In this case, the chairman must convene the sole shareholder and present him with a investigation report describing:
- The current activities by SASU,
- The justifications of this change,
- A new proposal corporate purpose (modification or addition of an activity).
The sole shareholder's decision report must also contain an additional sentence:
When the corporate purpose is extended
Decision number [number] – Modification of the corporate purpose
The sole shareholder, after having read the chairman's report, decides to extend, from the [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.
When the corporate purpose is changed
Decision number [number] – Modification of the corporate purpose
The sole shareholder, after having read the chairman's report, decides to modify, from the [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.
SASU with collegiate body
The SASUs have the option of designating a collegiate body. In this case, the extent of the powers conferred on this management body as well as the deliberation procedures (convening notice, representation, quorum, majorities) must be analyzed in the company's articles of association.
Revise the article of the SASU statutes affected by the change
In theory, it is the prerogative of the sole shareholder of modify the statutes of its SASU. But it is possible to delegate this prerogative to the person of his choice (in particular to the president). This delegation must be justified in the decision minutes of the sole shareholder by the following statement:
Decision number [number] - Delegation of power
The sole shareholder transfers all powers to the bearer of a copy or extract hereof for the purpose of completing all legal formalities.
It is then up to the president (or any person who has the appropriate documents) to carry out the statutory transformation. He will have to rectify the article concerned by the modification by literally replacing the old mention by the new one. On the first page, the words "certified as compliant" must be included and a signature affixed. A new registration with the tax office is not necessary as part of this process.
- What are the formalities for modifying the share capital? ?
- What are the formalities for changing the corporate name? ?
Legal formalities to be carried out to modify the corporate purpose of a SASU
Write and publish a notice of modification of SASU's corporate purpose
When the corporate purpose of a company is modified, it is necessary to inform third parties. This warning is made through an announcement called legal announcement of modification of SASU's corporate purpose. It is published in a specialized newspaper (a newspaper of legal announcements). Publication must be made within one month of the decision date and the newspaper chosen must cover the department of the SASU headquarters.
Notice of modification of corporate purpose (in case of addition of activity)
Company name: [company name of SASU]
Shape : [legal form of the company: SASU]
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 change 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 modification of corporate purpose (in the event of modification of the corporate purpose)
Company name: [company name of SASU]
Shape : [legal form of the company: SASU]
The head office : [place of the registered office of the SASU]
Share capital: [amount of share capital in €] euros
Siren number [siren number] SCR [city]
By decision dated [date of the decision to change the corporate purpose], it was noted to change 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.
deposit a file at the Business Formalities Center
Last step of the procedure: modify the SASU information listed in the trade and companies register (RCS). To do this, it is essential to compile a complete file and send it to the Business Formalities Center (CFE), to the registry of the commercial court, or online on the website infogreffe.fr. Here are the documents to provide:
- A copy of the minutes of decisions of the sole shareholder recording the modification of the SASU's corporate purpose, certified true by the president,
- A copy of the SASU statutes updated, dated and certified by the president,
- A certificate of publication of a notice in a journal of legal announcements,
- A completed and signed M2 form,
- And a check payable to the registry of the commercial court for the settlement of formalities.
The modification of the corporate purpose of a SASU is carried out according to a fairly simple process. It turns out to be more complex for SAS. It requires the establishment of a report of the decisions of the sole shareholder (a report from the president will be necessary if he is not the sole shareholder), the modification of the statutes, the publication of a legal announcement in an authorized journal and the transmission of a file to the registry of the commercial court or to the CFE.
- How much does a change of corporate purpose cost? ?
- How to move the registered office of a SASU ?
- What are the necessary steps to change the name of a SASU ?
- How to change the president of a SASU ?
- How to increase the share capital of a SASU ?
What document is required to change the corporate purpose of a SASU?
Reply :
A document filed with the registry of the commercial court is necessary to modify the corporate purpose of a SASU.
What procedure should be followed to modify the corporate purpose of a SASU?
Reply :
The first step is to draft the new corporate purpose and have it approved by the general meeting of partners. Then, the document must be filed with the registry of the commercial court and finally, a publication must be made in a journal of legal announcements.
What are the legal consequences of a change in the corporate purpose of a SASU?
Reply :
Changing the corporate purpose of a SASU may lead to legal consequences such as changing the distribution of voting rights or the distribution of profits.
