During its existence, a Limited Liability Company (SARL) peut update their statutes. The alterations must be decided and validated collectively by the shareholders in an extraordinary meeting. Furthermore, legal procedures must be accomplished. After presenting the reasons for the statutory changes, Foundation-company-ricard details the steps to follow to modify the articles of association of an LLC :
During its existence, a Limited Liability Company (SARL) peut modify its statutes. All changes must be decided and approved collectively by the partners in an extraordinary general meeting. In addition, legal formalities must be carried out. After having presented the reasons for the statutory modifications, Foundation-company-ricard reveals the steps to follow to modify the articles of association of an LLC :
Reasons for a revision of the statutes of an LLC
Each time one of these clauses is modified, the statutes of the LLC require a modification. THE statutory adjustments the most common are:
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A copy of the notice of insertion published in a journal of legal notices,
A proof of the address of the registered office.
Steps to follow to change the articles of association of an LLC
When adjustments must be brought to rules of an LLC, shareholders must be consulted. A procedure must be followed and a general assembly is usually convened.
Call and convene a general meeting
In principle, the decisions made jointly by the shareholders are pronounced in assemblies, convened by management at least 15 days before the date of the meeting (the agenda must be indicated in the notice). Those concerning amendments to the articles of association are taken at so-called “extraordinary” general meetings.
The articles of association may, however, provide for consultation by mail or by private deed (or even by notarial deed). They can also set a longer period than the 15 days imposed by law.
The decisions are then validated by the shareholders according to the following conditions:
- SARL created before 04/08/2005
- Quorum: none
- Majority: shareholders representing at least three quarters of the shares (the articles of association cannot provide for a higher majority)
- SARL created after 04/08/2005
- Quorum: one quarter of the shares on first call (one fifth on second consultation)
- Majority: shareholders present or represented holding at least two-thirds of the shares (the articles of association may provide for a higher quorum and majority, without however reaching unanimity)
In terms of formalism, all decisions taken at general meetings must be recorded in minutes, which are themselves transcribed in a special register, numbered and initialed. Some amendments to company statutes also require registration with the corporate tax department -SIE- (particularly capital increases).
Modify the clauses referred to in the articles of association
Once the decision is made, the clause of the statutes of the SARL must be adjusted (name, corporate purpose, duration or registered office). This step is materialized by a simple exchange of the old mentions by the new ones. To this end, the minutes must indicate the new text to be inserted in the statutes.
The new articles of association should, in general, not be registered with the tax office to which the LLC is subject.
Publish a legal notice
With the exception of a few adjustments to the articles of association (delay in the closing date of the financial year in particular), any modification of the clauses they contain must be inserted in a journal of legal announcements. A legal announcement of modification of statutes must therefore be published in the month following the modification. This "notice" must contain a certain number of mandatory information. They have all been featured here:
Send a complete file to the commercial court or to the CFE
Once the articles of association have been amended and the legal announcement published, the information of the SARL appearing in the Trade and Companies Register (RCS) must, in turn, be rectified. To do this, the company must collect various supporting documents, complete certain forms and send the whole thing to the Registry of the Commercial Court or to the Business Formalities Center (CFE). Are requested in particular:
- A copy of the new statutes certified true by the manager,
- The “M2” form and, if applicable, the “M3-SARL”,
- A copy of the notice of insertion published in a journal of legal notices,
- A proof of the address of the registered office.
To modify the statutes of SARL, it is necessary to respect several stages. In particular, it is necessary to convene an extraordinary general meeting, justify the new situation of the company, publish a notice in a newspaper of legal announcements and send a file of documents to the registry or to the Business Formalities Center (CFE). The procedure is easier if one refers to the One-person SARL.
The documents to be provided to submit the request for modification of the articles of association are as follows:
- A copy of the minutes of the extraordinary GA;
- A document justifying the new situation of the SARL;
- A certificate of publication in a newspaper of legal announcements;
- A check for the settlement of formalities (to the order of the registry of the commercial court).
The LLC has the option of change status online, which reduces the cost of amending the articles of association of the company.
Do you want to modify your statutes? Use our partner service:
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What procedure should I follow to modify the articles of association of a SARL?
It is necessary to draft a draft amendment to the statutes, which must be approved by the general meeting of partners. Once approved, the project must be filed with the Registry of the competent Commercial Court.
What documents do I need to provide to modify the articles of association of a SARL?
To modify the articles of association of a limited liability company, it is necessary to provide a copy of the original articles of association, the draft modification approved by the general meeting of partners, proof of identity and the internal regulations.
What are the legal consequences of modifying the articles of association of an LLC?
The modification of the articles of association of an LLC can lead to legal consequences for the partners, such as the modification of the rights and obligations of the partners, the sharing of profits, the limitation of liabilities, etc. It is therefore important to take the time to fully understand the legal consequences before making any changes.
