To change the Kbis extract of a company, it is normally necessary to follow the same steps, whatever the status of the company (EURL/SARL, SASU/SAS, SA, SNC, etc.). THE legal formalities to accomplish are, in truth, generally identical for all legal forms: transformation of the articles of association, publication of an official announcement, filling out a form and filing a file with the registry. Only the conditions of the decision taken change. Here they are in detail.
New Kbis extract required for statutory changes
The majority of variations that affect the articles of association generally result in a need to request a new edition of a Kbis extract. This includes the following changes in particular:
- THEshifting the administrative address of the company;
- Increase or reduction of the capital of the company;
- La modification of the corporate purpose of the society ;
- Le name change of the society.
Finally, even if no modification of the articles of association is involved, a company must request the modification of its Kbis extract in the event of change of leader. Likewise, a reshuffle, i.e. a change in legal form, also requires updating the company's Kbis extract.
Decision-making leading to the modification of the Kbis extract
Decisions can be divided into two categories: extraordinary decisions (resulting in a revision of the statutes) and the ordinary decisions (all other types, including approval of annual accounts). For a decision to be adopted, it must be accepted by the competent body. In most cases this is the community of associates, although this is not always the case. In the context of an SAS, for example, it may be the president or another body.
The voting and majority conditions also depend on the legal status of the society. Sometimes the law provides provisions on this subject, allowing or not to modify these rules and to require a more or less significant majority. Here are the majorities applicable to modify the articles of association of a company according to its nature:
| Legal status | Competent body | Majority |
|---|---|---|
| SASU or EURL | Sole shareholder | Not applicable (unilateral decision) |
| SARL | Community of partners | 2/3 of the shares (quorum: 1/4) |
| SAS | Body designated in the articles of association | Forms and conditions provided for in the statutes * |
| SA | Shareholders | Majority of 2/3 of the shareholders present * |
| CNS | Community of partners | Unanimity, except in cases provided for by law |
With regard to the decision to replace the manager, which does not necessarily affect the articles of association, but which nevertheless requires the modification of the Kbis extract, the majorities are:
| Legal status | Majority |
|---|---|
| SASU or EURL | Unilateral decision of the sole shareholder |
| SARL | One or more partners owning more than half of the shares |
| SAS | Body designated in the articles of association under the conditions provided for in the articles of association |
| CNS | Unanimous decision of the partners |
Procedure for requesting update Kbis
Decisions having the effect of modification of the Kbis extract must respect a formalism strict. Therefore, it is imperative to record this decision in writing, in the form of record ordinary or extraordinary general meeting, or the minutes of the sole shareholder's decision.
If necessary, you will also have to carry out the revision of the statutes. In order to respect the formalism, you must replace the old statement with the new one and certify as true a copy of the statutes updated by the legal representative of the company (president or manager).
A legal notice must subsequently be written and published in a duly authorized journal. Indeed, these modifications must be brought to the attention of third parties, and in particular of all those who could be concerned. When the broadcast is scheduled, a publication certificate is delivered by the newspaper.
The final step is to submit a modified registration file in the trade and companies register (RCS). It should contain the record certified true, a change declaration form (M2), Thecertificate of publication in the journal of legal announcements, vouchers additional (depending on the nature of the modification) and a settlement to the order of the registry of the commercial court.
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