For formation of an EURL, it is necessary to write statutes with many statutory provisions mandatory, defined by the Commercial Code. Here are what insert clauses in the statutes of an EURL.
It is important to include the legal clauses required within statutes of an EURL. We must also add various additional clauses for the proper functioning of the EURL.
Here you will find information about the provisions to be inserted and their contents.
Statutory obligations for the statutes of an EURL
According to article L210-2 of the Commercial Code, the statutes of a company must imperatively specify: the legal form, the name of the company, the corporate purpose, the address of the registered office, the lifespan of the company and the amount of share capital.
Statutory clause on legal form
This first statutory clause for an EURL consists of mentioning the legal form of the company. In this case, it is a Privately-man responsibility.
Statutory clause on the corporate name
This clause must specify the name of the company that will be used to identify it. It is also possible to indicate the acronym of the company. However, it is necessary to check the availability of the chosen corporate name with the INPI. For more information, see the corporate name of an EURL.
Statutory clause on the corporate purpose
This clause mentions the activities of the EURL. It is advisable to provide a fairly broad corporate purpose. For more tips, see the corporate purpose of an EURL.
Statutory clause on the registered office
This clause indicates the address of the company where the legal life of the company, the management bodies and the main services are located. It is necessary to be able to justify the enjoyment of the premises chosen to fix the registered office. For more information on this subject, see the head office of the EURL.
Statutory clause on the duration of the company
This clause mentions the duration for which the EURL is constituted. It can be extended at the end of the fixed period. The sole shareholder can also opt for a early dissolution.
Statutory clause on the amount of share capital
This clause must mention the amount of the share capital of the EURL, made up of contributions in cash and contributions in kind made by the sole shareholder on the occasion of the creation of the company. This amount must be expressed in euros, both in words and in figures.
The obligations imposed by the Commercial Code for EURLs
The Commercial Code (L223-7, L223-9 and R223-3) imposes several provisions to be included in the statutes of limited liability companies.
Statutory clause on cash contributions and release of funds
In case of'cash contributions for an EURL, the articles of association must mention the amount deposited, the name of the establishment and the date of deposit. Funds received by payment of shares must be deposited within 8 days in a credit institution, with a notary or at the deposit and consignment fund.
Statutory clause on contributions in kind
In case of'contributions in kind for an EURL, the statutes must contain the identity of each contribution, its description and its evaluation, as well as the number of shares in return. A contribution auditor's report or the sole shareholder's decision not to have recourse to an assessment by a contribution auditor must be appended.
Statutory clause on the release and distribution of shares between the partners
The statutes of the EURL must mention the total number of shares, their nominal value and their distribution (in this case, the shares are all allocated to the sole shareholder). The release of the shares must be specified and, in the case of a partial release, the surplus must be released within 5 years of the registration of the company.
Statutory clause on industrial contributions
When contributions in industry are planned, the statutes of the EURL must mention the methods of subscription of shares in industry.
Other rules to include in the statutes of an EURL
Depending on the case, additional provisions must be added to the statutes of an EURL to regulate its operation. Below are some of these clauses.
Important to note, the Commercial Code imposes very specific obligations with regard to the operation of LLCs. Several legal rules that apply automatically do not need to be mentioned in the EURL statutes.
Statutory clause relating to the financial year
This clause specifies the opening and closing dates of each financial year. A period of one year is generally considered, but the first financial year may be for a maximum of two calendar years.
Statutory clause relating to the appointment of the manager and his position
This clause defines the conditions of appointment of the manager of the EURL, as well as the attributions, the remuneration, the procedures of change of EURL manager, etc.
Statutory clause relating to the decisions of the sole shareholder
The statutes of an EURL indicate that the sole shareholder is the legal representative and that he holds the same powers as a shareholders' meeting in a SARL. THE decisions taken by the sole shareholder of an EURL cannot be delegated to a third party.
Statutory clause relating to acts carried out on behalf of the EURL in formation
This clause allows the founder to take over in the name of the company the actes which he has made for his own account. A statement is to be appended to the EURL statutes. The takeover can also be made later by decision of the sole shareholder.
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