Changing business Statuses
Verified 01 January 2023 - Directorate for Legal and Administrative Information (Prime Minister)
The statutes are intended to organise the business operation defining the set of rules governing relations between partners and with respect to third parties. They are written as soon as the business is created and can be modified en route.
The formalities are different by social form business.
What applies to you ?
The statutory amendments most frequent are:
- Change of name
- Changing the Social Object
- Transfer of registered office
- Replacement of Officer
- Transform into a different business
- Increase in social capital
- Reduction of social capital
- Extension of business
- Merge with Other Structure
The modification of the statutes of a SARL must be carried out in 3 steps.
1. Collective decision of the partners
The decision to amend the articles of association must be voted on and approved by the partners meeting in special general assembly (AGE).
If the amendment to the articles of association is not approved at the first meeting, the partners are consulted a second time.
LLC formed before August 4, 2005
The decision to amend the articles of association of a LRA must be adopted by the partners representing at least 3/4 share.
There is no quorum required.
A minimum number of participants present or represented at the AGE is not required.
LLC formed after August 4, 2005
The general meeting may validly deliberate only if the partners present or represented possess at least 1/4 shares (upon first convocation) and 1/5 (on second convocation).
If not, a new meeting will be convened within 2 months at the latest.
If quorum shall be complied with, the amendments shall then be decided by a majority of 2/3 of the shares held by the partners present or represented.
The decision of the partners must be transcribed in a minutes.
It is also necessary to update statuses by simply replacing the old entries with the new ones.
2. Publication in a legal advertising medium
Any changes to the articles of association must be published in a legal advertisement the department where your business' headquarters are located.
Publication to the legal advertising medium must be completed within 1 month from the date of the change.
The publication notice must contain the following ::
- Reason or name
- Legal Form
- Capital
- Social object
- Address head
- Place and registration number at RCS: titleContent
- Decision or minutes of the general meeting dated and signed
- Changes
Once published, a publication certificate the notice of amendment is issued.
3. Reporting to the companies formalities office
The statutory amendment must finally be declared within the1 month, on the website of company formalities window.
Auto insert at Bodacc (Official Commercial and Civil Announcement Bulletin) will make the amendment third party.
Warning
From 1to January 2023, it is no longer possible to make your paperwork in a company Formalities Centre (CFE). You have to make them on the website of company formalities window.
When reporting, you must submit the supporting documents following:
- Copy of the minutes which decided to amend the statutes
- Copy of the updated statutes: dated and certified by the legal representative to be in conformity with the original
- Certificate of publication of the notice in a legal ad support
The statutory amendments most frequent are:
- Change of name
- Changing the Social Object
- Transfer of registered office
- Replacement of Officer
- Transform into a different business
- Increase in social capital
- Reduction of social capital
- Extension of business
- Merge with Other Structure
Changes to SAS statuses must be completed by 3 steps.
1. Collective decision of the partners
The decision to amend the articles of association must be voted on and approved under the conditions laid down in the themselves:
- Decision-making body : board of directors, general meeting
- Number of votes required —Classic majority50%), 2/3 majority, 3/4 majority, etc.
- Quorum required : if it is a decision taken in the general assembly
Warning
in the absence of details in the articles of association, the unanimous associates are required.
The decision of the partners must be transcribed in a minutes.
It is also necessary to update statuses by simply replacing the old entries with the new ones.
2. Publication in a legal advertising medium
Any changes to the articles of association must be published in a legal advertisement the department where your business' headquarters are located.
Publication to the legal advertising medium must be completed within 1 month from the date of the change.
The publication notice must contain the following ::
- Reason or name
- Legal Form
- Social object
- Address head
- Place and registration number at RCS: titleContent
- Decision or minutes of the general meeting dated and signed
- Changes
Once published, a publication certificate the notice of amendment is issued.
3. Reporting to the companies formalities office
The statutory amendment must finally be declared within the1 month, on the website of company formalities window.
The automatic insertion in Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the change third party.
Warning
From 1to January 2023, it is no longer possible to make your paperwork in a company Formalities Centre (CFE). You have to make them on the website of company formalities window.
When reporting, you must submit the supporting documents following:
- Copy of the minutes which decided to amend the statutes
- Copy of the updated statutes: dated and certified by the legal representative to be in conformity with the original
- Certificate of publication of the notice in a legal ad support
The statutory amendments most frequent are:
- Change of name
- Changing the Social Object
- Transfer of registered office
- Replacement of Officer
- Transform into a different business
- Increase in social capital
- Reduction of social capital
- Extension of business
- Merge with Other Structure
The amendment of the statutes of an SA must be carried out in 3 steps.
1. Collective decision of shareholders
The amendment to the statutes must be voted on special general assembly (AGE) qualified majority of 2/3 the votes of the shareholders present or represented.
The decision of the partners must be transcribed in a minutes.
It is also necessary to update statuses by simply replacing the old entries with the new ones.
2. Publication in a legal advertising medium
Any changes to the articles of association must be published in a legal advertisement the department where your business' headquarters are located.
Publication to the legal advertising medium must be completed within 1 month from the date of the change.
The publication notice must contain the following ::
- Reason or name
- Legal Form
- Social object
- Address head
- Place and registration number at RCS: titleContent
- Decision or minutes of the general meeting dated and signed
- Changes
Once published, a publication certificate the notice of amendment is issued.
3. Reporting to the companies formalities office
The statutory amendment must finally be declared within the1 month, on the website of company formalities window.
The automatic insertion in Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the change third party.
Warning
From 1to January 2023, it is no longer possible to make your paperwork in a company Formalities Centre (CFE). You have to make them on the website of company formalities window.
When reporting, you must submit the supporting documents following:
- Copy of the minutes which decided to amend the statutes
- Copy of the updated statutes: dated and certified by the legal representative to be in conformity with the original
- Certificate of publication of the notice in a legal ad support
The statutory amendments most frequent are:
- Change of name
- Changing the Social Object
- Transfer of registered office
- Replacement of Officer
- Transform into a different business
- Increase in social capital
- Reduction of social capital
- Extension of business
- Merge with Other Structure
The amendment of the statutes of an SNC shall be carried out by 3 steps.
1. Collective decision of the partners
Any amendment to the Articles of Association shall require theunanimity associates (100%) meeting in Extraordinary General Assembly (AGE).
However, the statutes may provide that certain decisions shall be taken with the agreement of the majority (50%).
The decision of the partners must be transcribed in a minutes.
It is also necessary to update statuses by simply replacing the old entries with the new ones.
2. Publication in a legal advertising medium
Any changes to the articles of association must be published in a legal advertisement the department where your business' headquarters are located.
Publication to the legal advertising medium must be completed within 1 month from the date of the change.
The publication notice must contain the following ::
- Reason or name
- Legal Form
- Social object
- Address head
- Place and registration number at RCS: titleContent
- Decision or minutes of the general meeting dated and signed
- Changes
Once published, a publication certificate the notice of amendment is issued.
3. Reporting to the companies formalities office
The statutory amendment must finally be declared within the1 month, on the internal website company formalities window.
The automatic insertion in Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the change third party.
Warning
From 1to January 2023, it is no longer possible to make your paperwork in a company Formalities Centre (CFE). You have to make them on the website of company formalities window.
When reporting, you must submit the supporting documents following:
- Copy of the minutes which decided to amend the statutes
- Copy of the updated statutes: dated and certified by the legal representative to be in conformity with the original
- Certificate of publication of the notice in a legal ad support
The statutory amendments most frequent are:
- Change of name
- Changing the Social Object
- Transfer of registered office
- Replacement of Officer
- Transform into a different business
- Increase in social capital
- Reduction of social capital
- Extension of business
- Merge with Other Structure
Changes to the statutes of an SCS must be made by 3 steps.
1. Collective decision of the partners
Any changes must be agreed upon by all trading partners (called sponsorships) and majority (in number and capital) of the partners, called sponsors.
2. Publication in a legal advertising medium
Any changes to the articles of association must be published in a legal advertisement the department where your business' headquarters are located.
Publication to the legal advertising medium must be completed within 1 month from the date of the change.
The publication notice must contain the following ::
- Reason or name
- Legal Form
- Social object
- Address head
- Place and registration number at RCS: titleContent
- Decision or minutes of the general meeting dated and signed
- Changes
Once published, a publication certificate the notice of amendment is issued.
3. Reporting to the companies formalities office
The statutory amendment must finally be declared within the1 month, on the website of the company formalities office.
Auto insert at Bodacc (Official Commercial and Civil Announcement Bulletin) will make the amendment third party.
Warning
From 1to January 2023, it is no longer possible to make your paperwork in a company Formalities Centre (CFE). You have to make them on the website of company formalities window.
When reporting, you must submit the supporting documents following:
- Copy of the minutes which decided to amend the statutes
- Copy of the updated statutes: dated and certified by the legal representative to be in conformity with the original
- Certificate of publication of the notice in a legal ad support
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Speak with an advisor on Place des Entreprises- Trade Code: Items R123-66 to R123-74-1Change in Registration to the CHN (Trade and businesses Directory)
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- Consult the Official Commercial and Commercial Advertising Bulletin (Bodacc)
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