Change business Statuses
Verified 12 August 2024 - Directorate for Legal and Administrative Information (Prime Minister)
Minimum number of persons present or represented for a vote or decision to be valid
Legal situation that third parties cannot ignore and must respect, even if they are not signatories
Natural persons holding more than 25% of the business' capital and/or voting rights. They may also be persons exercising, by any other means, powers of control over the management, administrative or management bodies of the business or its general meeting.
The statutes organize the operation of the business defining the set of rules governing relations between members and vis-à-vis third parties. They are written as soon as the business is created and can be modified along the way.
The formalities to be carried out differ according to social form business.
What applies to you ?
The amendments to the Staff Regulations most common are:
- Change of name
- Modification of the objects of the company
- Transfer of registered office
- Replacement of the manager
- Transform into another business
- Increase in share capital
- Reduction of share capital
- Extension of the business period
- Merge with another structure
The amendment of the statutes of an SAS must be carried out in 3 steps.
1. Collective decision of the members
The decision to amend the statutes must be adopted and approved under the conditions laid down in the statutes themselves:
- Body empowered to take the decision : Governing Board, General Assembly
- Number of votes required : classic majority (+ 50%), 2/3 majority, 3/4 majority, etc.
- Quorum required : if it is a decision taken at a general meeting
Warning
In the absence of any particulars in the Statute, the Agreement unanimous partners are required.
The decision of the members shall be recorded in a report.
It is also necessary to update statuses by simply replacing the old terms with the new ones.
2. Publishing legal announcements in a media
Any amendment to the articles of association must be published in a legal listing support of the department in which your business' headquarters are located.
Legal notices must be published in the media within1 month from the date of the decision.
The notice of publication must contain the following :
- Reason or corporate name
- Legal form
- Share capital
- Social purpose
- Address of registered office
- Place and registration number of SCR: titleContent
- Decision or minutes of the general meeting, dated and signed
- Changes made
Once published, a certificate of publication the notice of amendment is issued.
3. Declaration of amendment
Finally, the amendment to the Staff Regulations must be declared within a period of1 month as from the decision, on the website of the company formalities office :
Auto-insert at Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the change enforceable against third parties.
When reporting, you must submit the supporting documents following:
- Copy of the minutes of the amendment of the statutes
- Copy of the updated articles of association: dated and certified as original by the legal representative
- Certificate of publication of the notice in a legal listing support
FYI
If the status change results in a change in beneficial ownership, it must also be declared on the formalities window.
The amendments to the Staff Regulations most common are:
- Change of name
- Modification of the objects of the company
- Transfer of registered office
- Replacement of the manager
- Transform into another business
- Increase in share capital
- Reduction of share capital
- Extension of the business period
- Merge with another structure
The amendment of the articles of association of an SARL must be carried out in 3 steps.
1. Collective decision of the members
The decision to amend the articles of association must be voted on and approved by the members meeting in special general meeting (AGE)
If the status change is not approved at the first meeting, the partners are consulted again.
SARL created before August 4, 2005
The decision to amend the articles of association of an LLC must be adopted by the members representing at least 3/4 of the shares.
There is no quorum required. In other words, a minimum number of participants present or represented at the AGE is not required.
SARL created after 4 August 2005
The general meeting may validly deliberate only if the partners present or represented possess at least 1/4 shares (on first notice) and 1/5 of these (on second notice).
If not, a new meeting must be convened within 2 months.
If the quorum is respected, the amendments must then be decided by a majority of 2/3 of the shares held by the members present or represented.
The decision of the members shall be recorded in a report.
It is also necessary to update statuses by simply replacing the old terms with the new ones.
2. Publishing legal announcements in a media
Any amendment to the articles of association must be published in a legal listing support of the department in which your business' headquarters are located.
Legal notices must be published in the media within1 month from the date of the decision.
The notice of publication must contain the following :
- Reason or corporate name
- Legal form
- Share capital
- Social purpose
- Address of registered office
- Place and registration number of SCR: titleContent
- Decision or minutes of the general meeting, dated and signed
- Changes made
Once published, a certificate of publication the notice of amendment is issued.
3. Declaration of amendment
Finally, the amendment to the Staff Regulations must be declared within a period of1 month as from the decision, on the website of the company formalities office :
Auto-insert at Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the change enforceable against third parties.
When reporting, you must submit the supporting documents following:
- Copy of the minutes of the amendment of the statutes
- Copy of the updated articles of association: dated and certified as original by the legal representative
- Certificate of publication of the notice in a legal listing support
FYI
If the status change results in a change in beneficial ownership, it must also be declared on the formalities window.
The amendments to the Staff Regulations most common are:
- Change of name
- Modification of the objects of the company
- Transfer of registered office
- Replacement of the manager
- Transform into another business
- Increase in share capital
- Reduction of share capital
- Extension of the business period
- Merge with another structure
The amendment of the statutes of an SA must be effected by 3 steps.
1. Shareholders' collective decision
The extraordinary general meeting may validly deliberate only if the shareholders present or represented have at least 1/4 actions (on first notice) and 1/5 of these (on second notice).
If not, a new meeting must be convened within 2 months.
If the quorum is complied with, the amendments must then be decided on at the 2/3 majority of votes cast by shareholders present or represented.
Please note
Votes cast do not understand those relating to shares in respect of which the shareholder did not take part in the vote, abstained or voted blank or nil.
The decision of the members shall be recorded in a report.
It is also necessary to update statuses by simply replacing the old terms with the new ones.
2. Publishing legal announcements in a media
Any amendment to the statutes must be published in legal ad media of the department in which your business' headquarters are located.
Legal notices must be published in the media within the1 month from the date of the decision.
The notice of publication must contain the following :
- Reason or corporate name
- Legal form
- Share capital
- Social purpose
- Address of registered office
- Place and registration number of SCR: titleContent
- Decision or minutes of the general meeting, dated and signed
- Changes made
Once published, a certificate of publication the notice of amendment is issued.
3. Declaration of amendment
Finally, the amendment to the Staff Regulations must be declared within the1 month as from the decision, on the website of the company formalities office :
Auto-insert at Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the change enforceable against third parties.
When reporting, you must submit the supporting documents following:
- Copy of the minutes of the amendment of the statutes
- Copy of the updated articles of association: dated and certified as original by the legal representative
- Certificate of publication of the notice in a legal listing support
FYI
If the status change results in a change in beneficial ownership, it must also be declared on the formalities window.
The amendments to the Staff Regulations most common are:
- Change of name
- Modification of the objects of the company
- Transfer of registered office
- Replacement of the manager
- Transform into another business
- Increase in share capital
- Reduction of share capital
- Extension of the business period
The amendment of the statutes of an SCI must be carried out in 3 steps.
1. Collective decision of the members
The decision to amend the statutes must be adopted and approved under the conditions laid down in the statutes themselves:
- Number of votes required : classic majority (+ 50%), 2/3 majority, 3/4 majority, etc.
- Quorum required : minimum number of persons present or represented for a vote or decision to be valid
Warning
In the absence of any particulars in the Statute, the Agreement unanimous of all partners is required.
The decision of the members shall be recorded in a report.
It is also necessary to update statuses by simply replacing the old terms with the new ones.
2. Publishing legal announcements in a media
Any amendment to the articles of association must be published in a legal listing support of the department in which your business' headquarters are located.
Legal notices must be published in the media within1 month from the date of the decision.
The notice of publication must contain the following :
- Reason or corporate name
- Legal form
- Share capital
- Social purpose
- Address of registered office
- Place and registration number of SCR: titleContent
- Decision or minutes of the general meeting, dated and signed
- Changes made
Once published, a certificate of publication the notice of amendment is issued.
3. Declaration of amendment
Finally, the amendment to the Staff Regulations must be declared within a period of1 month as from the decision, on the website of the company formalities office :
Auto-insert at Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the change enforceable against third parties.
When reporting, you must submit the supporting documents following:
- Copy of the minutes of the amendment of the statutes
- Copy of the updated articles of association: dated and certified as original by the legal representative
- Certificate of publication of the notice in a legal listing support
FYI
If the status change results in a change in beneficial ownership, it must also be declared on the formalities window.
The amendments to the Staff Regulations most common are:
- Change of name
- Modification of the objects of the company
- Transfer of registered office
- Replacement of the manager
- Transform into another business
- Increase in share capital
- Reduction of share capital
- Extension of the business period
- Merge with another structure
The amendment of the statutes of an SNC shall be effected by 3 steps.
1. Collective decision of the members
Any amendment to the Articles of Association shall require the agreement of theunanimity of partners (100%) meeting in an extraordinary general meeting (AGE).
However, the statutes may provide that certain decisions shall be taken with the agreement of a majority (50%).
The decision of the members shall be recorded in a report. It is also necessary to update statuses by simply replacing the old terms with the new ones.
2. Publishing legal announcements in a media
Any amendment to the articles of association must be published in a legal listing support of the department in which your business' headquarters are located.
Legal notices must be published in the media within 1 month from the date of the decision.
The notice of publication must contain the following :
- Reason or corporate name
- Legal form
- Share capital
- Social purpose
- Address of registered office
- Place and registration number of SCR: titleContent
- Decision or minutes of the general meeting, dated and signed
- Changes made
Once published, a certificate of publication the notice of amendment is issued.
3. Declaration of amendment
Finally, the amendment to the Staff Regulations must be declared within the1 month as from the decision, on the website of the company formalities office :
Auto-insert at Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the change enforceable against third parties.
When reporting, you must submit the supporting documents following:
- Copy of the minutes of the amendment of the statutes
- Copy of the updated articles of association: dated and certified as original by the legal representative
- Certificate of publication of the notice in a legal listing support
FYI
If the status change results in a change in beneficial ownership, it must also be declared on the formalities window.
The amendments to the Staff Regulations most common are:
- Change of name
- Modification of the objects of the company
- Transfer of registered office
- Replacement of the manager
- Transform into another business
- Increase in share capital
- Reduction of share capital
- Extension of the business period
- Merge with another structure
Changing the status of an SCS must be done in 3 steps.
1. Collective decision of the members
Any amendment shall be decided upon with the agreement of all trading partners (called general partners) and the majority (in number and capital) of the investment partners, called sponsors.
2. Publishing legal announcements in a media
Any amendment to the articles of association must be published in a legal listing support of the department in which your business' headquarters are located.
Legal notices must be published in the media within 1 month from the date of the decision.
The notice of publication must contain the following :
- Reason or corporate name
- Legal form
- Share capital
- Social purpose
- Address of registered office
- Place and registration number of SCR: titleContent
- Decision or minutes of the general meeting, dated and signed
- Changes made
Once published, a certificate of publication the notice of amendment is issued.
3. Declaration of amendment
Finally, the amendment to the Staff Regulations must be declared within the1 month as from the decision, on the website of the company formalities office :
Auto-insert at Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the change enforceable against third parties.
When reporting, you must submit the supporting documents following:
- Copy of the minutes of the amendment of the statutes
- Copy of the updated articles of association: dated and certified as original by the legal representative
- Certificate of publication of the notice in a legal listing support
FYI
If the status change results in a change in beneficial ownership, it must also be declared on the formalities window.
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