Change the business leader
Verified 01 January 2024 - Directorate for Legal and Administrative Information (Prime Minister)
During its lifetime, a business has the opportunity to change leader. The change procedure requires certain formalities to be carried out.
What applies to you ?
Step-by-step approach
A change of leadership necessarily implies a collective decision of shareholders. How that decision is made depends on the legal form business.
SARL
The decision to change manager must be voted on and approved by one or more associates representing more than half of the shares (+ of 50%), unless a higher majority is provided for in the statutes. The associate manager of SARL may participate in the vote of the meeting having to decide on its dismissal.
The mention of the manager's name the articles of association lapse, that is to say, they are ineffective, from the moment of the decision to revoke. However, if they so wish, the members may update the articles of association and delete the mention of the name of the outgoing manager, by a majority of more than half of the shares.
LOCK
The decision to change the president must be voted on and approved by the partners under the conditions laid down in the statutes. The power to appoint the new chair may also be vested in a committee, board or majority partner.
If the President was appointed in the Statute, the change of President shall entail a amendment of the statutes.
SA
The decision to change the chairperson of the board of directors or the chief executive officer must be voted on and approved by the Management Board by a majority of its members, unless the statutes provide for a higher majority.
CNS
The manager is statutory
The decision to change manager must be voted on and approved at the unanimity of the members (100%).
The manager is non-statutory
The decision to change manager must be voted on and approved under the conditions laid down in the statutes (majority or unanimity). However, in the absence of any specification in the statutes, the decision shall be taken unanimously.
SCI
The decision to change the manager must be voted on and approved by partners representing more than half of the shares (+ of 50%).
Please note
The change in the manager must be recorded in a report indicating the incoming and outgoing leaders.
The replacement officer must publish the change of officer, recorded in the minutes of the meeting, in a legal listing support within the1 month.
The notice of change of head shall contain following mentions :
- Mention of changes: name of outgoing manager, reason for change, name of new manager and date of taking office
- Name of company of the business
- Shape of the business
- Address of registered office of the business
- Unique business identification number (Siren number)
- Amount of share capital of the business
- The words ‘RCS’ followed by the name of the city of the registry where the business is registered.
Once published, a certificate of publication the notice of amendment is issued.
The change of leader must be declared in the 1-month period, on the website of the company formalities office :
When reporting, you must submit the supporting documents following:
- Copy of the minutes of the change of leader: the document indicates the identity of the incoming and outgoing leaders
- Certificate of publication of the notice in a legal listing support
- Copy of updated articles of association (if amended)
- Copy of the national identity card, passport, or residence permit of the new leader
- Declaration of non-condemnation on honor, signed by the new President or Head
- Proof of parentage of the new leader: father's full name, maiden name and mother's full name
After the declaration, the automatic insertion in the Bodacc (Official Bulletin of Civil and Commercial Advertisements) by the Registry will make the change of the Director enforceable against third parties.
Who can help me?
The public service accompanying companies
Do you have a project, a difficulty, a question of daily life?
Simple and free - you will be called back within 5 days by THE advisor who can help you.
Appointment and powers of the manager (SARL)
Appointment and powers of the Board of Directors (SA)
Online service