Change the business leader
Verified 05 September 2025 - Directorate of 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 leader necessarily implies a collective decision of the partners or shareholders. The modalities of this decision-making depend on the legal form business.
LLC
The decision to change manager must be voted and approved by one or more partners representing more than half of the shares (+ of 50%), unless a higher majority is provided for in the articles of association. The associate manager of SARL may participate in the vote of the meeting having to decide on its revocation.
The mention of the manager's name in the statutes is null and void, i.e. ineffective, as soon as the decision to revoke is taken. 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.
SAS
The decision to change the president must be voted and approved by the partners under the conditions laid down in the statutes. The power to appoint the new chair may also be given to a committee, a board or the majority partner.
If the president was designated in the statutes, the change of president implies a amendment of the statutes.
SA
The decision to change the Chairman of the Board of Directors or Chief Executive Officer must be voted on and approved by the board of directors 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 and approved at the unanimity of the members (100%).
The manager is non-statutory
The decision to change manager must be voted and approved under the conditions laid down in the statutes (majority or unanimity). However, in the absence of any specifics in the statutes, the decision is taken unanimously.
ICS
The decision to change manager must be voted and approved by partners representing more than half of the shares (+ of 50%).
Please note
The change of the officer must be transcribed in a minutes indicating the incoming and outgoing leader.
The officer appointed in place shall publish the change of officer, as recorded in the minutes of the meeting, in a support for legal announcements within the1 month.
The notice of change of officer must contain the following statements :
- Mention of changes: name of outgoing officer, reason for change, name of new officer and date of taking office
- Company name of the business
- Shape of the business
- Address of head office of the business
- Unique identification number of the business (Siren number)
- Amount of share capital of the business
- ‘RCS’ followed by the name of the city of the registry where the business is registered.
Once the publication has been made, a certificate of publication of the notice of amendment is issued.
The change of leader shall be reported in the delay of 1 month, on the website company formalities window :
When reporting, you must submit the supporting documents following:
- Copy of the minutes of the decision to change the director: the deed indicates the identity of the incoming and outgoing directors
- Certificate of publication of the notice in a support for legal announcements
- Copy of the updated statutes (in case of changes)
- Copy of the national identity card, passport, or residence permit of the new leader
- Declaration of non-conviction on honor, signed by the new president or leader
- Proof of parentage of the new leader: surname and forenames of the father, maiden name and forenames of the mother
Please note
A change in leadership does not automatically result in a change in beneficial ownership.
But in many businesses, the manager is also a partner and beneficial owner. If the change of director is accompanied by a change of partner, a new declaration of beneficial ownership (DBE) shall be deposited on the Window of company formalities.
At the Window, the question of beneficial ownership is always raised in the course of the formality. If there is no change, simply check “ The situation has not changed ” to validate the shipment.
Failure to comply with this obligation may result in severe penalties, such as the removal from the business.
After declaration, automatic insertion at Bodacc (Official Bulletin of Civil and Commercial Advertisements) by the Registry will make the change of the officer enforceable against third parties.
Who can help me?
The public service accompanying companies
Do you have a project, a difficulty, a question of everyday life?
Simple and free: you are 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