Changing the legal form of the business
Verified 05 September 2025 - Directorate of Legal and Administrative Information (Prime Minister)
Change the legal form of your business implies compliance with conditions and formalities that depend both on its original legal form and the new legal form sighting.
What applies to you ?
Warning
l' is not a business. If you are in charge of aIS: titleContent, EIRL: titleContent or micro-entrepreneur) and you want to opt for a limited liability company (SARL) for example, you must build your business.
You run a LLC
Step-by-step approach
To change the legal shape of the business, you need to appeal to a transformation commissioner whose role is to prepare a report on the financial health of the business and the state of its treasury.
In concrete terms, its mission is to assess the value of the assets that make up the business and the special benefits. He must certify that the equity of the business are at least equal to the share capital.
This role can be assigned to the external auditor business if it has it.
In the absence of an auditor in the company, the transformation commissioner is chosen from a list of experts proposed by the courts. Its designation shall be carried out in accordance with one of the following procedures:
- Either unanimously of the votes of the partners
- Or, in case of disagreement, by the commercial court, following a written request from one of the partners.
The Commissioner's report must be kept at the disposal of the partners at the registered office and deposited at the registry of the commercial court at least 8 days before the meeting of the assembly called upon to decide on the transformation.
The minutes shall state that express approval partners in relation to the report on the value of corporate assets. In practice, the minutes must state: " the general meeting approves the report on the value of the assets comprising the company's assets and on the specific advantages and decides to transform the business into a ... ».
Warning
If no report is made the processing operation is not valid, unless it is a transformation into CNS: titleContent.
Changing the legal shape of the business requires first a amendment of the statutes which presupposes compliance with the following two conditions:
- A collective agreement of the partners
- Compliance with the ceilings (in share capital and number of partners) required by the new legal form.
The procedure for meeting these 2 conditions varies according to the new legal form envisaged.
SAS
The decision to transform SARL into SAS must be taken unanimously of the members meeting in extraordinary general meeting. All partners must therefore be present or represented at the meeting for the decision to be validly taken.
Social capital is freely fixed by the partners, no minimum capital is required.
The SAS must comprise 2 associates at least, but may be operated by a single shareholder in the form of SASU: titleContent.
Partners must take care of update statuses to adapt them to the new legal shape of the business: operation of the management bodies, decision-making at the general meeting, appointment of an auditor, approval of new partners, etc.
SA
The decision to transform SARL into SA must be taken by a majority of 2/3 shareholders meeting in an extraordinary general meeting. A simple majority is sufficient if equity in the last balance sheet are greater than €750,000.
The share capital of the SA is fixed by law at €37,000 minimum. If the share capital of SARL is less than this amount, a capital increase and/or a sale of shares will have to be carried out.
The SA must comprise Minimum of 2 shareholders, this number is increased to 7 for a listed business.
Shareholders must take care of update statuses to adapt them to the new legal shape of the business.
CNS
The decision to transform SARL into CNS must be taken unanimously of the members meeting in extraordinary general meeting. If a partner is not present or represented at the meeting, the decision cannot be validly taken.
Social capital is freely fixed by the partners, no minimum capital is required.
The CNS must include at least 2 associates having the merchant status.
Partners must take care of update statuses to adapt them to the new legal shape of the business.
The outcome of the meeting shall be transcribed in a minutes indicating the change in legal form, the date on which it takes effect, the distribution of shares, the drafting of new articles of association and the appointment of directors.
The minutes shall be transmitted for registration to the tax and companies department (SIE) within1 month. The deposit can be made on site or by mail.
The change in legal form, as recorded in the minutes of the meeting, must be published in a support for legal announcements within a period of1 month. This publication informs third parties of the change of form of the SARL.
The conversion notice shall contain the following statements :
- Mention of changes: social form abandoned and new form adopted by the business
- Company name 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 in social form must be declared, 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 legal form: the document indicates the former and the new form of the business and designates any new directors, with the original mention of the registration with the tax authorities.
- Copy of the updated statutes: dated and certified as true to the original by the legal representative
- Copy of the Transformation Commissioner's Report
- Certificate of publication of the notice in a Legal Advertising Support (Shal)
A change in legal form does not in itself lead to a change in beneficial ownership. However, a new declaration of beneficial ownership (DBE) shall be deposited in the company Formalities Window if, at the same time, the identity, personal address, share capital or control exercised by one of the beneficial owners has changed.
On the Window of company formalitiesHowever, the question of a change in beneficial ownership is now always raised in the course of the formality. If there is no change, then simply check “ The situation has not changed ” to validate the sending of the formality.
Failure to comply with this obligation may result in severe penalties, such as the removal from the business.
After this declaration, the automatic insertion in the Bodacc (Official Bulletin of Civil and Commercial Advertisements) by the Registry will make the transformation of social form enforceable against third parties.
Please note
If the business owns a property, you must also inform the land advertising service change in social form.
You run a SAS
Step-by-step approach
To change the legal shape of the business, you need to appeal to a transformation commissioner whose role is to prepare a report on the financial health of the business and the state of its treasury.
In concrete terms, its mission is to assess the value of the assets that make up the business and the special benefits. He must certify that the equity of the business are at least equal to the share capital.
This role can be assigned to the external auditor business if it has it.
In the absence of an auditor in the company, the transformation commissioner is chosen from a list of experts proposed by the courts. Its designation shall be carried out in accordance with one of the following procedures:
- Either unanimously of the votes of the partners
- Or, in case of disagreement, by the commercial court, following a written request from one of the partners.
The Commissioner's report must be kept at the disposal of the partners at the registered office and deposited at the registry of the commercial court at least 8 days before the meeting of the assembly called upon to decide on the transformation.
Warning
if no report is made, the processing operation is not valid unless it is a transformation into SARL or SNC.
Changing the legal shape of the business requires first a amendment of the statutes which presupposes compliance with the following two conditions:
- A collective agreement of the partners
- Compliance with the ceilings (in share capital and number of partners) required by the new legal form.
The procedure for meeting these 2 conditions varies according to the new legal form envisaged.
LLC
The decision to transform the SAS into a SARL must be taken by the shareholders meeting in an extraordinary general meeting in accordance with the rules of quorum provided for in the statutes.
Social capital is freely fixed by the partners, no minimum capital is required.
The SARL must include 2 associates at least but may be operated by a single shareholder in the form of a EURL. On the other hand, the SARL must count less than 100 partners within it.
Partners must take care of update statuses to adapt them to the new legal shape of the business.
SA
The decision to transform the SAS into an SA must be taken by the members meeting in an extraordinary general meeting in accordance with the rules of quorum provided for in the statutes.
The share capital of the SA is fixed by law at €37,000 minimum. If the capital of the SAS is less than this amount, a capital increase and/or a sale of shares will have to be carried out.
The SA must comprise Minimum of 2 shareholders, this number is increased to 7 for a listed business.
Shareholders must take care of update statuses to adapt them to the new legal shape of the business.
CNS
The decision to transform SAS into SNC must be taken unanimously of the members meeting in extraordinary general meeting. If a partner is not present or represented at the meeting, the decision cannot be validly taken.
Social capital is freely fixed by the partners, no minimum capital is required.
The CNS must include at least 2 associates having the merchant status.
Partners must take care of update statuses to adapt them to the new legal shape of the business.
The outcome of the meeting shall be transcribed in a minutes indicating the change in legal form, the date on which it takes effect, the distribution of shares, the drafting of new articles of association and the appointment of directors.
The minutes shall be transmitted for registration to the tax and companies department (SIE) within1 month. The deposit can be made on site or by mail.
The change in legal form, as recorded in the minutes of the meeting, must be published in a support for legal announcements within a period of1 month. This publication informs third parties of the change in the form of the SAS.
The conversion notice shall contain the following statements :
- Mention of changes: social form abandoned and new form adopted by the business
- Company name 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 in social form must be declared, 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 legal form: the document indicates the former and the new form of the business and designates any new directors, with the original mention of the registration with the tax authorities.
- Copy of the updated statutes: dated and certified as true to the original by the legal representative
- Copy of the Transformation Commissioner's Report
- Certificate of publication of the notice in a support for legal announcements
A change in legal form does not in itself lead to a change in beneficial ownership. However, a new declaration of beneficial ownership (DBE) shall be deposited in the company Formalities Window if, at the same time, the identity, personal address, share capital or control exercised by one of the beneficial owners has changed.
On the Window of company formalitiesHowever, the question of a change in beneficial ownership is now always raised in the course of the formality. If there is no change, then simply check “ The situation has not changed ” to validate the sending of the formality.
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 transformation of social form enforceable against third parties.
Please note
If the business owns a property, you must also inform the land advertising service change in social form.
You run an SA
Step-by-step approach
The change of legal form shall begin with the drawing up of a non-compulsory report by the transformation commissioner on the financial health of the business and its cash position.
In concrete terms, its mission is to assess the value of the assets that make up the business and the special benefits. He must certify that the equity of the business are at least equal to the share capital.
This role can be assigned to the external auditor business if it has it.
In the absence of an auditor in the company, the transformation commissioner is chosen from a list of experts proposed by the courts. Its designation shall be carried out in accordance with one of the following procedures:
- Either unanimously of the votes of the partners
- Or, in case of disagreement, by the commercial court, following a written request from one of the partners.
Changing the legal shape of the business requires first a amendment of the statutes which presupposes compliance with the following two conditions:
- A collective agreement of the partners
- Compliance with the ceilings (in share capital and number of partners) required by the new legal form.
The procedure for meeting these 2 conditions varies according to the new legal form envisaged.
LLC
The decision to convert the SA into a SARL must be taken by a majority of 2/3 by the shareholders meeting at an extraordinary general meeting.
Social capital is freely fixed by the partners, no minimum capital is required.
The SARL must include 2 associates at least but may be operated by a single shareholder in the form of a EURL. On the other hand, the SARL must count less than 100 partners within it.
Partners must take care of update statuses to adapt them to the new legal shape of the business.
SAS
The decision to convert the SA into a SAS must be taken unanimously by the shareholders meeting in extraordinary general meeting. If a shareholder is not present or represented at the meeting, the decision cannot be validly taken.
Social capital is freely fixed by the partners, no minimum capital is required.
The SAS must comprise 2 associates at least but can be operated by a single partner in the form of SASU.
Partners must take care of update statuses to adapt them to the new legal shape of the business: operation of the management bodies, decision-making at the general meeting, appointment of an auditor, approval of new partners, etc.
CNS
The decision to transform the SA into a CNS must be taken unanimously by the shareholders meeting in extraordinary general meeting. If a shareholder is not present or represented at the meeting, the decision cannot be validly taken.
Social capital is freely fixed by the partners, no minimum capital is required.
The CNS must include at least 2 partners having the status of merchant.
Partners must take care of update statuses to adapt them to the new legal shape of the business.
The outcome of the meeting shall be transcribed in a minutes indicating the change in legal form, the date on which it takes effect, the distribution of shares, the drafting of new articles of association and the appointment of directors.
The minutes shall be transmitted for registration to the tax and companies department (SIE) within1 month. The deposit can be made on site or by mail.
Warning
a public limited company may change its legal form only if it justifiesat least 2 years of seniority at the time of the conversion and whether it has drawn up and obtained shareholder approval of the balance sheet for its first two financial years.
The change in legal form, as recorded in the minutes of the meeting, must be published in a support for legal announcements within a period of1 month. This publication informs third parties of the change in the form of the SA.
The conversion notice shall contain the following statements :
- Mention of changes: social form abandoned and new form adopted by the business
- Company name 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 in social form must be declared, 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 legal form: the document indicates the former and the new form of the business and designates any new directors, with the original mention of the registration with the tax authorities.
- Copy of the updated statutes: dated and certified as true to the original by the legal representative
- Copy of the Transformation Commissioner's Report
- Certificate of publication of the notice in a support for legal announcements
A change in legal form does not in itself lead to a change in beneficial ownership. However, a new declaration of beneficial ownership (DBE) shall be deposited in the company Formalities Window if, at the same time, the identity, personal address, share capital or control exercised by one of the beneficial owners has changed.
On the Window of company formalitiesHowever, the question of a change in beneficial ownership is now always raised in the course of the formality. If there is no change, then simply check “ The situation has not changed ” to validate the sending of the formality.
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 transformation of social form enforceable against third parties.
Please note
If the business owns a property, you must also inform the land advertising service change in social form.
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.
Statement by the External Auditor
Transformation of a SARL
Transforming an SA
Transformation into SAS
Publication in a legal advertising medium
Amending entry in the register of beneficial owners
Content of the beneficial ownership declaration
Online service