Changing the legal form of the business
Verified 01 January 2024 - Directorate for Legal and Administrative Information (Prime Minister)
Changing the legal form of your business involves complying with conditions and formalities that depend on both its original legal form and the new legal form sighting.
What applies to you ?
Warning
individual business l'in is not a business. Individual business If you are the head 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 SARL
Step-by-step approach
To change the legal form of the business, you must use a transformation commissioner reporting on the financial health of the business and its cash flow.
Specifically, its mission is to assess the value of the assets of the business and the special benefits. He must certify that the equity of business are at least equal to the share capital.
This role can be assigned to the auditor business if it has it.
In the absence of an auditor in the company, the transformation commissioner is selected from a list of experts suggested by the courts. Its designation shall be carried out in one of the following ways:
- Either by unanimity of the votes of the members
- Or, in the event of disagreement, by the commercial court, following a written request from one of the partners.
The report of the Commissioner shall be made available to the members at the registered office and shall be lodged at the Registry of the Commercial Court at least 8 days before assembly meeting called upon to decide on the conversion.
The minutes shall show a express approval partners as regards the report on the value of social assets. In practice, the minutes should state: " the general assembly approves the report on the value of assets in the company's assets and on specific advantages and decides on the conversion of the business into .... ”.
Warning
If no report is made, the transformation operation is not valid, unless it is a transformation into CNS: titleContent.
Changing the legal form of the business requires first a amendment of the statutes which presupposes compliance with the following 2 conditions:
- A collective agreement of the partners
- Compliance with ceilings (in share capital and number of members) required by the new legal form.
The procedure for meeting these 2 conditions varies according to the new legal form envisaged.
LOCK
The decision to convert SARL into a LOCK must be taken unanimously by the members meeting in an extraordinary general meeting. All the partners must therefore be present or represented at the meeting in order for the decision to be valid.
Social capital is freely fixed by the partners, no minimum capital is required.
The SAS shall comprise 2 associated minimum, but can be exploited by a single partner as SASU: titleContent.
Partners should take care of update statuses to adapt them to the new legal shape of the business: operation of management bodies, decision-making in meetings, appointment of an auditor, approval of new members, etc.
SA
The decision to convert SARL into a SA must be taken by a 2/3 majority of the partners meeting at an extraordinary general meeting. A simple majority shall suffice if the equity on the last balance sheet are more than €750,000.
The share capital of the SA shall be fixed by law at €37,000 minimum. If the capital of the SARL is less than this amount, a capital increase and/or a transfer of shares will be required.
The SA must include minimum of 2 shareholders, this number shall be increased to 7 for a listed business.
Shareholders must take care of update statuses to adapt them to the new legal form of the business.
CNS
The decision to convert SARL into a CNS must be taken unanimously by the members meeting in an 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 SNC must have at least 2 partners with the merchant status.
Partners should take care of update statuses to adapt them to the new legal form of the business.
The outcome of the assembly meeting shall be recorded in a report indicating the change in legal form, the date on which it takes effect, the distribution of the shares, the drafting of the new statutes and the appointment of officers.
The minutes shall be sent to the tax and companies department (SIE) within1 month. The deposit can be made on site or by post.
Who shall I contact
The change of legal form, recorded in the minutes of the meeting, must be published in a legal listing support within a period of1 month. This publication is used to inform third parties of the change of form of the SARL.
The processing notice must contain following mentions :
- Mention of changes made: abandoned social form and new form adopted by the business
- Name of the business
- Address of registered office of the business
- Unique business identification number (Siren number)
- Amount of the 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 in social form must be declared, within 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 deciding on the change of legal form: the document indicates the old and new form of the business and identifies any new directors, with the original mention of the registration with the tax authorities.
- Copy of the updated articles of association: dated and certified as original by the legal representative
- Copy of the Transformation Commissioner's Report
- Certificate of publication of the notice in a legal listing support
If the change in legal form results in a change in beneficial ownership, it must also be declared on the formalities window.
After this declaration, the automatic insertion in the Bodac (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 real estate, you must also inform the land advertising department change in social form.
You run a SAS
Step-by-step approach
To change the legal form of the business, you must use a transformation commissioner reporting on the financial health of the business and its cash flow.
Specifically, its mission is to assess the value of the assets of the business and the special benefits. He must certify that the equity of business are at least equal to the share capital.
This role can be assigned to the auditor business if it has it.
In the absence of an auditor in the company, the transformation commissioner is selected from a list of experts suggested by the courts. Its designation shall be carried out in one of the following ways:
- Either by unanimity of the votes of the members
- Or, in the event of disagreement, by the commercial court, following a written request from one of the partners.
The report of the Commissioner shall be made available to the members at the registered office and shall be lodged at the Registry of the Commercial Court at least 8 days before assembly meeting called upon to decide on the conversion.
Warning
if no report is made, the processing operation is not valid unless it is a transformation into SARL or SNC.
Changing the legal form of the business requires first a amendment of the statutes which presupposes compliance with the following 2 conditions:
- A collective agreement of the partners
- Compliance with ceilings (in share capital and number of members) required by the new legal form.
The procedure for meeting these 2 conditions varies according to the new legal form envisaged.
SARL
The decision to convert SAS into 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 associated minimum but can be operated by a single partner in the form of an EURL. However, SARL must count less than 100 partners within it.
Partners should take care of update statuses to adapt them to the new legal form of the business.
SA
The decision to convert SAS into SA must be taken by the shareholders meeting in extraordinary general meeting in accordance with the rules of quorum provided for in the statutes.
The share capital of the SA shall be fixed by law at €37,000 minimum. If the capital of SAS is less than this amount, a capital increase and/or a transfer of shares will be required.
The SA must include minimum of 2 shareholders, this number shall be increased to 7 for a listed business.
Shareholders must take care of update statuses to adapt them to the new legal form of the business.
CNS
The decision to convert SAS into SNC must be taken unanimously by the members meeting in an 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 SNC must have at least 2 partners with the merchant status.
Partners should take care of update statuses to adapt them to the new legal form of the business.
The outcome of the assembly meeting shall be recorded in a report indicating the change in legal form, the date on which it takes effect, the distribution of the shares, the drafting of the new statutes and the appointment of officers.
The minutes shall be sent to the tax and companies department (SIE) within1 month. The deposit can be made on site or by post.
Who shall I contact
The change of legal form, recorded in the minutes of the meeting, must be published in a legal listing support within a period of1 month. This publication makes it possible to inform third parties of the change of form of the SAS.
The processing notice must contain following mentions :
- Mention of changes made: abandoned social form and new form adopted by the business
- Name of the business
- Address of registered office of the business
- Unique business identification number (Siren number)
- Amount of the 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 in social form must be declared, within 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 deciding on the change of legal form: the document indicates the old and new form of the business and identifies any new directors, with the original mention of the registration with the tax authorities.
- Copy of the updated articles of association: dated and certified as original by the legal representative
- Copy of the Transformation Commissioner's Report
- Certificate of publication of the notice in a legal listing support
If the change in legal form results in a change in beneficial ownership, it must also be declared on the formalities window.
After the declaration, the automatic insertion in the Bodacc (Official Bulletin of Civil and Commercial Advertisements) by the Registry will render the transformation of social form enforceable against third parties.
Please note
If the business owns real estate, you must also inform the land advertising department change in social form.
You run an SA
Step-by-step approach
The change in legal form begins with the drawing up, not compulsory, of a report by the transformation commissioner on the financial health of the business and its cash-flow statement.
Specifically, its mission is to assess the value of the assets of the business and the special benefits. He must certify that the equity of business are at least equal to the share capital.
This role can be assigned to the auditor business if it has it.
In the absence of an auditor in the company, the transformation commissioner is selected from a list of experts suggested by the courts. Its designation shall be carried out in one of the following ways:
- Either by unanimity of the votes of the members
- Or, in the event of disagreement, by the commercial court, following a written request from one of the partners.
Changing the legal form of the business requires first a amendment of the statutes which presupposes compliance with the following 2 conditions:
- A collective agreement of the partners
- Compliance with ceilings (in share capital and number of members) required by the new legal form.
The procedure for meeting these 2 conditions varies according to the new legal form envisaged.
SARL
The decision to convert SA into SARL must be taken by a 2/3 majority 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 associated minimum but can be operated by a single partner in the form of an EURL. However, SARL must count less than 100 partners within it.
Partners should take care of update statuses to adapt them to the new legal form of the business.
LOCK
The decision to convert SA into SAS must be taken by unanimity of shareholders meeting in an 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 shall comprise 2 associated minimum but can be operated by a single partner in the form of SASU.
Partners should take care of update statuses to adapt them to the new legal shape of the business: operation of management bodies, decision-making in meetings, appointment of an auditor, approval of new members, etc.
CNS
The decision to convert SA into SNC must be taken by unanimity of shareholders meeting in an 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 SNC must have at least 2 partners with merchant status.
Partners should take care of update statuses to adapt them to the new legal form of the business.
The outcome of the assembly meeting shall be recorded in a report indicating the change in legal form, the date on which it takes effect, the distribution of the shares, the drafting of the new statutes and the appointment of officers.
The minutes shall be sent to the tax and companies department (SIE) within1 month. The deposit can be made on site or by post.
Who shall I contact
Warning
a public limited-liability company may change its legal form only if it proves thatat least 2 years of service at the time of conversion and whether it has drawn up and had approved by the shareholders the balance sheet for its first two financial years.
The change of legal form, recorded in the minutes of the meeting, must be published in a legal listing support within a period of1 month. This publication makes it possible to inform third parties of the change in form of the SA.
The processing notice must contain following mentions :
- Mention of changes made: abandoned social form and new form adopted by the business
- Name of the business
- Address of registered office of the business
- Unique business identification number (Siren number)
- Amount of the 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 in social form must be declared, within 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 deciding on the change of legal form: the document indicates the old and new form of the business and identifies any new directors, with the original mention of the registration with the tax authorities.
- Copy of the updated articles of association: dated and certified as original by the legal representative
- Copy of the Transformation Commissioner's Report
- Certificate of publication of the notice in a legal listing support
If the change in legal form results in a change in beneficial ownership, it must also be declared on the formalities window.
After the declaration, the automatic insertion in the Bodacc (Official Bulletin of Civil and Commercial Advertisements) by the Registry will render the transformation of social form enforceable against third parties.
Please note
If the business owns real estate, you must also inform the land advertising department change in social form.
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