The articles of association of a company are all the legal rights and obligations which bind the shareholders whether they are individuals or legal entities within a company and with respect to third parties. They must filed at the Registry office. A company's articles of association therefore define its goals and operations.
From the articles of association and company instruments, you can find out:
the general characteristics of the company (legal form, name, registered office, duration, business purpose, etc.);
the registered share capital and its breakdown (number and value of each share, sales terms, etc.);
the names of the shareholders and legal entities and anything that is relevant to the company's administration.
Three types of documents are made publicly available by the registry offices of the Commercial courts and on Infogreffe:
-Articles of association for a company or an association. This written document contains specific mandatory declarations which define the objectives and the operating rules.
-Modification instruments: for legally modifying the legal form of the company: transfer instrument which is used to create or modify the file, extension order, to defer the filing date for annual accounts, extension order refusal, and some modification instruments such as the winding up instrument, which is used to de-register the file, etc.
-Latest updated articles of association: articles of association updated following the modification of instruments.
Individuals or legal entities who want to set up a company together must draft the company's articles of association. Other than the contributions of each shareholder, this document determines the legal form adopted, the company's business purpose, the company name, the address of the registered office, the amount of the registered share capital, the duration of the company, and the its operating terms.
These articles of association are the main conditions which govern the incorporation of any company. It is an important step, because their content has both legal and tax impacts on the company as a legal entity, as well as on its directors.
The articles of association can be drafted:
- as a certified document (mandatory for the contribution of a building) ;
- by a privately signed instrument.
This instrument must be filed at the Trade and Companies Register (RCS) during the registration application process, by filing one original document, dated and signed by all of the partners in person (or by a representative possessing a special power of attorney), if it is a private agreement. If a certified instrument is filed, the document that should be filed is an "expédition" [certified copy]. The power(s) of attorney for signing the articles of association should be filed as an original copy.
A company's articles of association must include specific data, not only the data required for any type of company, but also additional data that should be provided, if applicable, depending on the chosen legal form. This does not preclude the existence of a relative margin of discretion granted to shareholders, and the presence of optional clauses that comply with the statutory regulations in force.
The articles of association should be registered with the tax authorities in the months following their signature. This formality is not required prior the registration at the RCS.
Modifying a company's articles of association
Unless there is a contrary clause, the articles of association can be modified only on the unanimous agreement of the shareholders. The instruments , deliberations, or decisions that modify the documents filed when the legal entity was incorporated shall also be filed in the appendices at the Trade and Companies Register within one month from the date of signature (a copy of the instrument, together with the updated articles of association or the agreement to form a group).
To order the Instruments and articles of association for a company, please:
1: Use the search form to go to the Infogreffe data sheet of the company which interests you.
2: On this company data sheet, go to the Official documents section and click on the tab "Instruments and articles of association".
3: Select the desired transmission methods (letter or email) for the documents that you would like to buy. They will be automatically added to the shopping cart.
4: Click on 'Complete my order' or on the shopping cart at the top of the page and follow the steps in the order tunnel in order to receive your official documents and receipt.
We have produced a free guide to formalities where you can find the following information: