Procedures Guide

The Procedures guide allows entrepreneurs and decision-makers to have a reliable, precise and up to date overview of legal procedures and measures concerning commercial formalities to be undertaken. It is broken down into 6 sections in which you can find information and documentation required for formalities with Registry Offices at the Commercial Courts.

Change of manager of a private limited company (SARL)

The completed file allowing for the modifying formality in the Trade and Companies Register (RCS) linked to a change of manager of an SARL must be filed within a month of the legal instrument so deciding (Article R. 123-66 of the Commercial Code): either

  • at the competent Commercial Formality Centre (CFE); or
  • directly at the registry office of the commercial courtin application of Article R. 123-5 of the Commercial Code (procedure known as "Article 3" of Decree No. 96-650 of 19 July 1996).

Preliminary steps

Holding a partners' meeting naming a new manager, and indicating the departing manager.

Publish a notice of modification in a journal of legal announcements. This notice must in particular indicate the name of the new manager and that of the departing manager.

if you are conducting a regulated business activity (sale of alcoholic beverages, optician and eye wear, transportation...) : be certain to proceed with modification of your approval or authorisation with the issuing agency.

Documents to be enclosed

Legal instruments to be produced by annex to the RCS

A copy of the legal instrument deciding upon change of manager, certified by the new manager (the legal instrument shall indicate the name of the former manager).

Supporting documents

The duly completed and signed M3 SARL-SELARL forms.

An original power of attorney of the new manager if such did not sign the M3 SARL-SELARL forms.

A certificate of publication of the notice of modification in a journal of legal announcements.

If such relates to a regulated business activity, attach a diploma, and approval or authorisation of the business activity issued by the controlling authority for such activity.

A copy of the identity document: copy of a passport, currently valid national identity card, or of a copy of both sides of a currently valid residency permit, if applicable. The status indicated on the residence permit must allow the holder to register with the Trade and Companies Register (RCS).

An original sworn statement of non-conviction dated and signed by the new manager, which will the subject of verification with the criminal record by the judge appointed to the Trade and Companies Register.

A certificate of family relationship (surname and first names of the parents) of the interested party, unless such family relationship appears in a document previously submitted.

Prices

Attach a cheque for 205.50 euros

Cheques must be made payable to the relevant GREFFE DU TRIBUNAL DE COMMERCE, and attached to the application.

Cost breakdown for this formality

Registry office fees (including filing fees: €7.80)

VAT

INPI

BODACC

€65.00

€13.00

€11.80

€115.70

Registry office fees: postage fees of extracts included. INPI: National institute of industrial property (paid by the registry office). BODACC: Bulletin Officiel des Annonces Civiles et Commerciales (Official Journal of Civil and Commercial Announcements) (paid by the registry office).