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.
Appointment of a co-manager of a limited liability company
The completed file allowing for the modifying notice in the Trade and Companies Register (RCS) linked to the appointment of a co-manager of a limited liability company (SARL) must be filed within the month of the legal instrument so deciding (Article R. 123-66 of the Commercial Code): either
- at the competent Commercial Formality Centre (CFE); or
- 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).
Convene a partners' meeting to validate the appointment of the co-manager.
Publish a notice of modification in a journal of legal announcements.
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 attached
Legal instruments to be produced by annex to the RCS
A copy of the minutes for the legal instrument of the SARL setting forth the appointment of the co-manager, certified as conforming by at least one co-manager.
The duly completed and signed M3 SARL-SELARL forms.
The power of attorney of the co-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 the approval or authorisation issued by the controlling agency for such activity.
A copy of the identity document of the new co-manager: 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 co-manager, which will be the subject of verification with any criminal record by the judge appointed to the Trade and Companies Register.
A certificate of family relationship of the new co-manager (surname and first names of the parents), unless such appears in a document previously submitted.
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)
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).