Associated files

Incorporation on the Trade and Companies Register

Incorporation on the Trade and Companies Register is essential. Leading to attribution of a SIREN code issued by the INSEE and notably by the issue of a kbis (company registration certificate) by the registry office at the Commercial court, this is the condition for exercising the majority of rights and obligations of companies who should normally be subject thereunto and the legal performance of activities.

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Share capital

Share capital fulfils several roles: company funding, guarantee for third-party creditors, and distribution key of rights and powers within the company; it can be seen as a multifunction instrument serving additional interests: not only those of the company, but of its owners and creditors.

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The articles of association of a company

The articles of association constitute the company's founding charter. They give the company its individual character and materialise its main characteristics, especially its objectives and general operation with regard to partners, shareholders and the parties. They are mandatorily set in writing.

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The minutes of general meetings for approval of the annual accounts of commercial companies

Once a year, the annual accounts for the last financial year, i.e., the balance sheet, the profit and loss statement and the notes, must be approved of the Annual General Meeting. More specifically, in most commercial companies (SA, SAS, SNC, SCS, SA, SARL etc. ), the members of the executive bodies are liable to heavy criminal and civil sanctions for management error, if they breach the obligation to submit annual accounts for approval by the partners or shareholders. For this reason, the members of these executive bodies must demonstrate that they have indeed submitted the company's annual accounts for the preceding financial year for approval by the partners or shareholders, who generally meet in Annual General Meeting, by drawing up minutes of the general meeting. The approval of the annual accounts is therefore strictly regulated. By approving these annual accounts, these partners or shareholders implicitly demonstrate that the documents concerned contain data that has been prepared on a true and sincere basis. They also presume that, as of the closing date of each financial year, these annual accounts reflect a faithful picture of the assets, the financial position and the book profit (or loss) for the companies' business. More generally, the approval of the annual accounts represent the indispensable tool to provide a minimum of information on the main accounting parameters, financial management and operations of commercial companies. They are therefore an essential decision making tool aiding the diverse interests of any interested person (directors; shareholders; investors; government authorities; creditors, such as bankers, suppliers; customers; competitors; commercial courts and potentially other judicial authorities, responsible for preventing and dealing with companies in difficulty) near or far, through access to the company's business data as well as by their financial, accounting and management position. For all these reasons, it is vital that the annual accounts must be approved in strict compliance with the statutory requirements.

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Company history

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Legal proceedings

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File : Company name

Part 4

Modifying the company name

Modifying the company name

Changing the company name requires changing the articles of association as well as various publications.

Decision and scope of the modification of the company name

Adopting a new company name requires changing the mention of the company name in the articles of association; this must be carried out under the stipulated conditions (competent bodies; decisional modalities for modification of the articles; decisional form) in order to modify the articles of association, specific to each type of company. The decision must mandatorily mention the former company name.
This modification does not create a new moral legal entity; the company maintains the same one.
The following must be updated, by the latest at the time of the official announcement of the new company name: all hardcopy media of the main deeds and documents generated by the companies and destined for third parties on which the company name appears, especially letters, invoices, announcements, various publications and information provided on the company's website.

Official publication of the company name

Public notification of modification of the company name must be published in a legal gazette (JAL). The notification must mention both the former and the new company name.
The form M2 "Declaration of Modification – Legal Entity" must be accompanied by proof of publication of the legal announcement, a copy of the updated articles of association, dated and certified by the legal representative, as well as a copy of the deed of the company name change, certified by the legal representative.
The company name modification procedure must be carried out within one month of the deed that confirmed it, with the CFE or the Registry of the Commercial Court, by virtue of article R. 123-5 of the commercial code (formerly known as "Article 3"). Automatic insertion in the Bodacc (official Gazette of civil and commercial announcements) by the Commercial Court Registry will render modification of the company name enforceable against third parties (€115.70 for publication in the Bodacc).
The total fees for this procedure come to €205.50 including Registry fees, VAT, INPI fees and the cost of publication in the Bodacc. Additional charges will be incurred should the company possess one or several establishments registered with the Trade and Companies Register, and companies that are not geographically attached to the Commercial Court Registry.
Should the person signing the company name modification procedure not be the legal representative, a power of attorney granted by the latter will mandatorily be required.

Form M2 "Modification Declaration – Moral Person"
Access form M2 "Modification Declaration – Moral Person"
List of legal announcement gazettes
Consult the list (non-exhaustive)
of legal announcement gazettes in order
to publish the announcement that you are
creating a company
Power of attorney template
Download a power of attorney template