Associated files

Which articles of association for what business?

Identifying whether a company's business is commercial or 'civile' (non-commercial) in nature is a preliminary step that is essential when determining its legal form as well as its social security and tax regime. It is only after identifying this, that the business owner may choose the legal form most appropriate to his/her project.

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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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Company name

A Company's name enables identification of the company, mostly with clients, suppliers, administrations and the wider public.

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Last published

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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File : The articles of association of a company

Part 2

Content of the articles of association

Content of the articles of association

The articles comprise several pieces of obligatory information.

Obligatory mention of articles of association for most companies

The articles of association of all companies must mandatorily indicate:

  • Company name;
  • legal form;
  • registered office address;
  • contributions from each partner or shareholder;
  • amount of equity;
  • the object (in other words the summary description of the activities and operations performed by the company);
  • duration of the company's life cycle.

In the case of notarised articles of association, they must show the name and address of the notary.

There must be additional information in the articles, especially the company's operational modalities (identification,make-up, decisional rules for the company's main bodies, especially management, administration and control; profit distribution key etc) or, for example, contributions in kind (identification and evaluation of this type of contribution).

Good to know: additional mentions are mandatorily required for certain types of company, especially limited company (SA ), limited liability company (SARL), limited partnership (SCS), and civil company. Therefore, for a SA, it is mandatory to mention in the articles of association, among other things each category or form of shares issued, the number of shares per category; the fraction of equity that it represents.

 

Optional provisions in the articles

The text, properly speaking, known as the articles of association, may be preceded by an introduction presenting the main reasons for founding the company and its main organisational lines.
Depending on the form of company, the articles may simply reproduce legislative provisions and other texts concerning companies; they may exclude certain of them; they may stipulate specific provisions. It is also possible to combine all or part of such provisions.

 

Documents appended to the articles of association

The addition of certain documents to the articles of association is obligatory in certain cases. The most frequent case is that of the report by the contribution auditor's report when contributions in kind exceed certain thresholds when creating a SARL or a SA.
In addition, the partners or shareholders may freely decide to add other documents to the articles, such as:

  • a list of deeds proprietary to creating and starting a company: "acts performed on behalf of the company in the process of being created" which comprises basically the amounts and the dates of the expenses incurred by the founders up until signature of the articles;
  • internal regulations aimed at competing and/or simply explaining statutory provisions, and whose legal reach may either be obligatory or optional;
  • one or several pacts between partners or shareholders, in other words contracts or conventions drawn up between or all certain of them in order to regulate their relationships concerning special items not mentioned in the articles.

 

See our topical dossier: "Share capital"

Prohibition to include or exclude certain provisions

Firstly, the articles may not include provisions contrary to the law and/or other texts of the public nature governing companies; Secondly, legislative provisions and/or other texts with imperative legal value may not be excluded from the articles.

 

Download the EURL articles of association template