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 4

Modifying the articles of association

Modifying the articles of association

The content of the articles may change according to circumstances encountered by the company throughout its life cycle: the object, the registered office address etc may change.

What is meant by modification of the articles of association?

These are changes that impact content of the articles. They may apply to the text and even to stipulations in the articles, as well as simple information such as Company name, names of directors, the amount of share capital, the address of the registered office.

 

Conditions for modifying the articles, specific to each type of company

The modalities of deciding modification of the articles vary according to the legal type and form of the companies in question:
– voting conditions (for example, unanimity or majority depending on capital and/or the presence of partners or shareholders at the assembly);
– conditions governing the form of decisions made by: assembly; written consultations; unanimous consent of the partners or shareholders in a deed.
In addition, these modalities also have to be decided. For example a change of nationality of the company mandatorily requires unanimity of the partners or shareholders, whereas modification of the registered office of a SARL may require only a simple decision by the manager subject to subsequent ratification by the assembly.

 

Effects of modifications to the articles of association

Certain modifications applying to company name must appear on all the company documents (documents destined for third parties, especially letters, invoices, announcements, miscellaneous publications and information provided on the company's website). Modification of the registered office is subject to special rules (see our topical dossier "Transfer of the registered office").
The modification must be announced in a legal journal, within one month of the date selected for the modification that was decided. The price of the publication per line is fixed, according to tariffs in force. An attestation of publication in the journal must be appended to the dossier of the articles of association modification.
Modification of the company's articles of association is performed using form M2 "Declaration of Modification – Legal Entity". The form is sent to the Centre for business formalities (CFE), to the Chamber of Commerce and Industry or to the commercial Court registry, pursuant to article R. 123-5 of the Commercial Code. Automatic insertion in the Bodacc (official Gazette of civil and commercial announcements) by the commercial Court registry renders the modification enforceable against third parties.
The fees for this procedure include Registry fees, VAT, INPI fees and the cost of publication in the Bodacc. Depending on the type of modification to the articles, the dossier to be sent to the commercial Court registry may include an exemplar of the updated articles. In such a case, the update must first be certified a true copy by the company's legal representative.

Good to know: Should the person performing the modification of the articles of association not be the legal representative, a power of attorney granted by the latter is mandatory.

 

Access form M2 "Modification Declaration – Legal Entity"
Access other forms