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 in president of a simplified joint-stock company

The completed file, allowing the modifying formality of the Trade and Companies Register (RCS) linked to a change in the president of a simplified joint-stock company, must be filed during the month in which its legal instrument was decided (Article R. 123-66 of the Commercial Code) with:

  • either at the competent Commercial Formality Centre (CFE);
  • 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).

Steps preliminary to the filing of the formality

Convene a partners' meeting naming the new president. Publish a modifying announcement in a journal of legal announcements.

If you are conducting a regulated activity: see that you proceed to modification of your approval or authorisation from the organisation which issued it.

Documents to be attached to the file

LEGAL INSTRUMENTS TO BE PRODUCED BY ANNEX TO THE RCS

A copy of the legal instrument changing the president of the simplified joint-stock company (SAS) (the identity of the former president must also appear in this legal instrument), certified as conforming by the legal representative.

If a legal entity named president of the SAS is not registered in a public register or of a similar register of a non-member country of the European Union, attach a copy of its current articles of association translated into French, if applicable, certified conforming by the legal representative.

SUPPORTING DOCUMENTS

The M3 printed forms duly completed and signed.

An original power of the legal representative if such did not himself sign the M3 forms (this power can be granted in the legal instruments).

A certification of publication of a modifying announcement published in a journal of legal announcements.

FOR THE PRESIDENT WHO IS AN INDIVIDUAL

A copy of a form of identification: copy of a passport or of a valid national identity card, or a copy of a valid, double-sided resident permit, as applicable. The status indicated on the residence permit must allow the holder to register with the Trade and Companies Register (RCS).

A sworn declaration of non-conviction of the new president, dated and signed in original, which will be subject to verification with the criminal record by the appointed judge of the Trade and Companies Register.

A certification of family relationship (surnames and first names of the parents), unless the family relationship is indicated in an already produced document.

If a regulated business activity, attach a copy of the authorisation, the certificate or qualification, as applicable, issued by a competent authority.

FOR THE PRESIDENT WHICH IS A LEGAL ENTITY

An official Trade and Companies Register extract, in original and dating within the last three months if the legal entity is registered, or any other official document justifying its legal existence if not registered at the RCS (accompanied, if applicable, by a certified conforming translation).

N.B. : if the legal entity is not registered or a similar registration does not exist for a non-member of the European Union, its legal representative must be declared to the RCS ; in such case, the same pieces of identification as those previously required for the president who is an individual must be produced. Also see our synopsis: declaration to the RCS by the representative of the directing legal entity

Prices

ENCLOSE 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

Fees of the registry office: 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).