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 managing director and/or deputy managing director

The complete d file allowing for the modifying formality with the Register of Trade and Companies (RCS) linked to a change in managing director and/or deputy managing director of a public limited company (SA) with a board of directors 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
  • 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

Holding a meeting of the board of directors.

Publish a notice of modification in a journal of legal announcements. This notice must specifically include the name of the new managing director (and/or new deputy managing director) as well as the name of the departing managing director (and/or deputy managing director).

If you are performing a regulated activity, be sure to request a modification of your approval or authorisation with the issuing body.

Documents to be attached to the file

Legal instruments to be produced by annex to the RCS

A copy of the minutes of the board of directors having decided the change in the managing director (and/or deputy managing director), certified by the legal representative or by any person so authorised by the texts governing the public limited company (SA). The identity of the former managing director and/or former deputy managing director must appear in the legal instrument.

Supporting documents

The M3 printed forms duly completed and signed.

An original power of attorney from the legal representative if he has not signed the M3 forms.

A certificate of publication of the notice of modification in a journal of legal announcements.

If the declared activity is regulateda copy of the authorisation, diploma, approval or qualification, as applicable.

For the managing director and/or deputy managing director

A copy of the identity document: 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 interested party which will be verified against any criminal record by the judge appointed to the Trade and Companies Register.

A certificate of family relationship (full names of the parents) for the new managing director (and/or new deputy managing director) unless such relationship appears in a document already provided.

Prices

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)

VAT

INPI

BODACC

€65.00

€13.00

€11.80

€115.70

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).