Change in manager of a general partnership
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 manager of a general partnership
The completed file allowing for the modifying formality in the Trade and Companies Register (RCS) linked to a change of manager of a general partnership must be filed within a 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).
Convene a partners' meeting naming a new manager, and indicating the departing manager.
Publish a notice of modification in a journal of legal announcements. This notice must in particular indicate the name of the new manager and that of the departing manager.
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
Legal instruments to be produced by annex to the RCS
A copy of the legal instrument deciding upon change of manager, certified by the new manager (the legal instrument shall indicate the name of the former manager).
If a legal entity appointed as manager of the company is not registered in a public registry or falls under a non-member country of the European Union, attach a copy of its articles in force, where applicable, translated into French, certified as a true copy by legal representative.
The M3 printed forms duly completed and signed.
An original power of attorney of the new manager if such did not sign the M3 forms.
A copy of publication of the modifying notice appearing in ajournal of legal announcements.
If such relates to a regulated business activity, attach a diploma, and the approval or authorisation issued by the agency controlling such activity.
For a manager who is an individual
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 new manager, which will be the subject of verification with any criminal record by the judge appointed to the Trade and Companies Register.
A certificate of family relationship (surname and first names of the parents) of the interested party, unless such family relationship appears in a document previously submitted.
For a manager which is a legal entity
An original extract from the Trade and Companies Register (RCS) dated within the last three months if the entity is registered or any official document demonstrating legal existence of the entity if it is not registered with the Trade and Companies Register (as a example for an association: a copy of publication in the Official Journal).
N.B. : if the legal entity is not registered or falls under the jurisdiction of a country not belonging to the European Union, their legal representative must be declared to the Trade and Companies Register (RCS); in that case, provide the same documents as those listed previously for managers who are natural persons. Also refer to our section: declaration to the RCS of a representative of a directing legal entity
The legal representatives of an entity must be cited in the legal instrument for designation of the managing legal entity and be indicated in the notice published in the journal of legal announcements.
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)
Registry office fees: 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).