Change of director
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 of director
The completed file allowing for the modifying formality with the Register of Trade and Companies (RCS) linked to the change of director in 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
Convene an ordinary general meeting to appoint a new director.
Publish a notice of modification in a journal of legal announcements. In particular, it must indicate the name of the new director as well as the name of the departing director.
If you perform a regulated activityand if the departing director was the legal representative, be sure to request a modification of your approval or authorisation with the issuing agency.
Documents to be attached to the file
Legal instruments to be produced by annex to the RCS
A copy of the legal instrument of the company noting the change of director, certified by the legal representative. This legal instrument must include the name of the departing director.
If applicable, a copy of the legal instrument of the board of directors deciding on the change of the chairman of the board of directors, certified by the legal representative. The legal instrument must indicate the name of the former chair of the board of directors.
A certified copy of the legal instrument conferring the capacity of permanent representative for a legal entity named director, if applicable.
If a legal entity named director is not registered in a public register or comes under the jurisdiction of a country not belonging to the European Union, enclose a copy of the articles of association in effect translated, if necessary, into French, certified by their legal representative.
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 certification of publication of the modification notice in a journal of legal announcements.
If the activity is regulatedand if the departing director was the legal representative, a copy of the authorisation, diploma, approval or qualification, as applicable.
For directors who are individuals
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 parents) unless the family relationship appears in a document already provided.
For directors which are legal entities
An original extract from the Trade and Companies Register (RCS) dated within less than three months if the legal entity is registered or any official document justifying the legal existence of the entity if it is not registered with the Trade and Companies Register.
For the permanent representative, provide the same supporting documents as those listed previously for directors who are individuals.
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 a member of the board of directors who is an individual.
See also our section: RCS declaration by the representative of a directing legal entity
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).