How to modify an association's articles of association? Instructions for use

By-laws are to an association what the Constitution is to a country: a fundamental text summarizing its operating principles in every aspect of its existence.

However, they are not immutable in time, and can be modified for a number of reasons throughout the life of the association. To ensure that this procedure runs smoothly, there are a number of essential steps to follow.

Let's find out together how to modify your association's articles of association.

What are the grounds for amending an association's articles of association?

Like any collective structure, an association is likely to change its operating rules during the course of its existence. To do so, a modification of the articles of association is mandatory.

The most common situations include

• Change in the nature or scope of an association's activities
• Modification of the associationname
• Change of registered office address
• Modification of the association's governing bodies, or modification of one of the fundamental operating rules set out in the articles of association.
• Changing the amount of contributions

It is important to point out that the renewal of board members does not require the systematic updating of the articles of association.

Who decides on changes to an association's articles of association?

In an 1901 law associationthe procedure for officially amending the articles of association is defined...in the articles themselves! Most of the time, the project to modify the articles of association is presented by the association's President, and put to the vote of the Board or the General Meeting.

A majority of votes must be obtained to approve the project.

Minutes are then drawn up attesting to the majority will of the association's competent members to amend its own articles of association.

What is the official procedure to follow with the prefecture?

Once an internal decision has been taken to modify the articles of association, an official declaration must be made to the prefecture within three months of the minutes being drawn up.

This can be done in two ways:

• On line
• On paper, by sending the Cerfa n°13972*02 form to the registry of associations in the department corresponding to the association's head office.

The file must contain a copy of the updated articles of association, the minutes of the modification decision and a certificate of domiciliation if the association's registered office is to be transferred to an address other than that of the director.

The application must be submitted by a manager of the association. It takes an average of 15 days for the application to be processed by the prefectural authorities.

How do I publish changes to the articles of association in the Journal officiel des associations?

Once registered by the prefecture, the amendment to the articles of association must be published in the Journal officiel des associations et fondations d'entreprises, only if it involves a change to the association's name, acronym, object or registered office address.

If the bylaws have been amended for a different reason, publication in the official gazette remains optional.

The request for publication in the Journal Officiel is available on the declaration form to be submitted to the prefecture.

Compliance with the official procedure for amending an association's articles of association is extremely important. Failure to meet your reporting obligations carries a fine of €1,500, rising to €3,000 in the event of a repeat offence.