How do I change my company's articles of association?

Do you have a company? Your company is evolving and you want to change your articles of association?

But first of all, what do a company's articles of association mean?

Drawing up a company's articles of association is an essential legal act for any company. Their purpose is toorganize the way a company operates, by setting out all the rules that will be used to structure relations between partners and with third parties.

Such a legal framework sometimes needs to be modified to ensure the smooth running of the business as it develops.

Focus today on the steps involved in changing a company's articles of association!

Steps for amending the articles of association

First of all, there are a number of steps involved in modifying a company's articles of association.

The number of steps and their complexity will depend not only on the legal form of the company concerned, but also on the number of partners.

In fact, a change of company is often less complicated in the case of a one-person company.

The first step is to decide whether or not to amend the company's articles of association.

There are two possible cases:

• For a change in a SARL or EURL: for a SARL, such a decision must be taken collectively by the partners, in the context of a convocation by the structure's manager. Depending on the conditions laid down in the company's articles of association, the resolution must be adopted in compliance with majority or quorum rules. In the case of a EURL, as the sole shareholder, it is he alone who will decide on such a modification. To do this, he or she must draw up minutes.
• For a change to a SAS or SASU: unlike the previous, fairly straightforward cases, the SAS is a complex one, due to the considerable flexibility allowed by law in the drafting of the articles of association. Although decisions are usually taken by a majority of the partners, it is also possible for these decisions to be taken by the manager. However, the law specifies that certain decisions must be taken by the partners, notably in the case of mergers, demergers, appointments, capital increases, etc. Finally, the law also requires unanimity for major decisions, such as inalienability clauses, approval clauses, share transfers, etc. In the case of a SASU, the sole shareholder is in charge of decision-making.

The second step is to register the deed of amendment. For certain modifications to the articles of association, it is necessary to register the deed with the registration office of the corporate tax department within one month. This applies in particular to the transformation of a EURL into a SASU, for example, or a capital increase.

Thirdly, the decision to amend the company's articles of association must be published.

To do this, you need to publish a legal announcement in a Journal d'Annonces Légales (JAL). Two conditions must be met for this announcement:

• The JAL must cover the département where the company's head office is located.
• Publication must take place within one month of the modification.

Finally, the fourth stage involves filing a file with the CFE to modify the articles of association.

As soon as any information recorded in the Trade and Companies Register (Registre du Commerce et des Sociétés or RCS) is modified, it is imperative to return a complete file to the CFE.

Here's what you need to bring together:

• An M2 form
• A copy of the newly signed articles of association
• A copy of the minutes
• A copy of a document justifying the modification
• Proof of publication of an article in a JAL
• Payment to the Registrar of the Commercial Court for formalities

Situations in which bylaws may be amended

Secondly, there are a number of situations in which it is justified to amend a company's articles of association.

As such, these bylaws can be modified in the case of :

• Modification of the corporate purpose: the corporate purpose refers to the nature of the activities carried out by a company. In the event of a new activity not listed in the bylaws, the bylaws must be amended to revise the corporate purpose.
• Changing a corporate name: the corporate name, which is the official name of the company, is also set out in the Articles of Association. Changing it therefore requires a rewriting of the Articles of Association.
• Transferring the registered office: changing the location of your registered office involves modifying your company's articles of association. But depending on whether or not you're staying in the same département, the steps involved are different. They are more complex for a change of department, and at the same time more costly. In particular, two publications in the JALs are required, one in the department of arrival, the other in the department of departure.
• Increase in share capital: to increase the company's share capital, the Articles of Association need to be amended. Note that this may require the appointment of a contribution auditor.

The cost of amending the articles of association

Finally, changing a company's articles of association entails costs that need to be taken into account.

Three of them can be considered:

• Publication in a JAL of the modification to the articles of association is subject to a charge. In the case of an amendment to the articles of association that does not involve a change of département, a single publication is required, at a cost of around €100. For a change of département, and therefore of reference court, two publications are required. One in the département of departure and one in the département of arrival. This doubles the cost to 200€.
• Submission of a complete file to the CFE. A change in the company's articles of association will entail changes to the company's registration, and a new, amended dossier will need to be submitted. Submission of such a file without a change of department will entail payment of a fee of up to €185. In the event of a change of department, and therefore of court of reference, the fee payable to the Registrar of the Commercial Court will be higher, and could be as much as 251€.
• The drafting of amendments to the articles of association by a formalist. Whether the latter is a notary, lawyer, chartered accountant or jurist... Delegating such a task to a legal professional will ensure the quality of the drafting of the articles of association, but will have a cost that must be taken into account.

In conclusion, the complexity, duration and cost of amending your articles of association means that you need to take the drafting of your articles of association very seriously, so as to limit the need to amend them as much as possible.