The life of a company is punctuated by constant developments: change of activity, new company name, moving of offices, etc. These developments give rise to a modification of the company and its statutes.
In this guide, Captain Contrat presents the different modifications that are possible and the procedure to follow to carry them out.
How to modify the statutes of a company?
Changing the statutes: an essential step in the life of a company
When you file your articles of association when you create your company, you should know that they are not final. Indeed, you will have to modify them if you wish to update the company’s operating rules. Furthermore, these articles of association will have to be modified at the slightest change in the company, whether it is a simple transfer of the registered office or a change in the company name .
The modification of the statutes is therefore an essential step in the life of a company since it occurs with each evolution of the company.
How to draft the new statutes of your company?
Drafting the statutes is a complex and time-consuming step. Some modifications, such as transferring the registered office, require making a simple change. Other modifications, on the other hand, are more delicate. This is particularly the case if you decide to change the operating mode of a body or if you want to modify the scope of the manager’s skills. These important modifications require careful drafting of your statutes to ensure that the changes made correspond to what you want to put in place. It is also essential to anticipate any conflicts or sticking points that these modifications could create.
Drafting the statutes is a crucial step when modifying the company. You can call on a lawyer to save time and ensure that this operation goes smoothly.
What is the procedure for changing your statutes?
The procedure for amending the statutes depends on the legal form of your company. However, certain steps are common to all companies.
The collective decision of the partners
To modify the company’s statutes, the partners or shareholders must first vote in favor of this change.
In an SARL, the decision to amend the statutes must be voted on by the partners meeting in an extraordinary general meeting . The partners present or represented must own at least a quarter of the shares for the decision to be valid. Furthermore, the amendment of the statutes requires a two-thirds majority.
In an SAS, the collective decision of the partners is also a mandatory step to modify the statutes. However, it is the statutes that designate the body authorized to make the decision . The statutes of the SAS also set the rules of quorum and majority necessary for the modification of the statutes.
Publication in a legal notice medium
Once the group of partners has decided to modify the company’s statutes, a notice must be published in a legal notice medium to inform the public of this modification.
To do this, you can contact an authorized newspaper in the department in which the head office is located or use an online solution .
Submitting a file to the Single Window
Finally, the last step in the procedure for amending the statutes is to file an amendment file on the Single Window . To do this, you will need to provide the following documents:
A copy of the minutes of the body which took the decision to amend the statutes;
A copy of the updated statutes. It must be dated and certified as true by the company manager;
The certificate of publication of the notice in a legal notice medium