Creation of a business: drafting and registration of statutes

Verified 27 February 2026 - Entreprendre Public Service / Directorate of Legal and Administrative Information (Prime Minister)

The statutes define the legal and organizational rules of a business. The business is constituted by the signature of the statutes, prior to the administrative formalities of registration. Their drafting is therefore a fundamental and mandatory step.

The statutes of a business are a written act, drawn up by the partners when the business was set up.

They contain the key information of the business, such as its legal form, its social object, sa denomination, sound head office, its capital or its duration. They specify, more broadly, the main modalities of its operation. In particular, they make it possible to govern relations between partners and with regard to third parties.

They are essential to the creation of a business.

The information to be included in the statutes of a business differs according to the legal form chosen but includes, however, common mandatory particulars.

The subsequent particulars relating to the identification of the business shall mandatory be present in the articles of association:

The statutes must also determine all rules relating to the operation and management of the business, such as:

  • Decision-making procedures (decisions taken by simple majority at the ordinary general meetings and extraordinary general meetings, unanimous decision for certain operations)
  • Powers of business officers (e.g. what they can sign, whether they can represent the business in court, etc.)
  • How the business underwrites and allocates securities (i.e. how the securities are allocated, who owns the securities, which may give more voting rights or dividends, etc.)

Please note

If the statutes have been drawn up by a notary (notarial deed), its name and address must appear in the statutes of the business.

Some additional mandatory particulars are required according to the chosen legal form:

SAS / SASU

Some additional information must be included in the statutes of a Simplified share business (SAS) or, where applicable, a Single-Person Simplified Share business :

  • Modalities of decision-making (including decisions to be taken collectively by shareholders): who decides, how and by what majority
  • First statutory auditors, if applicable
  • Conditions under which the business is run (rules governing the day-to-day management of the business and the role of its managers)
  • Conditions for the appointment of the President
  • Conditions under which the Chief Executive Officer or Deputy Chief Executive Officer may exercise the powers conferred on the President
  • Provisions on the composition, functioning and powers of governing bodies
  • For each class of shares issued: the number of shares and the specific rights attached to them (voting rights, dividend rights, enhanced right of information, etc.) and, as the case may be, the share of share capital it represents or the nominal value of the shares that make it up
  • Form of shares (registered or to the bearer)
  • Special conditions for the approval of transferees, in the event of a restriction on the free trading or disposal of shares
  • Identity of contributors in kind, assessment of the contribution made by each of them and number of shares awarded in return for the contribution
  • Identity and nature of beneficiaries of special benefits: indicate which members receive special benefits and the nature of these benefits (voting rights, dividends preferences, etc.)
  • Provisions relating to the distribution of income, reservations and the distribution of liquidation bonus
  • Arrangements under which shares may be subscribed in industry
  • Identity of all natural persons or morals who have signed or on behalf of who have signed the articles or draft articles of association

An example of SAS statuses is available:

Model statutes of a SAS

SARL / EURL

Some additional information must be included in the statutes of a limited liability company (SARL)or, where applicable, a Single Person Limited Liability company (EURL) :

  • Name of the manager(s)
  • Distribution of shares
  • Release of shares and deposit of funds
  • Evaluation of each contribution in kind
  • Decision not to use in-kind assessment
  • Arrangements under which shares may be subscribed in industry
  • Modalities of decision-making, in particular the decisions to be taken collectively by the members
  • In the case of a share lease agreement: mention of the contract

An example of SARL statuses is available:

Model of statutes of a SARL

An explanatory note is also available to facilitate the drafting of the statutes of a SARL:

Explanatory note to properly write the statutes of a SARL/EURL

ICS

Additional information must be included in the statutes of a Real Estate Civil business (SCI) :

  • Social object limited to property management and may not be commercial in nature
  • Name of the manager(s)
  • Distribution of shares
SA

Some additional information must be included in the statutes of a public limited company (SA). These statements differ depending on whether it is a SA to Board of Directors or a SA with Management Board and Supervisory Board :

SA to Board of Directors

The statutes of an SA with a board of directors must mention:

  • Maximum number of members of the Board of Directors, which may not exceed 18
  • Conditions under which the Board chooses between the two methods of exercising general management by entrusting it either to the Chairman of the Board of Directors or to the Chief Executive Officer
  • Rules relating to the convening and deliberations of the Board of Directors
  • Number of shares to be owned by each member of the Board of Directors
  • Date of registration of shareholders in the records kept by the business. The registration date must be at least 5 days before any general meeting to be able to participate
  • If the business does not make a public offering: the directors and the first auditors
  • For the performance of the duties of directors, an age limit applying either to all directors or to a specified percentage of them
  • For the performance of the duties of Chairman of the Board of Directors, an age limit which, in the absence of an express provision, is fixed at 65 years
  • For the exercise of the functions of a member of the Management Board or a single Chief Executive Officer, an age limit which, in the absence of an express provision, is set at 65 years

SA with Management Board and Supervisory Board

The statutes of an SA with a board of directors must mention:

  • Maximum number of Supervisory Board members, which may not exceed 18
  • Number of shares to be owned by each member of the Supervisory Board
  • Date of registration of shareholders in the records kept by the business. The registration date must be at least 5 days before any general meeting to be able to participate
  • Decision-making conditions and deliberation for the Executive Board
  • If the business does not make a public offering: the members of the Supervisory Board and the first Statutory Auditors
  • For the exercise of the functions of a member of the Management Board or a single Chief Executive Officer, an age limit which, in the absence of an express provision, is set at 65 years
SCS

Some additional information must be included in the statutes of a Limited Partnership (SCS) :

  • Amount or value of contributions of all partners
  • Share in this amount or value of each partner sponsored or sponsor
  • Total share of general partners and the share of each limited partner in the distribution of profits and in the liquidation bonus
  • Conditions for decision-making
SCA

Additional information must be included in the statutes of the limited partnership (SCA):

  • First Statutory Auditors
  • The first manager(s)
  • Conditions for dismissing a manager
  • Age limit for the performance of the duties of manager
  • Conditions for the appointment of a Supervisory Board
  • For the performance of the duties of a member of the Supervisory Board, an age limit applying either to all members of the Supervisory Board or to a specified percentage of them
CNS

No additional mention is required in the statutes of the Partnership (SNC).

SCOP

Additional information must be included in the statutes of the Cooperative and Participatory business (SCOP) :

  • Method of administration, including decisions reserved for the general meeting
  • Powers of directors or managers
  • Arrangements for the control of transactions on behalf of members
  • Rules for amending the statutes or dissolution
  • Rules concerning members: conditions for membership, approval, withdrawal, cancelation and exclusion of members
  • Extent and manner of the responsibility of each of the partners in the commitments of the cooperative
  • Terms and conditions relating to shares (issue, related benefits, subscription, etc.)

Please note

If the statutes have been drafted by a notary (notarial deed), its name and address must appear in the statutes of the business, regardless of its legal form.

Although not mandatory, optional particulars may be added to the statutes in order to organize the operation of the business correctly. This may include the following additional information:

  • Business management arrangements : adjustment of the powers of directors, special conditions for consulting partners, etc.
  • Business control arrangements : establishment of supervisory bodies, obligations to inform members, procedures for consulting or approving certain important decisions, etc.
  • Preamble to the business : indicates the purpose of the business, its values or objectives, and can serve as a guide in the interpretation of the statutes.

Please note

These rules are free if they are not contrary to thepublic order. For example, thesocial object may not provide for the carrying out of an unlawful activity or regulated without authorization, such as the operation of a financial activity without authorization, for example.

By way of example, some optional clauses frequently used may be provided for in the statutes:

  • Clauses governing the sale of securities (approvalpreemption, etc.)
  • Clauses organizing the resolution of conflicts between partners (procedure for mediation orarbitrationetc.)
  • Clauses providing for special conditions for the exit of a partner
  • Etc.

Please note

The inclusion of too detailed or too numerous clauses in the statutes may lead to statutory amendments more frequent, involving red tape and additional costs.

The annexes to the statutes, although optional, can be very useful in some cases. They include additional documents intended to clarify, supplement or accompany the statutory provisions.

For example, the following documents can be added to the statutes:

  • List of preparatory acts for the creation and start-up of the company : they include the amounts and dates of the expenses incurred personally by the founders of the business until the signing of the articles of association. We are talking about acts done on behalf of the business in training. These acts may then be taken up by the business after its registration.
  • ₪ with the aim of simplifying or supplementing the rules already contained in the statutes
  • Partner (or shareholder) agreement which fix relations between them on points not mentioned in the statutes

Warning  

In the event ofcontributions in kind to share capital, it is mandatory to attach the reporting commissioner annexed to the statutes.

The partnership agreement (or shareholder agreement) is a contract concluded between partners of a business, in order to fix and organize their relations. It is not a mandatory act, but the partnership agreement allows to complete the statutes of a business. It also makes it possible to lay down more flexible and confidential rules, in particular as regards the transfer of securities, voting rights or the allocation of the powers of each party in the business. The partnership agreement is confidential, so it is not made public. However, it has binding force between its signatories.

The statutes of the business are written by the business' partners, or the sole shareholder in the case of a One-person business. Associates may whether or not to seek the assistance of a legal professional (lawyer or notary).

The cost of this intervention varies between €1,000 and €2,500.

Bpifrance makes available different status templates.

An example of SARL statuses is available:

Model statutes of a SAS

An example of SAS statuses is available:

Model of statutes of a SARL

Warning  

In the event ofcontribution of real estate the articles of association must be drawn up by a notary for the share capital of the business.

Who shall I contact

Once the statutes have been drafted, several formalities must be completed in order to proceed with the creation of the business.

1Sign the statutes

The statutes of the business must be signed by all partners or shareholders. This signature formalizes the consent of everyone to the creation of the business.

Please note

In the majority of cases, particularly in the event ofcash contribution, the statutes of the business do not need to be registered in company Tax Service (SIE). However, there are some exceptions.

The statutes must be registered at SIE: titleContent of which the business depends, in the following cases:

  • Where the statutes contain a transmission of goodwill
  • Where the statutes contain a transfer of ownership orusufruit from immovable property (for example, a contribution in kind from a building)
  • Where the statutes contain a transfer of social rights (transfer of shares to a third party, sale of shares to a partneretc.)
  • When the statutes are drafted by a notary or a commissioner of justice

In this case, the statutes must then be submitted for registration to the SIE within one month of their date :

Who shall I contact

2Publish a legal ad

Once the statutes have been signed (and registered in the EIS if necessary), a notice of incorporation of the business must be published in a support entitled to receive legal notices (Shal). It is either a legal newspaper (JAL) or an online press service (SPEL).

Once the notice of incorporation has been published, it is necessary to obtain thecertificate of publication issued by the JAL or the SPEL, to transmit it to the formalities desk of the companies at the time ofregistration of the business.

Please note

Consult our dedicated sheet to know how to publish a legal business announcement.

3Submit the application for registration of the business

The statutes, accompanied by other mandatory documents, must be sent to the website of the companies' formalities desk when registering the business. They will then be automatically transmitted to the registry of the commercial court or the economic activities tribunal :

Window of company formalities

Once the request is made, the business is automatically entered in the National company Register (NBR).

Warning  

The adoption of the statutes when the business is created does not mean that they can no longer be modified: any change affecting the organization or the fundamental elements of the business, implies a amendment of the statutes of the business.

This is for example the case of a change of registered office, of a change of corporate object or of a capital increase.

Who can help me?

Find who can answer your questions in your region

FAQ