Change the statutes of the business

Verified 28 November 2025 - Entreprendre Public Service / Directorate of Legal and Administrative Information (Prime Minister)

The statutes organize the operation of the business : they define the essential elements such as its legal form, its corporate object, its registered office, its share capital and the rules governing the relations between members and vis-à-vis third parties. They are written as soon as the business is created and can be modified during the life of the business for various reasons.

Various events within the business may be the cause of the modification of the statutes after the creating a business.

Statutory amendments most common are as follows:

However, some events do not require the amendment of the statutes. This is the case, for example, with theadding a trade name or the change of director when the articles of association do not mention the persons in office by name.

Please note

It is possible to modify the statuses of the business without modifying the information recorded in the register (RNE: titleContent or RCS: titleContent). This is the case, for example, for specifying internal rules (such as decision-making procedures between partners) that were not included at the time the business was created.

The amendment of the statutes follows a precise procedure consisting of 4 steps:

1Adoption of the decision to amend the statutes

In order to amend the articles of association, the decision must be taken by the members meeting in general meeting or, in the case of One-person business, by the sole shareholder.

The assembly must first be convened by the competent body depending on the legal form of the business.

Once the meeting is regularly convened, the decision to amend the statutes must be adopted according to the majority rules provided for by law or by the statutes. Conditions vary depending on the legal form of the business :

SAS / SASU

The rules for adopting a decision vary depending on whether it is an SAS or an SASU:

SAS

For a Simplified share business (SAS), the decision to amend the statutes must be voted on and approved under the conditions laid down in the statutes themselves.

The statutes determine the body empowered to adopt the amendment, which may be the general meeting of the members or, if the articles of association so provide, a board of directors or any other body designated by the members.

Similarly, the statutes set the number of votes required for the decision to be voted on: simple majority (+ de 50%), 2/3 majority, 3/4 majority or any other majority defined in the statutes.

When a decision is taken at a general meeting, the quorum applicable is also that provided for in the statutes. In the absence of details in the statutes, theunanimous agreement associates are required.

Once the decision is adopted, it must be recorded in a minutes.

It is then necessary to update statuses by replacing the old references with the new ones. For example, if the business decides to transfer its registered office, the article of the articles of association which previously indicated an address located in Lyon will be modified to show the new address in Marseille.

Please note

For more information, see our fact sheet on the decision-making in a SAS.

SASU

For a Single-Person Simplified Share business (SASU), the decision falls within thesingle associate, which exercises all the powers normally conferred on the members of a multipersonal business.

The sole shareholder therefore alone takes the decision to amend the Staff Regulations, without quorum or majority requirement.

The statutes may, however, provide that certain decisions are to be taken by the SASU President (which is sometimes separate from the sole partner). This is the case, for example, for the appointment of the President, the transfer of the registered office or the change of corporate name. In the absence of statutory clause specific in the articles of association, these decisions are made by the sole shareholder.

Once the decision has been adopted, it must be recorded in a unilateral decision-making document (also called unilateral decision of the sole shareholder), much like a minutes of general meeting.

It is then necessary to update statuses by replacing the old references with the new ones. For example, if the sole shareholder decides to transfer the registered office, the article of the articles of association mentioning the old address will be modified to make the new address appear.

Please note

For more information, see our fact sheet on the decision-making in an SASU.

SARL / EURL

The rules for adopting a decision vary according to whether it is a SARL or a EURL:

SARL

In a limited liability company (SARL), the decision to amend the articles of association must be voted on and approved by the members meeting in Extraordinary General Meeting (EGM). When the amendment of the statutes is not adopted at the first meeting, the members are then consulted a second time, in order to allow a new deliberation.

  • For LLCs created before August 4, 2005 :
    The decision to amend the statutes of a SARL must be approved by the partners representing at least the 3/4 of the shares, without any quorum is not required. In other words, no minimum number of members present is necessary for the meeting to be able to deliberate validly.
  • For LLCs created after August 4, 2005 :
    The general meeting may validly deliberate only if the members present or represented hold at least 1/4 of the shares at the first meeting, and at least 1/5 of these during the second. If these thresholds are not reached, a new meeting must be convened within a maximum period of 2 months. When the quorum is respected, the decision to amend the statutes must then be taken by a majority of 2/3 of the shares held by the partners present or represented.

Once the resolution has been adopted, it must be recorded in a minutes.

It is then necessary to update statuses by replacing the old references with the new ones. For example, if the partners decide to change the corporate object, the clause that initially indicated that the business was engaged in an activity of “ sale of computer equipment ’ will be amended to mention that the business is now dedicated to “ software development services ».

Please note

For more information, see our fact sheet on the decision-making in a LLC.

EURL

To change the statuses of a Single Person Limited Liability company (EURL), the decision shall be taken by the sole shareholder, who shall exercise all the powers normally conferred on the partners of a multi-personal limited liability company.

The sole shareholder therefore alone takes the decision to amend the Staff Regulations, without quorum or majority requirement.

The manager, whether or not he is the sole shareholder, cannot decide for himself to amend the articles of association. However, it may take certain management decisions provided for by law, such as the transfer of the registered office to the same department or a neighboring department, but this decision becomes effective only after ratification by the sole shareholder. In the absence of its validation, the statutory amendment cannot be carried out.

Once the decision has been adopted, it must be recorded in writing in a unilateral decision-making document (also known as a unilateral decision of the sole shareholder), document in lieu of minutes of general meeting.

It is then necessary to update statuses by replacing the old references with the new ones. For example, if the sole shareholder decides to change the corporate object, the articles of association describing the activity will be updated to reflect the new corporate object.

ICS

In a Real Estate Civil business (SCI), the decision to amend the statutes must be voted on and approved in accordance with the procedures laid down by the statutes themselves. They determine the majority required to adopt the amendment to the Staff Regulations, whether it is a simple majority, by a majority of 2/3, 3/4 or any other majority fixed by the members when the business was formed.

They shall also specify, when a decision is taken at a meeting, the quorum necessary, i.e. the minimum number of associates present or represented allowing the deliberation to be validly adopted.

Where no indication is given in the statutes, theunanimous agreement of all partners is required.

Once the decision has been adopted, it must be recorded in a minutes.

It is then appropriate to update statuses by replacing the old references with those resulting from the decision of the members. For example, if the partners decide to change the address of the registered office, the clause that previously stated that the SCI was established “ 12 rue des Acacias, 75014 Paris ” will be modified to show its new address “ 4 avenue du Parc, 78100 Saint-Germain-en-Laye ».

Please note

For more information, see our factsheet on the decision-making in an ICS.

SA

In a public limited company (SA), the extraordinary general meeting may validly deliberate only if the shareholders present or represented possess at least 1/4 actions (on first summons) and 1/5 of these (on second summons).

Otherwise, a new meeting must be convened within 2 months at the latest.

If the quorum is respected, the modifications must then be decided at the majority of 2/3 of the votes cast by the shareholders present or represented.

The voices expressed do not understand shares for which the shareholder did not vote, abstained or voted blank or void.

The decision of the partners must be transcribed in a minutes.

It is also necessary to update statuses by simply replacing the old entries with the new ones.

Please note

For more information, see our factsheet on the decision-making in an SA.

CNS

In a Partnership (SNC), the Extraordinary General Meeting (EGM) may validly deliberate only if theall partners is present or represented, insofar as any amendment to the articles of association requiresunanimous agreement of the partners (100%).

However, where the statutes so provide, certain decisions may be adopted with theagreement of the majority of shareholders (50%).

If the conditions for a majority are met, the amendment must then be decided in accordance with the applicable statutory rules.

The decision of the partners must be transcribed in a minutes. It is also necessary to update statuses by simply replacing the old entries with the new ones.

SCS

In a limited partnership (SCS), the Extraordinary General Meeting (AGE) may validly deliberate only if the conditions of majority specific to the limited partnership are met, namely:

  • theunanimous agreement of all partners sponsored (business partners)
  • the majority, in number and in capital, of the members sponsors (associates)
SALT

Decision-making in the businesses for Private Practice (SEL) are those of the corresponding commercial business (e.g. SELARL for the SARL).

Tableau - Rules for decision-making in LAS

Form of SEL

Reference Shape

Decision-making

Simplified share-based business of practice (SELAS)

Simplified joint stock company (SAS)

The rules of quorum and majority to amend the statutes are freely determined by the statutes. In the absence of statutory clause, the amendment must be decided collectively by the members in accordance with the procedures laid down for extraordinary decisions.

Single-person simplified share-based business (SELASU)

Single Person Simplified Joint Stock Company (SASU)

The sole shareholder alone decides on any statutory amendment. No majority is required.

Private practice limited liability company (SELARL)

Limited liability company (SARL)

Statutory amendments are subject to a AGE: titleContent. The decision must be adopted by partners representing at least 2/3 of the shares. The statutes may provide for a stronger majoritybut never inferior.

Private practice company with single-person limited liability (SELARLU)

Single-person limited liability company (EURL)

The sole shareholder alone decides on any amendment to the articles of association, without the requirement of quorum and majority.

Private practice business (SELAFA)

Limited company (SA)

The amendments to the articles of association are governed by the AGE, which is governed by the rules of the SA: the shareholders present or represented must own at least 1/4 actions (on first call) and 1/5 of these (on second summons).

Otherwise, a new assembly must be convened within 2 months at the latest.

If the quorum is respected, the modifications must then be decided at the majority of 2/3 of the votes cast by the shareholders present or represented.

Once the decision has been taken by the partners or, where applicable, by the partner, it must be transcribed into a minutes of decisions. It is also necessary to update statuses by simply replacing the old entries with the new ones.

2Drafting of the decision document

The rules for writing a record of decisions differ depending on whether the business ismultipersonal or single-person.

multipersonal business

In the multipersonal businesses, decisions amending the statutes must be recorded in a minutes of general meeting.

The minutes must include the following information :

  • Date and place of meeting
  • Terms of convening
  • Agenda
  • Identity of the chairman of the sitting
  • List of the partners present or represented with the indication of the number of shares or shares held by each
  • Documents and reports submitted to the Assembly
  • Summary of debates
  • Text of resolutions put to the vote (subjects on which decisions must be taken)
  • Detailed result of votes
  • Mention of the articles of association concerned by the amendment and indication of their new wording
One-person business

In the One-person businessesHowever, there is no meeting, no convening of the partners, and no vote to be organized.

The amendment of the statutes results from a unilateral decision of the sole shareholder, which must simply be established in writing.

This decision must be dated, signed and recorded in the register of decisions of the sole shareholder.

The unilateral decision of the sole shareholder must include the following information :

  • Unique Associate Identity
  • Decision adopted
  • Mention of the articles of association concerned by the amendment and indication of their new wording

3Publication of a legal advertisement in a legal advertisement medium

Any amendment to the articles of association must be published in a Legal Advertising Support (Shal) of the department in which the seat of the business is located.

Publication must be carried out within a period of1 month from the time of decision-making.

The notice of publication shall contain the following items :

  • Reason or company name
  • Legal form
  • Share capital
  • Social object
  • Address of head office
  • Location and registration number at RCS: titleContent or at RNE: titleContent
  • Decision or minutes of the general meeting dated and signed
  • Changes made

Once the publication has been made, a certificate of publication the notice of amendment shall be issued. This is part of the documents to be sent to the companies' formalities desk in the amendment file.

4Declaration of the amended entry on the company formalities window

The statutory amendment must finally be declared within a period of1 month from the time of the decision, on the website of company formalities window :

Window of company formalities

Automatic insertion at Bodacc (Official Bulletin of Civil and Commercial Advertisements) will make the amendment enforceable against third parties.

When reporting, you must submit the supporting documents following:

  • Copy of the minutes of the meeting which decided to amend the statutes
  • Copy of the updated statutes: dated and certified as true to the original by the legal representative
  • Certificate of publication of the notice in a Legal Advertising Support (Shal)
  • Change declaration automatically generated on the formalities window

Other supporting documents may also be required depending on the nature of the change :

  • For example, in the event of a change of management, the following information should be provided:
    • Copy of the ID of the new officer
    • Statement on the honor of non-conviction of the leader
    • Certificate of filiation of the director
  • In the event of a transfer of registered office, the following information shall be forwarded:
    • Proof of the new head office
    • In case of domicile of the manager with a person: proof of domicile and certificate of accommodation

To know all the necessary documents for each company change, it is possible to consult our dedicated page.

FYI  

If the amendment of the statutes results in a change in beneficial ownership, it must also be declared at the company formalities window.

For example, in case of transfer of shares to a third party or to an associate as a result of the change in the capital allocation, the EBR: titleContent directly at the company formalities window at the same time as the initial amendment formality.

Failure to comply with this obligation may lead to severe penalties, such as the removal from the business.

The cost of a statutory amendment is linked to the completion of certain mandatory formalities.

Tableau - Cost of a statutory amendment

Expenditure related to the statutory amendment

Amount of expenditure

Price of the publication of a legal announcement

The publication of a legal advertisement usually costs between €100 and €200.

The flat-rate pricing applies to the majority of statutory amendments.

In some cases, the pricing of the legal announcement is done to the character and depends on the regions.

Our simulator allows you to easily calculate the price of a legal ad.

Submission of the amended application for registration at the companies' formalities desk

Fees for requesting an amended registration include:

  • broadcasting costs at the Bodacc: titleContent : €116 TTC: titleContent for certain modifications (transfer of registered office, change of corporate name, etc.)
  • the fee for registration in the RNE: titleContent held by theInpi: titleContent : €5.90
  • VAT charges: €8.90

    • The total amount of the statutory amendment depends mainly on the nature of the amendment. For example, the cost will be higher for a transfer of head office outside the jurisdiction than for a transfer of head office within the same jurisdiction.

    For more information, the company formalities desk provides a fee schedule.

    Other ancillary costs may be added as:

    • the accompaniment of a professional to carry out the modification formality: it is possible to use certain professionals to manage your business
    • if the modification requires a notarial deed: this is the case of a capital increase by real estate contribution

    FYI  

    To avoid additional costs, it is recommended that all the desired changes to the Staff Regulations be consolidated and filed in a single application at the company formalities desk. For example, when a change of registered office and a change of corporate purpose are envisaged, it is preferable to declare in one go rather than by separate requests.

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