Change business statuses
Verified 12 June 2026 - Entreprendre Service Public / (Prime Minister)
The statutes shall organize the operation of the business : they define the essential elements such as its legal form, its corporate purpose, 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:
- Change of company name : change in the name of the company used to legally identify it
- Modification of the corporate object : change in all or part of the activities of the business
- Transfer of registered office : change of legal and administrative address of the business
- Replacement of the officer : change and/or addition of an officer
- Change of legal form —Switching from one business shape to another (for example SARL worms SAS)
- Increase in share capital : increase in the amount of contributions put into the business (cash, in-kind or incorporation of reserves)
- Reduction of share capital : decrease in the amount of business contributions, whether or not due to losses
- Extension of business period : extension of the expected life of the business
- Sale of shares (for a civil business: SARL, SCI, etc.): transfer of shares to a partner, to a third party or else to a family member
- Sale of shares (for a commercial business: SAS, SA, etc.): sale of shares to a partner, to a third party or else to a family member
- Merging with another organization: grouping with another business to become one
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 statutes do not mention the persons in office by name.
Please note
It is possible to change the statuses of the business without changing the information recorded in the register (RNE: titleContent or RCS: titleContent). This is the case, for example, in order to clarify internal rules (such as the decision-making procedures between partners) that were not included at the time the business was created.
Content of the statutes
The amendment of the statutes follows a precise procedure consisting of 4 steps:
1Adoption of the decision to amend the statutes
In order to proceed with the amendment of the articles of association, the decision must be taken by the members meeting at a general meeting or, in the case of single-person business, by the sole shareholder.
The assembly must first be convened by the competent body according to 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 equity 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 statutes 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 replacing the old entries 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 factsheet on the decision-making in an SAS.
SASU
For a Single-Person Simplified Share business (SASU), the decision shall be taken by thesingle associate, which exercises all the powers normally conferred on the members of a multipersonal business.
The sole shareholder therefore takes the decision to amend the articles of association alone, without quorum or majority requirement.
The statutes may, however, provide for certain decisions to be taken by the president of SASU (which is sometimes distinct from the single 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 belong to the sole shareholder.
Once the decision is adopted, it must be recorded in a unilateral decision-making document (also called unilateral decision of the sole shareholder), which is very similar to a minutes of a general meeting.
It is then necessary to update statuses replacing the old entries 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 depending on whether it is an SARL or an 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 (AGE). 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 SARL created before August 4, 2005 :
The decision to amend the statutes of an SARL shall 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 SARL 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 is adopted, it must be recorded in a minutes.
It is then necessary to update statuses replacing the old entries 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 factsheet on the decision-making in an SARL.
EURL
To change the statuses of a Limited Liability Single Person company (EURL), the decision shall be taken by the single member, who shall exercise all the powers normally conferred on the members of a multipersonal SARL.
The sole shareholder therefore takes the decision to amend the articles of association alone, without quorum or majority requirement.
The manager, whether or not he is the sole shareholder, cannot decide 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 validation by the latter, the statutory amendment cannot be carried out.
Once the decision is 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 replacing the old entries with the new ones. For example, if the sole shareholder decides to modify the corporate object, the articles of association describing the activity will be updated to reflect the new corporate object.
SCI
In a Real Estate Civil business (SCI), the decision to amend the statutes must be voted on and approved in accordance with the procedure laid down by the statutes themselves. They shall 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 partners when the business is 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 is adopted, it must be recorded in a minutes.
It is then appropriate to update statuses by replacing the old entries with those resulting from the shareholders’ decision. For example, if the partners decide to change the address of the registered office, the clause that previously stated that SCI was established " 12 rue des Acacias, 75014 Paris » will be changed 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 SCI.
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 call) 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 include shares for which the shareholder did not vote, abstained or voted blank or null.
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 a SA.
SNC
In a general partnership (SNC), the extraordinary general meeting (AGE) may validly deliberate only if theall associates is present or represented, insofar as any amendment to the articles of association requires theunanimous 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 of majority are met, then the amendment must 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 capital, of the partners 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).
SALT form | Reference Shape | Decision-making |
|---|---|---|
The rules of quorum and majority to amend the statutes are freely fixed by the statutes. In the absence of statutory clause, the modification must be decided collectively by the partners in accordance with the procedures laid down for extraordinary decisions. | ||
Single-person simplified share business (SELASU) | The sole shareholder alone decides on any statutory amendment. No majority is required. | |
Limited liability company formed by people carrying on a professional activity (SELARL) | 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. | |
Single-person Limited liability company formed by people carrying on a professional activity (SELARLU) | The sole shareholder alone decides on any statutory amendment, without the requirement of quorum and majority. | |
Anonymous Private Practice business (SELAFA) | Statutory amendments are governed by the AGE, which is governed by the SA: shareholders present or represented must possess at least 1/4 actions (on first call) 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. |
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.
Collective decisions (SNC)
Collective Decisions (CSS)
Collective decisions (SARL)
Collective decisions (SA)
Collective decisions (SAS)
Collective decisions (SCI)
2Drafting of the decision act
The rules for writing a record of decisions differ depending on whether the business is multipersonal or single-person.
multipersonal business
In the multipersonal businesses, decisions amending the statutes shall be recorded in a minutes of general meeting.
The minutes shall include the following information :
- Date and place of meeting
- Terms of convening
- Agenda
- Identity of the session chair
- List of 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 the discussions
- Text of resolutions put to the vote (subjects on which decisions are to be taken)
- Detailed results of votes
- Mention of the articles of association concerned by the amendment and indication of their new wording
single-person business
In the single-person businesses, there is no meeting, no convening of the partners, nor any 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 shall include the following information :
- Identity of the sole partner
- Decision adopted
- Mention of the articles of association concerned by the amendment and indication of their new wording
Constituent elements of a minutes
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 the decision is taken.
The notice of publication shall contain the following items :
- Reason or corporate 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 is completed, a certificate of publication the notice of amendment shall be issued. This is one of the documents to be sent to the companies' formalities desk in the amendment file.
Publication in a legal advertising medium
4Declaration of the amended entry on the company formalities window
The statutory amendment must finally be declared within1 month from the time of the decision, on the website of company formalities window :
Automatic insertion at Bodacc (Official bulletin of civil and commercial announcements) will make the change enforceable against third parties.
During the declaration, you must transmit 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
- Certification of publication of the notice in a Legal Advertising Support (Shal)
- Change declaration automatically generated on the formalities window
FYI
Certain natural persons linked to the business, such as managers, presidents, CEOs, etc., or partners indefinitely liable for legal entities (SNC partners and civil businesses) may request that their personal address not be included in publicly available documents : acts deposited in RCS: titleContent and/or RNE: titleContent (statutes of business, minutes of general meeting) or theextract Kbis.
The INPI provides a template for request to conceal the personal address of the natural persons concerned :
Request to conceal the personal address of the natural persons concerned
Since May 5, 2026, businesses may also limit in advance the personal information contained in the documents filed in RCS: titleContent by depositing a extract from their instruments of incorporation or amendment (statutes of business, minutes of general meeting, etc.). This extract shall contain, for the natural persons mentioned in the documents, only the following information: surname, customary name, pseudonym, forenames, month and year of birth, and municipality of residence.
Other evidence may also be required depending on the nature of the change :
Example :
- For example, in case of change of leader, it is appropriate to transmit:
- Copy of the new officer's ID
- Statement on the honor of non-conviction of the leader
- Certificate of filiation of the director
- In case of transfer of registered office, it is appropriate to transmit:
- 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 documents necessary for each company change, you can consult our dedicated page.
FYI
If the modification 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 this changes the distribution of capital, 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 result in severe penalties, such as the cancelation of the business.
Obfuscation of the personal address of indefinitely liable directors and partners of legal entities
Filing of extracts of instruments of incorporation or amendments containing limited information on natural persons
Modifying registration at the RCS (via formalities desk)
The cost of a statutory amendment is linked to the completion of certain mandatory formalities.
Expenditure related to the statutory amendment | Amount of expenditure |
|---|---|
Price of the publication of a legal announcement | The publication of a legal announcement usually costs between €100 and €200. The flat-rate pricing applies to the majority of statutory amendments. In some cases, the legal announcement is priced to the character and depends on the regions. Our simulator allows you to easily calculate the price of a legal ad. |
Filing of the request for amending registration at the companies' formalities desk | Fees for requesting an amended registration include:
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 like:
- the accompaniment of a professional to carry out the formality of modification: it is possible to use certain professionals to manage your business
- if the modification requires a notarial act: 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 grouped together and submitted as a single application to 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 separate requests.
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Content of the statutes
Collective decisions (SNC)
Collective Decisions (CSS)
Collective decisions (SARL)
Collective decisions (SA)
Collective decisions (SAS)
Publication in a legal advertising medium
Obfuscation of the personal address of indefinitely liable directors and partners of legal entities
Filing of extracts of instruments of incorporation or amendments containing limited information on natural persons
Modifying registration at the RCS (via formalities desk)
Constituent elements of a minutes
Collective decisions (SCI)
Online service
Simulator
Document template
Document template
Document template
French national institute of industrial property (Inpi)