The statutes of the Simplified Joint Stock Company (SAS) govern its organization and operation. They are drawn up when the company is created and checked at the time of its registration in the Trade and Companies Register (RCS). Various events can occur during the life of your SAS and cause a modification of its statutes. This implies a convocation of the partners in general assembly in order to validate the revision of the statutes…
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The events which make it necessary to amend the statutes are numerous. These are mainly significant changes for the legal person such as:
- The change of legal form of the SAS;
- The modification of the share capital (increase, transition from a fixed capital to a variable capital …);
- The corporate name;
- The sign;
- The transfer of your SAS headquarters;
- The duration of the company;
- The social object;
- The arrival of new partners;
- Change in leaders or activity.
Most of the changes made require a statutory change and an advertisement in a legal notices journal (JAL). However, certain modifications, such as a change of logo, do not imply statutory modifications. This type of change must, however, appear on all your administrative documents in a uniform manner.
How to update the statutes of your Simplified Joint Stock Company?
In order to modify the articles of association, partners must meet in extraordinary general meeting (AGE). The decision-making methods vary according to what is provided for in the statutes of your SAS and they differ according to the legal form of the company.
The minutes drawn up at the end of this meeting in AGE mentions the modification made to the statutes of the SAS. You will then have to publish a notice in a legal notices journal (JAL) in order to inform third parties of this modification and in particular the creditors of the SAS. A file must then be filed with the clerk of the commercial court who publishes this revision in the Official Bulletin of Civil and Commercial Announcements (BODACC). Finally, certain acts of modification of the legal form or the statutes of your SAS will be subject to registration with the tax service.
You must also remember to modify the statutory information present on the other documents issued by the legal person. In fact, invoices, for example, regularly show the legal status of the company, its share capital and various other information.
The cost of the statutory amendment can be quite high. Have to consider the costs of publication in the legal notices journal, but also costs of formalities addressed to the clerk of the commercial court (198.64 euros for a modification of the statutes with notice to BODACC and deposit of deed and 220.87 euros for a modification of the legal form of the company with notice to BODACC), rates in effect since 1st May 2016.
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