How to change the by-laws of your French company

Changing company by-laws

In France, the by-laws of a company are a legal document that defines how the company functions. It’s this document that will determine how your associates will interact with each other and third parties.

If your company evolves however, you might have to change the company by-laws as well. But how do you change them?

To modify the by-laws, there are actually four steps that you must follow:

Step one: making the decision to modify the by-laws

If your company is an SARL or EURL, the associates will make this decision during a General Meeting. If it’s not, most of time, the associates will still be the ones making the decision, but it’s possible for it to be the legal representative, depending on the situation.

Step two: registering the decision to modify the by-laws

For certain important decisions, such as changing the legal status of your company, you have to file a transcript of the decision to the Tax administration. Though, you should keep in mind that you have one month to register this decision once it has been made.

Step three: publishing the decision to modify the by-laws

It is mandatory to publish this decision in a JAL, which stands for “Journal d’Annonces Légales” (Legal Announcements Journal). Here, make sure the JAL you choose covers the department your company is in.

Again, you should also keep in mind that you only have one month to make this publication.

Step four: filing these modifications to the CFE

The CFE stands for “Centre de Formalités des Entreprises” (or “Companies Formalities Center”). To do this, you must send it the following documents:

  • An “M2 form”
  • A copy of the new by-laws, signed by the legal representative
  • A copy of the transcript
  • A proof of publishing in a JAL
  • The payment to the French Commercial Court