A company’s Articles of Association lay down the rules governing the operation of the business and relations between partners. Any creation or modification – whether it involves a change of manager, corporate purpose, registered office or capital – requires a rigorous procedure, which is often underestimated. Our firm can support you every step of the way to ensure the security of these strategic changes.

What is a statutory amendment?

Amending a company’s articles of association refers to any formal change to the provisions contained in a company’s legal statutes. This involves:

• a collective decision (often via a general meeting),
• drafting a deed of amendment,
• an update of the bylaws,
• and filing with the Institut National de la Propriété Industrielle (INPI) since January1, 2023 (having replaced the commercial registries), with legal formalities.

It’s a binding act, with legal, tax and sometimes social consequences.

When should a company’s bylaws be amended?

Any significant change in the life of a company may require an update to the articles of association. Here are the most frequent cases:

Change of manager / chairman

A SARL that replaces its manager, or a SAS that changes its president, must record this appointment in minutes, update the articles of association and declare the change to the INPI registry.

Transfer of registered office

Transferring the registered office, whether within the same département or to another region, entails amending the articles of association and legal publicity.

Modification of corporate purpose

Expanding or refocusing the company’sactivity (e.g. from consulting to sales) requires amending the article relating to purpose.

Capital increase or reduction

Changes in share capital (by contribution, compensation or reduction) require a formal approach that complies with valuation and publication rules.

Change of legal form

Changing from a SARL to a SAS, or transforming a SCI into a commercial company, is a complex operation, requiring tailor-made legal support and involving changes to the articles of association.

Why call on a lawyer to modify your articles of association?

Many platforms offer standardized services for amending articles of association. But in practice, each company has its own specificities.

Here’s what a lawyer can do for you:

• Full legal analysis of the impact of the change (on the partnership agreement, partners’ rights, taxation, etc.).
• Personalized drafting of deeds
• Secure the process against future risks (nullity, omission of formalities, disputes between associates)
• Saves time on all stages: convening, drafting, formalities, filing

A corporate lawyer doesn’t just modify your articles of association: he also secures your company’s governance.

Steps to secure modification

Drafting the minutes

This is the decision act: it sets out the nature of the modification (e.g. change of manager), the voting procedures, and the legal effects.

Updating the articles of association

The lawyer identifies the relevant articles of the bylaws and rewrites them in a clear, enforceable version.

INPI registration / formalities

We take care of all legal formalities: legal announcement, INPI filing, generation of updated Kbis.

Frequently asked questions about amending bylaws

Can I modify my company’s articles of association myself?

Yes, but we strongly advise against it. A mistake in the wording, the order of formalities or the analysis of consequences can render the modification invalid or a source of litigation.

What are the steps involved in amending the articles of association?

1. Shareholders’ decision
2. Drafting the minutes
3. Updating the bylaws
4. Legal notice
5. Registered with INPI

How much does it cost to change the articles of association?

The cost depends on the complexity of the modification, the lawyer’s fees, the costs of legal announcements and registry fees. Contact us for a clear estimate.

Do partners have to agree to any changes?

All amendments to the bylaws require a vote at the Annual General Meeting, in accordance with the majority rules set out in the bylaws and/or by law.