Change of manager: what are the procedures and formalities to be carried out?

Whether it is in the context of a resignation, a dismissal, a retirement, or simply the end of the corporate office, changing the company director is a large-scale decision, which requires following a very regulated procedure. We take stock of all the administrative and legal formalities to declare a change of manager.

 

Procedures and formalities for changing the director depending on the type of company

First of all, it is important to know that certain formalities for changing directors vary depending on the legal structure of the company.

For a change of manager in a SARL or EURL

To change the director of an SARL (limited liability company), The application must be made by one or more partners. The decision may be taken on condition that the latter(s) hold, at least, 50% of the share capital of the company (or the rate specified in the articles of association, if applicable). It will then be necessary to convene a general meeting and appoint a new corporate officer.

In a EURL (single-member limited liability company), the decision on the change of manager is taken by the sole shareholder.

 

For a change of director in an SAS or SASU

In an SAS (simplified joint-stock company), it is during the drafting of the articles of association that the partners define the conditions for the appointment of a new CEO, such as:

• the consultation and voting procedures necessary for this change;
• the majority conditions to be reached to dismiss the former president;
• the body responsible for appointing a new officer, such as the general meeting or the board of directors.

In a SASU (Single-Member Simplified Joint Stock Company), it is up to the sole shareholder to make the decision to change the manager.

 

For a change of manager in an SCI

In an SCI (Société Civile Immobilière), the terms and conditions are most often defined in the articles of association. The decision can be made majority of the shares, unless otherwise indicated in the articles of association.

 

 

Changing the Statutes

In addition to the various formalities specific to each type of company, it will also be necessary to amend the company’s articles of association , in certain cases.

Indeed, if the appointment of the director has been included in the company’s articles of association , it will then be necessary to amend them to make the change and draft the new articles of association relating to the new legal representative.

On the other hand, if the director has been appointed by a report, or any other act outside the articles of association, it will then be sufficient to hold a vote at the meeting to declare the change of director. It will then be necessary to indicate, in a report, the decision to change the director taken by the partners.

 

Publish an ad in a Journal d’annonces légales

Regardless of the legal form of the company, it is mandatory to publish a legal announcement in a Journal of Legal Announcements authorized in the department of the company’s registered office, in order to inform third parties of this major change.

In this official announcement, it will be necessary to specify several elements concerning the company and its new manager:

• The company’s name and, if applicable, its acronym;
• The legal form of the company;
• The Siren number;
• The address of the company’s registered office;
• The amount of the share capital;
• The mention “RSC”, followed by the city of the commercial court where the company is registered;
• The name of the former manager;
• The reason for the departure of the former manager;
• The name of the new manager;
• The date on which the new manager takes office.

The publication of the legal announcement must be made within one month of the decision being taken.

To publish a legal ad, you have to count between €141 and €219. This cost varies according to the status of the company.

 

Submit a modification file to the CFE

To finalize the procedures for changing the manager of the company with the administration, the company must also compile a modification file of the Trade and Companies Register (RCS). It must be sent to the CFE (Centre for Business Formalities), or to the clerk of the commercial court. This can also be done online, on the website infogreffe.fr.

This file must contain the following documents :

• A copy of the minutes of the general meeting which records the change of chairman, and which is certified by the new legal representative;
• A copy of the updated articles of association;
• The certificate of publication of the legal announcement;
• An M3 form, signed and completed by the new president;
• An identity document (national identity card or passport) of the new manager;
• A declaration of non-conviction of the new manager;
• A certificate of filiation from the new director;
• A cheque payable to the clerk of the department’s commercial court, in the amount of €191.01 (in 2021).
• In the case of a regulated activity, certain additional documents may be requested (authorisation, approval, diploma, title of the new manager, etc.).

After the application has been sent and validated, a new K Bis extract will be sent to the company.

Once these formalities have been completed, the new director may officially take up his or her duties on the day mentioned in the minutes, provided that this procedure has been carried out within 30 days of the decision of the general meeting.

 

Hiring an interim leader

To compensate for the absence of a manager Until the arrival of the new legal representative, relay management is an ideal solution. A seasoned professional fills the vacant position, the time for you to calmly recruit the new director.

At WAYDEN, we select from our pool of managers and interim leaders Highly qualified, the profile best suited to your needs, and specialized in your sector of activity (retail, banks and insurance, industrial, etc.). A transitional leader, with 15 to 25 years of experience in complex environments and in high-ranking positions, is responsible for ensuring the strategic functions and missions of the absent manager with the greatest efficiency.