Change of manager, what are the procedures and formalities?

Whether it is in the context of a resignation, a dismissal, a retirement, or simply the end of a corporate mandate, changing a company's director is a major decision that necessitates following a very strict procedure. Here, we take stock of all the administrative steps and legal formalities that have to be completed when declaring a change of director.  

The procedures and formalities for changing the director according to the type of company

First of all, it should be noted that some formalities for changing the director can vary according to the company’s legal structure.

Changing the director of an SARL or EURL

To change the director of a limited liability company, the request must be made by one or more of the partners. The decision can be taken provided that they hold at least 50% of the company's share capital (or the percentage specified in the articles of association, if applicable). A  general meeting to appoint a new corporate officer must then be convened. In an EURL (single-member company with limited liability), the decision to change the director is taken by the sole shareholder.

Changing the director of an SAS or SASU

In an SAS (simplified joint stock company), the partners define the conditions for the appointment of a new director when drafting of the articles of association:

• The consultation and voting procedures necessary for the change.
• The conditions of majority to be reached to dismiss the former director.
• The body responsible for the appointment of the new director, such as the general meeting or the board of directors.

In an SASU (Société par actions simplifiée unipersonnelle), it is up to the sole shareholder to make the decision to change the director.

Changing the director of an SCI

In an SCI (Société Civile Immobilière), the modalities are most often defined in the articles of association. The decision can be taken by the majority shareholder(s), unless otherwise specified in the articles of association.  

Amending the articles of association

In addition to the various formalities specific to each type of company, the company's articles of association must be modified in certain cases. Indeed, if the appointment of the director was written into the company's articles of association, these will have to be amended to make the change, and new clauses relating to the new legal representative drafted. On the other hand, if the director was appointed by any other act outside the articles of association, then it is sufficient to hold a vote during the meeting to declare the change of director. The decision taken by the partners to change the director must then be indicated in the minutes.  

Publishing an announcement in a legal gazette

Whatever the legal form of the company, it is compulsory to publish an official announcement in a legal gazette (Journal d'annonces légales) authorised in the department of the company's registered office, in order to inform third parties of the change. A number of elements concerning the company and its new director must be specified in this official announcement:

• 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 director.
• The reason for the departure of the former director.
• The name of the new director.
• The date on which the new director takes office.

The legal announcement must be published within one month after the decision has been taken. The cost is generally between 141 € and 219 €, and varies according to the status of the company.  

Filing a modification dossier at the CFE

In order to administratively finalise the procedures for a change of director, the company must also compile a dossier for modifying the Trade and Companies Register (RCS).  This must be sent to the CFE (Centre de Formalités des Entreprises), or to the clerk of the commercial court. This process can also be done online, on the infogreffe.fr website. The dossier must contain the following documents:

• A copy of the minutes of the general assembly which notes the change of director, certified by the new legal representative.
• A copy of the updated statutes.
• The certificate of publication of the legal announcement.
• An M3 form, signed and completed by the new director.
• An identity document (national identity card or passport) of the new director.
• A certificate of non-conviction of the new director.
• A certificate of filiation of the new director.
• A check payable to the clerk of the commercial court of the department, to the amount of 191,01 € (in 2021).
• In the case of a regulated activity, a number of additional documents may be required (authorisation, approval, diploma, title of the new director, etc.).

After the dossier has been sent and validated, a new Kbis extract will be delivered to the company. Once these formalities have been completed, the new director can officially take office on the day mentioned in the minutes, provided that this procedure has been carried out within 30 days after the decision of the general meeting.  

Calling upon a transitional officer

To compensate for the absence of a director until the arrival of the new legal representative, interim management is an ideal solution. A seasoned professional can fill the vacancy while you calmly recruit a new director. At WAYDEN, we select from our pool of 8,000 highly qualified interim managers and executives, the profile best suited to your needs, and specialised in your sector of activity (retail, banking and insurance, industrial, etc.). An interim manager, with 15 to 25 years of experience in complex environments and in high ranking positions, can take on the strategic functions and missions of the absent director with the greatest efficiency.