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Modify the Bylaws of an EURL (a French Sole Shareholder Limited Liability Company)
Update your EURL’s bylaws with the assistance of our French corporate lawyers and paralegals, who manage every step of the process for you — from analyzing your current articles to drafting the updated provisions, handling the shareholder decision, completing all filings, and delivering the updated Kbis extract.
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What is a Modification of EURL Bylaws?
Amending the bylaws of an EURL (Entreprise Unipersonnelle à Responsabilité Limitée) means altering one or several clauses that define the company’s structure or functioning — such as its corporate purpose, registered office, share capital, management, or duration.
These modifications require a formal decision of the sole shareholder and registration with the Commercial Court Registry.
Such changes are essential to reflect the company’s evolving reality — whether it’s expanding its business, relocating, adding capital, or appointing a new manager. Properly drafting and filing these updates ensures that your company remains compliant and legally valid in France.
Advantages:
Legal compliance: Ensure that all statutory information in your bylaws remains up to date and recognized by French authorities.
Flexibility: Adapt your company’s governance or activities as your business evolves.
Operational continuity: Secure smooth transitions during changes such as address relocation or management appointment.
Bank and partner confidence: Updated bylaws reinforce your credibility with banks, suppliers, and clients.
Official recognition: Receive an updated Kbis extract confirming that your modification is registered and effective.
Keeping your EURL’s bylaws current is key to avoiding legal or administrative complications and ensuring your business continues to operate under valid corporate documentation.
How to Modify the Bylaws of an EURL in France?
Changing your EURL’s bylaws may sound technical, but with FrenchCo.lawyer, the procedure is transparent, secure, and handled entirely by professionals.
Here’s how we guide you through each stage:
Review and Legal Assessment
We examine your existing bylaws, identify the clauses to amend, and confirm the legal feasibility of the proposed change (e.g., registered office, capital, or manager).
Drafting the Legal Amendments
Our lawyers prepare the revised wording, the shareholder decision (acte de l’associé unique), and the mandatory notice for publication in a legal gazette.
Supporting Documents
Depending on the modification, we coordinate the supporting evidence — for instance, proof of new address, capital deposit certificate, or manager’s identity documents.
Filing and Registration
We file the complete modification dossier with the competent Commercial Court Registry and monitor the process until the modification is officially recorded.
Delivery of the Updated Kbis
You receive your new Kbis extract reflecting the modified bylaws, along with certified copies of all official filings.
Why Choose FrenchCo.lawyer?
All modifications are handled directly by French lawyers and executed by trained paralegals, ensuring your EURL’s compliance with French corporate law. We focus on accuracy, speed, and clear communication — so you can concentrate on running your business while we take care of the formalities.
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What We Need From You to Modify the Bylaws of Your French EURL ?
To implement your EURL modification quickly and correctly, we will ask you for:
Current Company Details
A copy of your existing bylaws and your latest Kbis extract to identify the registered data.
Description of the Modification
The exact changes to be made — such as relocation of the registered office, capital increase/reduction, new manager, or updated corporate purpose.
Identity Documents
Proof of identity and address of the sole shareholder and, if applicable, the new manager.
Supporting Evidence
Depending on the change, we may require a lease or ownership proof (for a new registered office) or a bank certificate (for capital modification).
And Then?
Once we have these materials, our lawyers prepare all amended documents, ensure correct publication and filing, and deliver your updated Kbis extract — the official proof of modification.
Modify EURL Bylaws – Simple Process, Clear Budget
Flat legal fee starting from €499 excl. taxes*
Additional mandatory costs include publication in an official legal gazette and court registry filing fees.
No hidden costs, no unpleasant surprises
Our commitment:
No upselling or unnecessary “packages”
No reseller intermediaries
Only genuine legal work carried out by qualified professionals
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Bylaw Modifications
Fast and reliable updates: We manage every step of your EURL bylaw change — from drafting to filing — quickly and efficiently.
Legally compliant: All amendments meet current French corporate and registry standards.
Protective drafting: Each change is designed to safeguard your rights and ensure long-term stability.
Lawyer oversight: Every step is handled by licensed French lawyers for accuracy and accountability.
Let us handle your EURL updates — so you can focus on growing your business in France.
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Understanding Bylaw (Statutes) Modifications in an EURL
What does “modifying the bylaws of an EURL” actually mean?
It means changing one or more clauses of the company’s statutes (e.g., corporate name, registered office, corporate purpose/activities, share capital, management rules, duration). Because bylaws are the company’s constitutional document, any change requires a formal decision by the sole shareholder, publication of a legal notice, and filing/registration with the Commercial Court Registry (RCS). The change only becomes opposable to third parties once properly registered.
Which changes require a bylaw amendment versus a simple filing?
As a rule of thumb:
- Bylaw amendment required: company name, registered office (when the city/department changes), corporate purpose, duration, share capital (increase/reduction), and rules of governance stated in the statutes.
- Often only ancillary filings (but check your bylaws): change of manager if the bylaws don’t reproduce the manager’s identity in the text (many EURLs keep manager appointment in a separate decision).
Your current bylaws determine what must be amended; we always review them first.
Who decides the modification in an EURL?
The sole shareholder decides by written resolution (acte de l’associé unique). In practice, we prepare a set of documents: the sole shareholder’s decision, updated bylaws (consolidated), the legal notice, and the registry forms.
What is the step-by-step process?
- Legal review of existing bylaws and the planned change(s).
- Drafting: sole-shareholder decision + updated consolidated bylaws + legal notice text.
- Supporting evidence gathered (e.g., new lease for a registered office move; bank or notary certificate for capital change).
- Publication of a legal announcement in an authorized gazette.
- Filing with the RCS (Greffe): forms + supporting docs + proof of publication + fees.
- Follow-up until registration + delivery of updated Kbis and certified copies.
How long does it take?
Preparation depends on complexity and documents’ availability; registry turnaround depends on the court. As a working assumption, simple changes process faster than multi-change files (e.g., capital + purpose + move).
When is the modification effective?
Internally, from the date of the sole shareholder’s decision (unless the decision sets a later date). For third parties, opposability requires publication and registration—hence the need to complete filings promptly.
Will tax or social obligations be impacted?
Sometimes. Examples:
- Capital changes may affect thresholds, distributions, or banking covenants.
- Corporate purpose changes can affect VAT/TVA or regulatory/licensing aspects.
- Manager changes can impact social insurance affiliation and payroll settings (if assimilé-salarié).
We flag these in our initial review.
Do I need a notary?
Only in specific cases (e.g., certain in-kind contributions requiring valuation/validation). Most EURL bylaw changes are handled by lawyers + paralegals without a notary.
Do I have to update the UBO/Beneficial Ownership register (RBE)?
Yes, if the modification impacts beneficial ownership (e.g., capital structure/effective control). We prepare and file the update where required.
What if documents are in a foreign language or the manager lives abroad?
Non-French documents may need sworn translations and legalization/apostille. A manager residing abroad is compatible with an EURL; filings will require standard ID/address proofs—plus any treaty/format specifics. We’ll indicate the exact formalities after document review.
When does a move require a bylaw amendment?
- Within the same city/department: sometimes a simple filing is enough (check your bylaws).
To a different city/department: typically requires bylaw amendment + legal notice + RCS update.
We verify your current clauses and draft accordingly.
Can I domicile my EURL at the manager’s home?
Often yes—either temporarily or permanently, subject to lease/co-ownership rules and local limits. We confirm admissibility and draft the appropriate decision + evidence list.
How do I broaden/narrow the corporate purpose?
We rewrite the clause to match your actual and planned activities (supporting compliance, licensing, and VAT scope). Then we publish and file the change to make it enforceable.
What’s involved in a capital increase?
- Cash: deposit funds + bank/notary certificate + update bylaws + publish + file.
In-kind: valuation documents (expert when required) + decision + update bylaws + publish + file.
We ensure legality of the terms (release, timing, premium if any).
And for a capital reduction?
Possible via cancellation of shares or reduction of their nominal value. We handle creditor protection formalities where applicable, plus publication and registry filings.
Does appointing a new manager always change the bylaws?
Not always. If the manager’s identity is not embedded in the bylaws (recommended), a simple decision + filings may suffice. If the bylaws name the manager, we must amend them.
The manager lives outside France. Any extra steps?
Mostly documentary: valid ID, proof of address, and—if settling in France—residence formalities depending on nationality/status. We’ll specify precise proofs and formatting.
Can I change the company name easily?
Mostly documentary: valid ID, proof of address, and—if settling in France—residence formalities depending on nationality/status. We’ll specify precise proofs and formatting.
What about extending the company duration?
Before expiry, the sole shareholder can extend duration by bylaw amendment and filings. Missing the deadline can trigger dissolution—don’t wait until the last moment.
Can I modernize decision-making or signature rules?
Yes. We can reshape internal governance clauses (e.g., written decisions, digital signatures, delegation of authority) if consistent with French law and your risk profile.
What documents will you ask from me?
- Latest Kbis and a copy of current bylaws;
- Draft of the intended changes (we help define them);
- Proofs supporting the change (lease/ownership for siège, bank certificate for capital, ID/proofs for manager, etc.);
Any board/bank covenants or partner clauses we must align with.
Do we need to consolidate the bylaws after each change?
Best practice is to produce consolidated bylaws so third parties see one coherent text. We provide clean, updated statutes as part of the deliverables.
What are common mistakes to avoid?
- Amending by resolution but forgetting publication/filing (change not enforceable).
- Ignoring lease/co-ownership rules for home domiciliation.
- Under-documenting capital changes (no bank/notary certificate).
- Failing to update RBE when ownership/control changes.
- Backdating decisions or overlooking creditor safeguards.
Will partners/banks need to be notified?
Usually yes for registered office, name, capital and manager changes. We provide notification templates and guide you on sequencing (e.g., bank first vs. registry first).
Can multiple changes be done at once?
Yes—often more efficient (one publication, one registry sequence), provided drafting is precise. We’ll package changes to save time/costs and reduce back-and-forth with the Greffe.
What do I receive at the end?
- Signed sole shareholder decision;
- Consolidated bylaws;
- Proof of publication;
- Registry receipts and updated Kbis;
A concise compliance memo summarizing the change(s) and next steps (bank, insurers, key counterparties).
Have a Question?
Contact our French Corporate Lawyers for an Initial Free Consultation about modifying your EURL bylaws.
Amend Your EURL Bylaws
Let our French lawyers & paralegals handle every step — from drafting changes to registry filing — with full legal compliance.
More About Modifying Bylaws in an EURL
Can I modify my EURL’s bylaws at any time?
Yes. You can amend your EURL’s bylaws whenever there is a change in structure, management, share capital, or activity — provided the decision follows the required legal procedure and is properly filed with the French Business Registry (RCS).
What types of changes require bylaw modification?
Common examples include changing the company name, registered address, business purpose, share capital, or management structure. Any such update must be reflected in the official bylaws and published accordingly.
What documents will I need?
You’ll need the updated bylaws, a decision of the sole shareholder (or minutes), proof of publication in a legal gazette, and supporting forms (M2 or similar) for filing with the RCS.
Can I make the modification remotely?
Yes. The entire process can be handled remotely — our lawyers manage drafting, filings, and publication on your behalf, wherever you are located.
How long does the process take?
Typically, 5–10 working days from validation of documents to the updated Kbis extract, depending on the registry’s workload.
Are there additional costs?
Yes. Mandatory costs include publication in an official legal gazette and registry filing fees, in addition to our fixed legal service fee.
Do I need a lawyer to modify my bylaws?
Yes. Conversions (e.g., SASU → SAS, EURL → SARL or SAS) are common to accommodate growth, fundraising, or governance changes. This requires formal legal steps (bylaw amendments, filings, possibly auditors in some cases).
