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Modify the Bylaws of a SAS in France
Our lawyers and corporate paralegals manage every stage of your SAS bylaw modification — from analyzing the required changes to updating the corporate registry and publishing legal notices. We ensure that all amendments comply with French company law and your shareholders’ agreement.
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What is a Modification of SAS Bylaws in France?
Changing the bylaws (statuts) of a SAS means formally updating the company’s foundational document to reflect an evolution in its organization, capital, or governance. Such modifications may result from a change of registered office, share capital, management structure, or business activity.
Amending the bylaws is a legal process that requires strict compliance: it must be authorized by the shareholders under the conditions provided in the bylaws themselves and then filed with the Commercial Registry (greffe).
Advantages of Updating Your SAS Bylaws :
Stay Legally Compliant: Updating your SAS bylaws ensures full alignment with the latest French corporate law, avoiding penalties and legal inconsistencies.
Reflect Strategic Evolution: It allows your governing rules to evolve with the company’s growth, adapting to new structures, shareholders, or business goals.
Avoid Administrative Pitfalls: Up-to-date bylaws prevent errors or refusals from the commercial registry, saving time and avoiding costly corrections.
Protect Shareholders’ Interests: Clear, current provisions safeguard voting rights, profit distribution, and decision-making processes among all stakeholders.
Strengthen Credibility: Modernized bylaws inspire trust from banks, investors, and authorities, reinforcing your company’s professional image and reliability.
Modifying your French company’s bylaws ensures ongoing legal compliance, governance clarity, and the flexibility to adapt to new strategic or structural changes.
How to Modify the Bylaws of a SAS in France?
Updating your company’s bylaws in France doesn’t have to be complicated.
With FrenchCo.lawyer, the process is smooth, secure, and fully compliant with French corporate governance requirements.
Here’s how we assist you at every stage:
Collecting Information
We identify the nature of the change (address, capital, corporate purpose, management, etc.) and the affected clauses in the bylaws.
Drafting Legal Documentation
Our lawyers prepare the draft resolution, the updated bylaws, and the necessary minutes for shareholder approval.
Shareholder Approval
We organize or review the shareholders’ decision procedure according to your SAS’s specific governance rules.
Publication and Filing
We publish the required legal notice in an authorized gazette and file the complete dossier with the relevant Commercial Court Registry.
Delivery of Updated Extract (Kbis)
Once approved, we provide you with the updated Kbis and certified amended bylaws.
Why Choose FrenchCo.lawyer?
Our firm combines the expertise of registered French lawyers and trained corporate paralegals, ensuring that every bylaw amendment is legally sound, swiftly executed, and fully compliant with French corporate law. You receive end-to-end support — without unnecessary intermediaries or delays.
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What We Need From You to a to Modify the Bylaws of a SAS in France ?
To Modify the Bylaws of a SAS in France, we will ask you to provide:
Details of the Change to Implement
Provide clear information about the modification — such as capital variation, company address, management changes, or updated business activity.
Current Version of Your Bylaws
We review your latest set of bylaws to identify which provisions must be amended and ensure full legal consistency.
Identification of Officers and Shareholders
Copies of ID or company details for the president and shareholders are required to validate and file the amendment.
Shareholder Resolution (if available)
If your partners have already approved the change, please share the draft resolution or minutes of the meeting.
And Then?
Once we have these details, our lawyers take over — drafting the amended clauses, filing them with the Registry, and securing official publication. You’ll receive updated bylaws and a new Kbis reflecting the approved modifications.
Modify French Company Bylaws– Simple Process, Clear Budget
Legal Fee: starting from €749 excl. taxes
Mandatory Costs: publication in a legal gazette + Commercial Registry filing fees.
No hidden extras, no unexpected charges
Our commitment:
Transparent pricing and direct legal handling.
No upselling of unnecessary administrative extras.
You deal directly with French corporate law professionals.
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Why Choose Us?
We Believe in Transparent, Lawyer-Led Bylaw Modification
Fast and reliable updates: From bylaw drafting to official registration, we manage each amendment efficiently and in full compliance.
Legally compliant documents: Every modification is prepared under current French corporate law and filed through the correct legal channels.
Protective legal drafting: Each change is structured to preserve your company’s governance balance and protect shareholder rights.
High professional standards: All work is reviewed and validated by licensed French lawyers to ensure accuracy and accountability.
Let us handle your company’s bylaw updates —
so you can focus on running and expanding your business in France.
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Understanding the Modification of the Bylaws of a SAS
Can the bylaws of a SAS be modified at any time?
Yes — but only in strict compliance with the procedure set by law and by the company’s own bylaws.
In principle, any change that affects the structure, governance, or identity of the company must be reflected in an amendment to the bylaws (statuts). Typical examples include:
- Change of registered office (siège social).
- Modification of share capital (increase, reduction, or restructuring).
- Change of corporate purpose (objet social).
- Appointment or removal of the president or other governing bodies.
- Transformation of the company’s legal form (e.g., SAS to SASU).
Each amendment requires a shareholder decision taken under the voting conditions defined by the bylaws themselves — often by simple or qualified majority.
Once approved, the modification must be recorded in writing, published in a legal gazette, and filed with the Commercial Registry (RCS).
What are the most common reasons to amend SAS bylaws?
Founders and managers often need to modify their SAS for strategic or operational reasons, including:
- Capital restructuring: issuing new shares, redeeming existing ones, or adjusting nominal value.
- Governance changes: appointing a new president or adding a CEO/deputy (directeur général).
- Expansion or diversification: changing the corporate purpose to include new business activities.
- Relocation: moving the registered office to another city or département.
- Reorganization: introducing vesting conditions, stock warrants, or preference shares (BSPCE, actions de préférence).
- Legal compliance: adapting bylaws after regulatory reforms or shareholder agreements.
Each scenario may trigger specific procedural obligations and publication requirements.
Does every change require a modification of the bylaws?
No. Only changes that alter the text of the bylaws require a formal amendment.
For instance:
- Yes: moving the registered office, changing capital, changing the corporate name or purpose, modifying governance.
- No: changing the company’s accounting year-end or opening a new establishment — unless specifically mentioned in the statuts.
Minor updates may simply require a registry declaration, not a bylaw amendment.
A legal audit can help determine the appropriate route and avoid unnecessary costs.
What are the filing and publication costs?
Typical third-party fees include:
- Legal notice publication: around €150–€200 excl. taxes, depending on length and region.
- Registry filing fee: approximately €60–€70 excl. taxes.
Lawyer or paralegal fees for full service (drafting, filings, and compliance) generally start from €749 excl. taxes, depending on complexity.
- Legal notice publication: around €150–€200 excl. taxes, depending on length and region.
What documents are required to modify SAS bylaws?
The standard file includes:
- Shareholders’ resolution approving the modification.
- Updated bylaws dated and signed.
- Proof of legal notice publication.
- Completed RCS filing form (M2).
- Identity of the president and registered office proof.
Additional documents may be requested for capital operations or cross-border directors.
Who has the authority to amend the bylaws in a SAS?
Unlike SARLs or EURLs, where statutory law imposes specific voting rules, the SAS enjoys maximum contractual freedom.
This means that the bylaws themselves determine who decides and how the vote is organized:
- In some SAS, the president may initiate and adopt minor amendments (e.g., registered office transfer within the same département).
- In others, collective approval by shareholders is mandatory for any change.
- Certain clauses (e.g., preference shares, share transfer restrictions) may require unanimous consent.
If the bylaws are silent, the general rule is that extraordinary decisions must be adopted collectively by the shareholders representing the required majority.
What are the formal steps to modify SAS bylaws?
The process follows five key stages:
- Preparation of the draft amendment
Identify the affected clauses and draft a written resolution proposing the changes. - Approval by the competent body
Organize a shareholder consultation or written decision in accordance with the bylaws. - Amendment of the bylaws
Integrate the approved changes into the updated version of the statuts, dated and signed. - Publication
Publish a notice in a legally authorized gazette (journal d’annonces légales) within one month. - Filing with the Commercial Court Registry (greffe)
Submit the full modification file — including the shareholder decision, proof of publication, and updated bylaws — for registration in the RCS.
Once validated, the registry issues an updated Kbis extract, officially confirming the change.
Can a foreign shareholder or manager initiate a bylaw modification?
Yes. French law imposes no nationality restrictions on SAS shareholders or executives.
A foreign person or entity may:
- Fully own the SAS and vote on bylaw amendments;
- Serve as president or director, whether resident in France or abroad.
If the foreign manager resides outside the EU/EEA/Switzerland and wishes to move to France, they must obtain an appropriate residence permit (e.g., “entrepreneur/profession libérale” card or talent visa).
However, if they remain abroad, no French residence card is required.
All corporate filings (including bylaw amendments) can be completed remotely through a legal representative.
How long does it take to register a bylaw modification?
In most cases, 7 to 15 working days from the time all documents are submitted.
Delays depend on:
- The completeness of your file;
- The court registry’s processing time;
- Publication lead time of the legal gazette.
Urgent filings can often be expedited if properly prepared by a lawyer.
What happens if a SAS changes bylaws without registration?
The amendment has no legal effect against third parties until it is published and filed with the RCS.
Failure to comply may result in:
- Rejection of registry filings (e.g., new president appointment not recognized).
- Tax administration penalties for incomplete disclosures.
- Civil liability of managers for misrepresentation.
Maintaining up-to-date bylaws and registration is therefore essential for validity and enforceability.
Modify Your French Company Bylaws
Let our French lawyers & paralegals handle the entire amendment process for you.
More About Modifying French Company Bylaws
When should I update my company’s bylaws?
You should amend your bylaws whenever there’s a change in share capital, management, business activity, or the company’s registered address.
Who approves a bylaw modification?
Bylaws are updated through a shareholder decision, usually taken at a general meeting or via written consultation depending on your company form.
Do all shareholders need to sign the new version?
Yes, every shareholder must sign or formally approve the updated bylaws before they can be filed with the commercial registry.
How long does the amendment process take?
Typically 7 to 10 business days from document preparation to registration and publication in the official gazette.
Can the amendment be handled online?
Absolutely. Our lawyers can manage the entire process remotely, from drafting resolutions to filing through the online one-stop platform.
Will I receive an updated Kbis extract?
- Yes. Once the amendment is approved, you’ll receive a new Kbis showing the updated legal information of your company.
Do I need a notary for bylaw changes?
No, most modifications are prepared and filed directly by corporate lawyers — notaries are required only for specific legal forms.
Can I make multiple changes at once?
Yes. It’s often more efficient and cost-effective to include several updates (e.g., management + address + capital) in a single amendment filing.
