Business changes

Why go through business modification formalities? The information stated when you formed your company may change over time.

As soon as one of the information specified during company registration is changed, it must be declared within one month (Article R. 123-45 of the Economic Code).

This includes changes to the corporate name or corporate purpose, company form, share capital, manager, office location, etc.

You then have an obligation to complete the business modification formality.

Formalities for changes in the company

Changes may concern:

• Information about the legal entity (name, abbreviation, legal form, capital, validity period, closing date of the financial year, dissolution, cancellation, etc.);
• information related to managers (surname at birth or usual surname, nationality, place of residence, name, status of spouse (spouse, partner or employee), name, legal form, legal address, permanent representative);
• information related to the enterprise (relocation of enterprise, opening or closing of a secondary enterprise, change of activity, trade name or mark, conservation, change related to an authorized representative, etc.).

Changes to a company may be subject to certain conditions, such as a decision by partners or shareholders at a general meeting. Some changes require unanimous consent. For others, a majority quorum of 2/3 or 3/4 of the shares of the shareholders present is sufficient.

The change must also be subject to publication next month in a legal notice in the newspaper in the section where the company's registered office is located.

Filing in the Journal of Legal Notices (JAL) is mandatory for any change relating to one of the required registration information, such as the purpose of the company, its trade name, its share capital, etc.

Lack of publicity in the event of a change in the charter may be the subject of a claim for settlement, which can be carried out by any interested party within 3 years from the date of adoption of the act amending the charter.

On the other hand, there is no need to make formal changes when filing reports, selling shares (if there are no changes affecting managers), purely tax changes (tax changes, for example: a transition from a simplified real regime to a real regime, excluding a change in the threshold), etc.

Changes for an individual entrepreneur (EI)

A sole proprietorship (EI) is not a corporation. If you want to develop your business, regardless of whether it is carried out in EI and/or as a microentrepreneur, the formalities of the change concern:

• Information concerning the entrepreneur (surname at birth or usual surname, citizenship, place of residence, name, status of spouse (collaborating spouse or employee));
• information related to the enterprise (relocation of the enterprise, opening or closing of a secondary enterprise, change of activity, trade name or mark, conservation, change related to an authorized representative, etc.);
• asset distribution (option for EIRL, termination of EIRL, or change to information related to EIRL or content of asset distribution declaration);
• permanent cessation of activity.

Be careful, do not forget to declare the termination of the activities of your individual entrepreneur, at the risk of being left with property taxes for companies and social contributions in the future. You can make changes in your personal account on the URSSAF website in the section Gérer mon compte - Changemet de situation.

As of February 15, 2022, following the adoption of Law No. 2022-172 in favor of independent professional activity and the entry into force of the single status of individual entrepreneur on May 15, 2022, it is no longer possible to choose the EIRL status.

Already registered EIRLs continue to operate under the same conditions.

A special case for Micro-Entreprise

Auto-entrepreneur is an individual entrepreneur using the simplified individual entrepreneur regime.

His company is subject to the same principles as an individual entrepreneur for any changes. Be it a change in his identity (change of name, place of residence, etc.), his assets, activities or any other characteristic of his activities, the Auto-entrepreneur must comply with the same formalities.

Be careful, if you want to opt out of the Micro-Entreprise regime, you should choose the real tax regime for your company. Since this is a purely tax change, you will need to contact the IRS directly. No formalities are required.

You can implement the changes by following this link https://entreprendre.service-public.fr/vosdroits/N31903

or here https://formalites.entreprises.gouv.fr/

To do this, you will need to fill out a declaration and send it to Centers de formalités des entreprises (CFE), which relates to your activity. 

Add additional activities to those already carried out by the company

This approach can allow you to meet your customers' demand, adapt to the market, or even strengthen your existing operations. You can find the formalities that need to be completed at the link. https://entreprendre.service-public.fr/vosdroits/F36227

Source: https://www.guichet-entreprises.fr/fr/demarches_en_ligne/formalites_modification.html

https://www.insee.fr/fr/information/2015441