The drafting of company articles of association leaves little room for improvisation and fantasy, depending on the type of company you have chosen to incorporate. Let your notary guide you. Stéphanie Swiklinski, a certified notary, gives you some tips.
What is the purpose of the company's articles of association?
The drafting of the articles of association is an essential phase when you want to create a company. It is a kind of "social contract" between the future partners. This document is very important because it sets the principles of organization and operation of the company.
It also defines the rules that will govern the relations, not only between partners but also towards third parties. It is obviously essential for the future partner to know what he is committing himself to financially and what will be the extent of his responsibility from a civil, penal and fiscal point of view.
Drafting the articles of association of the company you wish to create is an obligation and this formality should not be taken lightly. These articles of association must be in writing, to allow the registration of the company at the RCS (register of commerce and companies).
You also have the possibility to make them under private signature or by notarial act. However, in case of contribution of a real estate, your notary will be essential because he is the only one authorized to make the real estate publicity. His advice and professionalism are two assets not to be neglected when you want to have tailor-made statutes and anticipate possible problems!
Are we free to put what we want in the articles of association?
The articles of association must be written and signed by all the partners. Attention, the following clauses are mandatory for them to be valid:
- the form of the company (SARL, SA...);
- the corporate purpose: the activity that will be carried out by the company;
- the corporate name: the name of the company;
- the registered office: the address of the company, which will also determine its nationality;
- the duration: it is a maximum of 99 years but it can be constituted for a shorter period;
- the closing date of the financial year;
- the share capital;
- the clauses concerning the management or the management of the company, the approvals for the transfer of shares, the allocation of the profits.... must be drafted with the greatest care.
What is the procedure to follow ?
Before starting to write the articles of association, the future partners must meet to agree on the functioning and organization of the company. This is what is known as the talks.
Depending on the legal form that you wish to adopt, the drafting of the articles of association will be more or less free. Thus, some corporate forms are more regulated than others.
If you wish to create a EURL or a SARL, for example, you will not have much latitude in drafting your articles of association since the law provides for almost all the operating procedures of this legal form.
On the other hand, if you choose a SASU or SAS, you will have greater flexibility in drafting the articles of association.
Stéphanie Swiklinski