Articles of association SARL

Description

THE LIMITED LIABILITY COMPANY (SARL)

The SARL is still the legal form shared by most companies in France. The reason lies in the flexibility of his formation. It also authorizes the separation of production assets from its assets. The partner is liable for the social liabilities only up to the amount of his contributions. Personal property is not the pledge of debts arising from the company’s activities, and will therefore remain immune from legal action by the company’s creditors.

A single person (single partner) can set up an LLC. The only prohibition applies only to the case where the SARL has a sole shareholder SARL as sole shareholder.
The partners of the SARL (whose number cannot exceed one hundred) must all intervene in the deed of incorporation of the company. They can also issue a special mandate for this purpose.
To encourage the creation and development of SMEs, various laws have lightened the general SARL scheme on the following points:
– the appointment of an auditor is not compulsory, unless the company exceeds certain thresholds.

– In addition, there is no longer a minimum capital requirement. From now on, the articles of association freely set the amount of the share capital, although it is permitted to set up an LLC with a share capital of 1 (one) euro.

– When the sole shareholder personally assumes the management of the SARL, the formalities of publicity are lightened in his regard.

PLAN OF THE STATUTES OF A SARL

THE UNDERSIGNED,

X , Y and Z …(as many shareholders as possible)

WHO HAVE PREVIOUSLY DISCLOSED THE FOLLOWING:

PREAMBLE

Have decided to set up a limited liability company among themselves and have adopted the statutes set out below:

TITLE I: FORM – PURPOSE – NAME – DURATION – CORPORATE YEAR – HEADQUARTERS
Article 1 – FORM
Article 2 – CORPORATE PURPOSE Article 3 – CORPORATE NAME Article 4 –
CORPORATE YEAR – DURATION  Article 5 – CORPORATE HEADQUARTERS

TITLE II: CONTRIBUTIONS – SHARE CAPITAL – COMPANY SHARES

Article 6 – CONTRIBUTIONS _ FORMATION OF SHARE CAPITAL
1 – Contributions in cash
2 – Contributions in kind
3 – Contributions in industry
4 – Summary of contributions

Article 7 – SHARE CAPITAL
Article 8 – INCREASE AND REDUCTION OF CAPITAL
Article 9 – DIVISION OF SHARE CAPITAL – DISTRIBUTION OF SHARES
Article 10 – ASSIGNMENT AND TRANSMISSION OF SHARES
10.1 – Transmission inter vivos
10.2 – Claim by the spouse of the status of associated
10.3 – Transmission by death.
10.4 – Liquidation of a community of property between spouses
Article 11 – DEATH – PROHIBITION – COLLECTIVE PROCEDURE – BANKRUPTCY OF A PARTNER

TITLE III: ADMINISTRATION – CONTROL

Article 12 – APPOINTMENT OF MANAGEMENT – POWERS OF MANAGERS
Article 13 – OBLIGATIONS AND RESPONSIBILITY OF MANAGERS
Article 14 – TERMINATION OF OFFICE
Article 15 – STATUTORY AUDITORS

TITLE IV: DECISIONS OF THE PARTNERS

Article 16 – COLLECTIVE DECISIONS – FORMS AND METHODS
Article 17 – ORDINARY COLLECTIVE DECISIONS
Article 18 – EXTRAORDINARY COLLECTIVE DECISIONS
Article 19 – RIGHT OF COMMUNICATION AND INTERVENTION OF SHAREHOLDERS
Article 20 – AGREEMENTS BETWEEN THE COMPANY AND ITS SHAREHOLDERS OR MANAGERS

TITLE V: ALLOCATION OF RESULTS – DISTRIBUTION OF PROFITS

Article 21 – APPROVAL OF CORPORATE ACCOUNTS
Article 22 – ALLOCATION AND DISTRIBUTION OF PROFITS
Article 23 – DIVIDENDS – PAYMENT

TITLE VI: EXTENSION – TRANSFORMATION – DISSOLUTION – LIQUIDATION

Article 24 – EXTENSION
Article 25 – OWN CAPITAL LESS THAN HALF OF THE SHARE CAPITAL
Article 26 – TRANSFORMATION
Article 27 – DISSOLUTION – LIQUIDATION
Article 28 – DISPUTES

TITLE VII: LEGAL PERSONALITY – CONSTITUTIONAL FORMALITIES

Article 29 – ENJOYMENT OF LEGAL PERSONALITY
Article 30 – PUBLICITY – POWERS