Articles amendment lawyer in Paris: amend without nullity or deadlock.

It depends on the form. In a SARL formed after 2 August 2005, amendments to the articles are decided by a two-thirds majority of the shares held by the shareholders present or represented; for companies formed before, the statutory majority is three quarters, under Article L. 223-30 of the French Commercial Code (Code de commerce). A transfer of the registered office requires a simple majority. In an SA, the extraordinary general meeting decides by a two-thirds majority of the votes cast (Article L. 225-96). In an SAS, the articles set the rule freely, except for certain sensitive clauses subject to unanimity (Article L. 227-19).

Yes, within one month of the decision. The filing is made with the INPI one-stop shop using Form M2, together with the updated articles, the minutes of the meeting and the certificate of publication in a legal notice medium. Without publication, the amendment cannot be relied on against third parties. An omission by the company officer may engage their civil liability if it causes loss to a shareholder or a third party.

Yes. Under Article 1844-10 of the French Civil Code (Code civil), any interested party may bring an action for nullity where a mandatory provision of company law has been breached. In a SARL, the last paragraph of Article L. 223-30, in the version resulting from the Law of 19 July 2019, expressly grants this right for decisions taken in breach of the majority or quorum rules. The Court of Cassation confirmed in 2025 that this provision applies to decisions taken after its entry into force, regardless of the date on which the company was formed (Cass. com., 5 November 2025, No. 23-10.763).

The limit is two years from the day on which the nullity is incurred, under Article 1844-14 of the French Civil Code as amended with effect from 1 October 2025. Previously, the limit was three years. This reduction reinforces the need for a shareholder who suspects an irregularity to react quickly. Once the period has expired, the decision is definitively validated, even if it remains open to criticism on the merits.

A change of corporate object has tax consequences (partial cessation of activity if the extension is substantial, possible immediate taxation of latent capital gains), administrative consequences (possible review of approvals) and contractual consequences (possible termination of certain intuitu personae contracts). These effects should be mapped before the meeting is convened. A regulated activity requires prior verification of the authorisations needed.

No. In a SARL, the transfer of the registered office is decided by a simple majority of the shares, as a derogation from the two-thirds or three-quarters rule (Article L. 223-30, second paragraph). The formalities differ depending on whether the office stays in the same département, or moves to a different département or court registry. A transfer to another département requires a double legal notice (departure and arrival) and a change of entry in the trade register.

Article L. 227-19 of the French Commercial Code (Code de commerce) requires unanimity to adopt or amend inalienability clauses (L. 227-13) and exclusion clauses applying on a change of control of a corporate shareholder (L. 227-17). The approval clause (L. 227-14) and the compulsory transfer clause (L. 227-16) are adopted or amended under the conditions and in the forms laid down by the articles. Adopting an exclusion clause without unanimity exposes it to nullity, together with the nullity of any exclusion pronounced on that basis.

Introducing an approval clause by amending the articles follows the majority rules applicable to the form. In a SARL, a two-thirds majority of the shares for post-2005 companies; in an SA, a two-thirds majority at an EGM; in an SAS, a collective decision of the shareholders under the conditions and in the forms laid down by the articles (L. 227-19). The drafting must provide for the scope (transfers concerned), the approving body, the response period, and the sanction for lack of approval (buy-back or refusal).

An irregular notice (period too short, no draft text annexed, failure to send it to a shareholder) may lead to the nullity of the decisions adopted. The Court of Cassation has reiterated that a resolution proposing an appointment different from the one on the agenda is a new resolution, and that the decision on that resolution is therefore irregular (Cass. com., 14 February 2018, No. 15-16.525). The challenging shareholder must keep the proof of dispatch and the notice received, and act within the two-year limitation period.

In a SARL, one or more shareholders holding half of the shares, or one tenth of the shares if they represent at least one tenth of the shareholders, can request that a meeting be convened. In addition, any shareholder can apply to the president of the commercial court (tribunal de commerce), sitting in urgent proceedings, to have an ad hoc agent appointed to convene it. The Court of Cassation clarified in 2023, in a case concerning a civil-law company (société civile), that the judge must assess whether the request is consistent with the company's interest before making such an appointment (Cass. com., 20 December 2023, No. 21-18.746).

Legal costs include the legal notice (approximately €150 to €250 depending on the département), court registry fees (approximately €200 for a standard amendment), and any expert fees (statutory auditor for a change of share capital, expert for a valuation). The firm's fees for drafting the resolution, preparing the EGM and the INPI filing range from €1,500 to €4,000 incl. VAT depending on complexity. An amendment challenged by a minority shareholder leads to a separate litigation budget.

No. Unanimity does not cure nullities of public policy. A decision adopted unanimously remains open to annulment if it breaches a mandatory provision of company law (for example, a change of share capital without an expert report where one is compulsory), if it constitutes a fraud on the rights of a third party, or if the object chosen is unlawful. The compliance check goes beyond simply counting votes: it covers both procedure and substance.

Using a lawyer is not legally compulsory for routine amendments (transfer of registered office, change of name, update of the corporate object). It becomes essential as soon as a sensitive clause is involved (approval, exclusion, pre-emption, governance), a shareholder objects, or the amendment affects the share capital. A badly drafted document costs more to correct or defend than a prior intervention. The firm acts at every stage: audit, drafting, EGM, formalities, litigation.

The commercial court of the registered office has jurisdiction over disputes between shareholders and over actions to annul corporate decisions. For a company registered in Paris, this is the Paris commercial court. The articles may provide for an arbitration clause referring the dispute to an arbitrator, who will take the place of the state court. The firm regularly pleads before the Paris commercial court in these cases.