Statutes SARL mandatory information? 

 

Without statutes, no society.  And without a regular social object, no viable statutes! Take stock of the drafting of a company's corporate purpose.

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How to define the social object? What determines the corporate purpose? How should the corporate purpose be formulated? When to modify the clause relating to the corporate purpose?

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LEC.ma reveals the points to pay attention to 

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When you want to create a company, you are surely wondering what activities will be carried out, how to break them down into main activity and secondary, complementary and related activities and which professional can accompany you in drafting this clause while respecting the standards and regulations in force. vigor. You knocked on the good door ! In this article you will find all the information you will need.

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LEC.ma reveals some tips for writing your corporate purpose!

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The corporate purpose must be lawful and possible

 

The object of the company must imperatively appear in the articles of incorporation. 

 

It defines all the activities that a legal person can carry out. It is constituted in the common interest of the partners or shareholders.

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The corporate purpose determines:

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• the nature of the activity: commercial, liberal, agricultural, artisanal;

• the field of activity covered by the professional indemnity insurance taken out in the name of the company;

• the scope of action of the company's manager(s). 

• if the activity falls under a regulated activity, which requires referring to and complying with the specific legislation governing this activity.

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It must neither be contrary to the law nor relate to things outside of commerce. It must not undermine public order or go against good morals. Otherwise, the company incurs nullity.

 

It must be possible, that is to say relate to an activity that can be carried out in concrete terms. The object of a company must mention all the activities carried out by your company, without exception. Only the activities specified in the articles of association may be exercised by the company. 

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The corporate purpose must be clear and determined

 

The corporate purpose must be clear and determined in the statutes.

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The description of the corporate purpose must be sufficiently precise on the type of activity carried out, which can be broken down into a main activity and secondary, complementary or related activities. It is advisable to write a relatively broad corporate purpose. This avoids a statutory modification when the company must extend or diversify its activity. 

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Once the corporate purpose has been described, it is customary to include the words "and generally all economic, legal, industrial, commercial, civil, financial, movable or immovable transactions relating directly or indirectly to its corporate purpose, or to all similar, related, complementary objects or likely to promote its extension or development”.

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Risks incurred in the event of non-compliance with the corporate purpose 

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The illicit corporate purpose means that the company carries out an activity prohibited by law or regulations.

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Nullity may be invoked by all persons who can claim a legitimate interest:  

 

• associates;

• personal creditors;

• social creditors.

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In the event of an illicit corporate purpose, the company in question incurs nullity. This means that it will be deemed null and considered as never having existed. The company is liable vis-à-vis third parties for commitments made or transactions carried out in its name, even if they go beyond the corporate purpose. On the other hand, the acts concerned cannot be canceled. 

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Consequently, the corporate social purpose must be very well drafted, because if this is not the casethe company can be liquidated and the liability of the partners engaged. 

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Modification of the articles of association in the event of a change of corporate purpose

 

The corporate purpose defined at the creation of the company may appear unsuitable during the life of the company, mainly if it wishes to:

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• add one or more activities different from those carried out previously due in particular to a takeover, merger, diversification or development of a new activity...

• give up or transfer, even partially, an activity due in particular to a split, a transfer of activity, a partial contribution of assets, a merger, the spin-off of the activity, etc.

• change the nature of the activity, the nature of the acts carried out or the products or services rendered due in particular to the transition from one branch of activity to another, from one profession to another within the framework of the same sector of activity...

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To modify the object of a company, it is necessary to follow several steps:

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• convene an extraordinary general meeting (AGE), in order to vote on the change of corporate purpose by the partners. A report must be drawn up mentioning the will of the partners to modify the object and the content of the new object; 

• publish a notice in a journal of legal notices (JAL);

• carry out the formalities of publication in the Trade and Companies Register.​

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The drafting of the corporate purpose canappear  an easy task to accomplish except that it is decisive for any society and difficult to grasp.This is why it is very important to be vigilant and it is recommended to entrust this mission to a Chartered Accountant.

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A chartered accountantis a liberal professional whose activity is regulated by la law (15-89). To exercise his activity, a chartered accountant must beregistered on the board of the Order of Chartered Accountants.He is also subject to numerous obligations: compliance with ethical rules, continuing education, insurance, professional secrecy, transparency of the price of his services, etc.

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