Statutes SARL mandatory information? 

 

LEC.ma reveals the points to pay attention to 

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When you want to create a limited liability company (SARL), you are probably wondering what documents are necessary for this operation and which professional can accompany you throughout the procedure. You knocked on the good door ! In this article you will find all the information you will need.

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The SARL has the advantage of being able to be incorporated with little capital. In addition, if you create an LLC, your liability will be limited to the amount of your contributions. Finally, the SARL model is particularly suited to family businesses (family SARL).

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LEC.ma reveals some tips for writing your articles of association!

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What are the clauses that must be present in your SARL statutes?

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• the corporate form (in this case SARL);

• the duration of the business (maximum 99 years);

• the name of the company;

• headquarters ;

• the amount of share capital;

• assessment of contributions;

• distribution of shares between the partners;

• the closing date of the financial year;

• the procedures for depositing the funds corresponding to the contributions in cash.

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1. The corporate purpose

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The corporate purpose defines the activity or activities that will be carried out by the company once it is created.

It must appear in the articles of incorporation of the company.This is an obligation that aims to be able to clearly identify the activity that will be carried out by the company.

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The corporate purpose must indeed:

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• Mention the main activity of the company;

• Comply with good morals and public order;

• Be as specific and explicit as possible.

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It is possible to change the corporate purpose of a SARL. This procedure represents a non-negligible cost that it is necessary to know.

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LEC.marecommends that you extend the corporate purpose to avoid changing your legal status.

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   2. The corporate name 

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A SARL must choose a corporate name, ie an appellation. It is the founding partners who will choose it.

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Two rules govern this action:

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A corporate name is the name under which a commercial company carries out its activity, it identifies the company as a legal entity. Its registration in the commercial register is mandatory. It must be included in the statutes.

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The denomination of a legal entity is protected throughout the national territory, regardless of the actual influence of the company. This protection is limited to the area of activity of the company.

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He is possible to change the corporate name of an LLC  but you have to follow a certain procedure.

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   3. Headquarters

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The registered office is the address of the company. It thus represents the main residence of the latter. The registered office therefore makes it possible to determine the nationality of the company and therefore the law applicable to it.

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The registered office can be:

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• at the manager's home;

•     in a business center;

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The registered office is mentioned in the statutes of the SARL.It is possible to change the registered office of an LLC. This procedure represents a non-negligible cost that it is necessary to know.

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   4. Lifetime

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The lifespan of an LLC cannot exceed 99 years of social life at most.It is fixed in the statutes.

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   5. Contributions

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The amount of share capital is freely set by the articles of association.and gives rise to the allocation of shares. Share capital is made up of different types of contributions.

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There are 3 kinds of contributions:

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• cash contribution:he corresponds to the payment of a sum of money. It is carried out by a natural person (an individual) or a legal person (a company). Contributions in cash subscribed by all the partners of a company contribute to forming the share capital.

• contribution in kind:it designates immovable or movable property. The statutes must contain the evaluation of each contribution in kind by a commissioner of contributions, if the value of a contribution exceeds 100,000 dirhams and if the total value of all the contributions in kind exceeds half of the capital.

• contribution to industry:it consists for a partner to make available his labor force, his knowledge, his services. It does not constitute an employment contract. Shares in a limited liability company cannot be represented by contributions in industry unless the corporate purpose of the company relates to the operation of a business or a craft business.

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   6. Social capital

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The share capital is a value representing sums of money or goods made available to the company by its partners or its founders when it was created.

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Social capital has many functions: 

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• a means of financing the company;

• a guarantee from third-party creditors;

• a clear distribution of rights and powers between the partners of the SARL.

 

It therefore serves both the company, the partners and third parties. It is therefore of paramount importance. You should know that a SARL can be created with a share capital of 10,000 dirhams.

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The amount of share capital must be set out in the articles of association.Some rules are specific to it that it is necessary to know.

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The statutes of SARL are difficult to understand. This is why it is very important to pay close attention to the drafting of the statutes of an LLC. It is best 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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