When the articles must change

Adding a trading name does not touch the articles. Moving the registered office does. The difference costs at least 221,90 € in formalities, and turns on one simple question: is the particular written into the articles?

What the articles organise

The articles organise how the company works. They set the legal form, the corporate purpose, the registered office, the share capital, and the rules governing relations among shareholders as well as with third parties. Drafted at incorporation, they then live on.

• Change of corporate name, or change of all or part of the corporate purpose
• Transfer of the registered office, replacement or addition of a director named in the articles
• Change of legal form, increase or reduction of the share capital
• Extension of the life of the company, transfer of shares, merger with another structure

That list covers most of what a small company meets. A capital increase may come from a cash contribution, a contribution in kind, or the incorporation of reserves; a reduction may be driven by losses, or not be driven by them at all.

Changing the legal form deserves to be set apart from the rest. Moving from a limited liability company to a simplified joint-stock company does not amend a clause: it recasts the whole text, the governance and the social regime of the director with it.

What requires no amendment

Two frequent cases call for no amendment. Adding a trading name is one: it designates the activity under which the company presents itself to the public, without touching its legal corporate name.

Changing the director is another, on one condition: that the articles do not name the persons in office. Articles designating the manager by name, on the contrary, impose an amendment at every change.

The lesson bites when drafting, not only when amending. Naming the director in the articles rather than in a separate deed turns every succession into a full formality, with its legal notice and its fees.

The converse also exists: the articles may be amended with nothing changing at the register. That is the case when internal rules are spelled out — how decisions are taken among shareholders, for instance — which had not been written in at incorporation.

A neighbouring case belongs to none of these categories: a change of address wording imposed by the municipality. Where the registry is informed directly by the administration, updating the register is free, and no formality falls on the company at all.

Where the company wants an up-to-date registration certificate, two routes open: asking for the administrative address to be updated, which brings a separate filing of the articles at around 15 €, or going straight to a formality, at around 40 €.

Grouping rather than repeating

Every filing at the formalities desk carries its own fees. Grouping all the intended changes and filing them in one single request avoids paying them twice, and the official page recommends it expressly.

The typical case is a move combined with a widening of activity: declaring the transfer of the office and the change of purpose together costs less than two separate requests, for the very same result at the register.

Grouping supposes deciding together. A meeting adopting two resolutions on the same day opens one single one-month deadline, produces one set of minutes and allows one notice; two meetings six weeks apart make grouping impossible.

The calendar constraint therefore reads against intuition: it is not the filing that must be synchronised, it is the decision. Everything else follows mechanically, within the month running from that decision onwards.