Drafting company statutes in France: the complete guide for SME managers (by Maître Guillaume Leclerc, lawyer)
Drafting company statutes: what mandatory information, what clauses should be provided in SAS, SARL or SCI, what risks with free models and how much does it cost? This comprehensive guide, written by a business law lawyer in Paris, helps SME managers secure the drafting of their company articles of association and avoid pitfalls.
Introduction: why the drafting of company articles of association is a key moment for an SME manager
The drafting of company statutes is much more than an administrative step: it is a real contract for the organization of your business that will frame your relationships with your partners, your managerial powers and the distribution of the value created. Poorly thought-out statutes then generate blockages, painful renegotiations or expensive litigation, while well-structured statutes secure your project and facilitate the entry and exit of partners.
Drafting the statutes: definition and role in the life of society
The drafting of company statutes corresponds to the written act by which the partners set out the rules of operation of the company: legal form, seat, capital, corporate purpose, powers of the manager, decision-making procedures, distribution of results, etc. This founding document is mandatory for any company (SAS, SARL, SARL, SA, SCI, etc.) and conditions the registration in the commercial and companies register, but also the security of your relationships with third parties (banks, customers, etc.). This founding document is mandatory for any company (SAS, SARL, SA, SCI, etc.) and conditions the registration in the commercial and companies register, but also the security of your relationships with third parties (banks, customers, etc.) suppliers).
Drafting statutes: legal definition and practical scope
Legally, the articles of association are assimilated to a company contract which must respect the common law of contracts (consent, capacity, legal and certain content) and the specific provisions of company law. Concretely, it is in the articles of association that we will organize the governance of the company, the circulation of shares, the distribution of voting power and dividends: these are therefore essential levers for controlling your company over the long term.
How are company statutes established in practice?
The statutes can be established by private act (free drafting signed by the partners) or by authentic act before a notary in certain cases, in particular in the presence of real estate contributions or lease rights. In practice, the drafting of the articles of association takes place after the partners have agreed on the project (form, capital, distribution, powers of the manager), often on the basis of a draft statute prepared with a lawyer or on the basis of an adapted model.
How to write the articles of association of a company? The 5-step method
The drafting of company statutes follows a logic: identify needs, choose the legal form, define the essential parameters (capital, governance, corporate purpose), draft the clauses and check overall consistency. The objective is not to fill out a form, but to legally translate your business project, your balances between partners and your development strategy.
Step 1: Clarify the project and the partners
Before writing, it is essential to specify: who are the partners, what contributions each makes, how you want to distribute the capital, who will run the company and how the important decisions will be made. For example, a family SME where a historical manager wants to keep control will not have the same needs as a digital services start-up that quickly foresees the entry of investors.
Step 2: choose the legal form (SAS, SARL, SCI...)
The choice of the legal form conditions the architecture of the statutes: an SAS offers great contractual freedom, while the SARL is more supervised, while the SCI obeys a civil regime with a generally indefinite responsibility of the partners. The drafting of SAS, SARL or SCI statutes is therefore not based on the same logic: what is possible in an SAS (tailor-made bodies, preferred shares, etc.) is not necessarily possible in an SARL or an SCI.
Step 3: integrate the mandatory information in the company's articles of association
The law imposes a core of mandatory information common to all companies:
• Legal name (company name).
• Legal form (SARL, SAS, SAS, SA, SCI...).
• Head office address.
• Social purpose.
• Duration of the company.
• Amount of share capital and contributions from each partner.
• Distribution of shares between partners and identity of the founding partners.
• Appointment of the director (s) (manager, president, etc.).
Omitting or incorrectly formulating one of these statements may lead to a rejection of the file by the registry office, or even, in the most serious cases, to a vulnerability of the company (nullity, difficulties in proof, obstacles).
Step 4: Develop operating and governance clauses
Beyond the mandatory information, the added value of drafting the articles of association lies in the operating clauses: powers of the manager, conditions for convening and voting meetings, majority rules, distribution of results, etc. These clauses must be adapted to the profile of your partners: a company with two 50/50 partners is not treated as an SAS with split capital between founders and investors.
Step 5: Review, Test Scenarios, and Sign
Before signing, it is useful to “test” your articles of association on several concrete scenarios: entry of a new partner, departure of a key partner, blockage on an important decision, sale of the company, death or incapacity of the manager. This situation makes it possible to identify blind spots (absence of approval clause, unattainable majorities, too concentrated powers, etc.) and to adjust the drafting of company statutes before signing.
How to draw up the statute? Focus on the main clauses of company statutes
“Developing the statute” means going beyond simple legal notices to build a tailor-made framework, consistent with your governance, your growth strategy and the psychology of your associates. For an SME manager, the challenge is to know which clauses to focus his efforts on in order to secure the decision-making power and the stability of the shareholder base.
Clauses relating to share capital and contributions
The articles of association must specify the amount of the share capital, the nature of the contributions (cash, nature, industry), their valuation and the distribution of shares. Clear wording makes it possible to prevent subsequent disputes over the value of contributions in kind or on the imbalance between contributions and political rights.
Approval, non-transferability and exit clauses
Approval clauses frame the entry of new partners by making the transfer of shares subject to the agreement of the community of partners or a designated body. They can be supplemented by temporary non-transferability clauses (lock‑up period), or by joint or forced exit mechanisms that sometimes appear in a partners' agreement but can also be partially integrated into the statutes.
Simplified example of an approval clause in SAS (to be adapted)
“Any transfer of shares to a non-associated third party is subject to the prior approval of the collective of partners, acting under the conditions of quorum and majority provided for extraordinary decisions. In the absence of approval, the partners undertake to acquire or have acquired the shares within a period of three months, under the conditions established in accordance with the valuation procedure provided for in these statutes.”
Governance clauses: executive powers and collective decisions
The statutes must specify the prerogatives of the manager (manager, president): what he can do alone, which requires the agreement of the partners, as well as the procedures for appointment, dismissal and remuneration. At the same time, they determine which decisions should be taken collectively, in what forms (assembly, written consultation) and with which majorities, which makes it possible to finely adjust the balance between decision-making efficiency and the protection of minorities.
Earnings distribution clauses and dividend policy
The drafting of the articles of association must organize the distribution of profits (allocation to legal and optional reserves, distribution of dividends, allocation of the balance) and the treatment of losses. An explicit distribution policy makes it possible to anticipate the expectations of partners (regular dividends vs. reinvestment) and to limit tensions during periods of growth or difficulties.
Drafting of SARL statutes: specificities and points of vigilance
The drafting of SARL statutes is governed by a legal regime that is more stringent than SAS, which often reassures small structures and family companies, but leaves less room for contractual creativity. However, SARL statutes remain decisive for organizing the distribution of powers between manager (s) and partners, the transfer of shares and the day-to-day management of the company.
Essential information and clauses in SARL
In addition to common terms (name, form, seat, object, object, capital, capital, duration, identity of the partners, manager), SARL statutes must govern the distribution of shares and the transfer rules, which are more stringent than in SAS. It is also important to specify the powers of the manager, the conditions for holding meetings, the majority rules and the methods of distributing profits to avoid blockages.
Examples of concrete situations in SARL
• Two partners, each holding 50% in a SARL without an exit clause or a procedure for settling blockages, find themselves paralyzed when they no longer agree on the strategy.
• A family SARL fails to provide clear rules in the event of the death of a partner; heirs become partners without the active family having anticipated it.
Drafting of SAS statutes: contractual freedom and risks
The drafting of SAS statutes is characterized by a great deal of freedom of organization: the partners themselves determine the operating procedures of the corporate bodies and the decisions that must be taken collectively. This flexibility is a major asset for growing SMEs, but it makes the drafting of SAS statutes particularly sensitive: a poorly adapted generic model can create serious imbalances.
Key clauses to work on in SAS statutes
The SAS statutes must at least organize:
• The appointment and powers of the president (and possibly other bodies: DG, committees).
• The methods of decision of the partners (quorum, majorities, meetings, written consultation).
• The circulation of shares (approval, pre-emption, non-transferability clauses).
• Any specific rights (preferred shares, priority dividend, right of veto).
Educational framework: frequent error in SAS
Typical error: adopt free SAS articles of association providing for very high quorum and majority rules for all important decisions, without taking into account the actual distribution of capital. Result: certain strategic decisions (capital increase, sale of significant assets) become almost impossible to adopt, which blocks the entry of investors or the restructuring of the company.
Drafting SCI statutes: asset challenges and risks of free models
The drafting of SCI's statutes is central to organizing the holding and management of real estate, family or professional assets. Poorly adapted free SCI statutes models can expose to serious risks: nullity of the company, conflicts between partners, difficulty in exiting a partner, or even tax requalification.
Key points in SCI statutes
The SCI statutes must in particular deal with: the object (management or acquisition of buildings), the distribution of shares, the powers of the manager, the procedures for convening partners, the transfer of shares, real estate contributions and their consequences. Particular attention should be paid to valuation rules in the event of share repurchases and to the procedures for appointing and dismissing the manager, which is often a source of family tensions.
Free SCI status templates: why be careful?
Free models generally do not take into account the specific situation of the partners (age, desire to transfer, bank financing, matrimonial regime), or the fiscal constraints specific to certain arrangements. In the event of a dispute, a judge will refer to the statutes; if they are incomplete or inconsistent, the SCI can suffer serious consequences, up to the nullity of the company in some cases.
Free company statutes: advantages and dangers
Free company statutes models (SAS, SARL, SCI) can be an educational starting point for understanding the structure of an act, or even serve as the basis for a simple project. But the drafting of company statutes is not limited to filling in blanks: each clause must be adapted to your partners, your sector, your financing and your strategy.
When a free model is enough, and when it's dangerous
A model may be suitable for a very simple project (one-person company with no prospect of opening capital, low-risk activity, absence of significant assets), provided it is reviewed. On the other hand, as soon as there are several partners, contributions in kind, prospects for growth or transmission, the use of an unsuitable free model becomes very risky.
Concrete risks associated with free models
The main risks are:
• Clauses unsuited to the corporate form (clauses designed for a SAS inserted in an SARL or vice versa).
• Absence of essential clauses (exclusion, pre-emption, governance, blocking...).
• Imbalances between partners (voting rights or dividends with no coherent link with contributions).
• Difficulty in the subsequent modification of the statutes, which involves a formalized procedure and additional costs.
Drafting the statutes: price and budget to be anticipated
The price of drafting the statutes depends on the complexity of the project, the legal form, the number of partners and the intervention or not of a professional (lawyer, notary, chartered accountant). For an SME manager, it is useful to think about the overall cost: drafting the statutes, possible partners' agreements, formalities, and especially the value of the legal security obtained.
Indicative and logical pricing ranges
• Free model or standardized platform: low costs, but limited adaptation and the risk of having to revise the statutes later.
• Customized drafting by a lawyer: higher fees, in proportion to the complexity (number of partners, fundraising, specific clauses, etc.), but overall security of the arrangement.
• Intervention by a notary: frequent when real estate contributions are made or when an authentic instrument is desired for reasons of proof or opposability.
Drafting articles of association and the hidden cost of bad clauses
A manager who saves money on drafting the articles of association may find himself paying much more later: lawyer fees to manage a conflict between partners, cost of a modification of the articles of association, or even the loss of an investor who considers the structure too risky. It is often more profitable to invest in a quality act from the start than to have to urgently rewrite statutes that have become inadequate.
Drafting the statutes of association: differences with a commercial company
The drafting of the statutes of an association under the 1901 law follows a logic different from that of a company, even if we find common concepts (object, headquarters, governance, general meetings). The association is not profit-making and does not distribute profits between members, which is reflected in the drafting of its statutes (absence of capital, special rules for resources, etc.).
When should you consider an association rather than a company?
An association can be relevant for a collective non-profit project (cultural, sports, charitable), sometimes to carry events or activities that are peripheral to society. However, for a sustainable economic activity aimed at seeking benefits for members, the constitution of a company remains the appropriate framework.
Drafting the Lyon and Paris company statutes: the challenge of proximity and sector
The questions of drafting company statutes are raised with the same intensity in Lyon, Paris or any other city, but certain sectors concentrated in these cities (tech, industry, consulting, real estate) complicate the arrangements. Support provided by a lawyer who knows the local economic fabric, banking practices and sectoral uses makes it possible to better calibrate your statutes according to your market.
Where can I find the articles of association of a company?
To consult the articles of association of a company already created, several channels exist:
• The registry of the commercial court, via a paid request for a copy of the statutes.
• Some online services linked to official registers, which provide access to the documents filed (including the statutes).
• Any deposits with tax services or with notaries for authentic instruments.
These documents offer a source of inspiration but should not be copied without adaptation: what works for a given society will not necessarily be relevant, or even valid, for yours.
FAQ: drafting company statutes
How to write the articles of association of a company?
To write the articles of association of a company, you must include the mandatory information (name, form, seat, purpose, duration, capital, distribution of shares, managers) and provide clauses adapted to your governance (approval, executive powers, executive powers, collective decisions, distribution of profits). In practice, it is strongly recommended to start from a serious framework and to have it adapted by a lawyer to reflect your project, your partners and your sectoral constraints.
How are the company's statutes established?
The statutes are established in writing, generally under private signature, sometimes by authentic instrument when there are real estate contributions or specific situations. They are signed by all the founding partners after agreement on the essential elements (form, capital, distribution, managers), and then attached to the company's registration file.
How to draw up the status of your company in a secure manner?
Elaborating the statute implies thinking ahead of time about the company's life scenarios (entry and exit of partners, transfer, fundraising, possible conflicts) and translating these scenarios into clear clauses. The support of a lawyer makes it possible to transform your vision into operational rules, while respecting the legal constraints specific to your corporate form.
Drafting the statutes: what is the exact legal definition?
The drafting of the articles of association refers to the establishment of a written act that establishes the rules of operation of the company, its essential characteristics and the rights and obligations of the partners among themselves and with respect to third parties. This act is mandatory for any company and conditions the validity of its constitution and the security of its operations.
Drafting the statutes: what price should be expected?
The price varies depending on whether you use a free model, an online platform, or whether you use a lawyer or notary. Beyond the immediate cost, the key question is that of risk: low-cost drafting can generate much higher costs later (modification of the articles of association, disputes between partners, renunciation by an investor).
Drafting SARL statutes: are there any particularities?
Yes, the SARL is more closely supervised than the SAS: its statutes must respect a precise legal regime for the transfer of shares, meetings, the appointment of the manager and the distribution of powers. This offers a reassuring framework, but leaves less room for sophisticated arrangements; hence the interest of rigorous drafting if you are several partners.
Drafting SAS articles of association: what makes it difficult?
The drafting of SAS statutes is delicate because the law leaves a lot of freedom to define the corporate bodies, their powers and the decisions reserved to the partners. A generic model that is poorly adapted to your capital distribution or strategy can create decision-making impasses or imbalances between partners, which is why tailor-made work is important.
Drafting SCI statutes: do you absolutely need a professional?
Given the wealth and fiscal challenges of an SCI, as well as the risks associated with free models, the intervention of a professional (lawyer or notary) is strongly recommended. The aim is to avoid mistakes that could compromise the validity of the SCI, make management impossible or trigger undesirable tax consequences.
Can I use an “example” company status found online?
An example of a company statute can help you understand the structure of the document, but should never be repeated as it is without adaptation. Each project has its own challenges (capital distribution, financing, financing, sector, profile of partners) which require the drafting of personalized statutes.
Where can I find the articles of association of an existing company?
You can generally obtain a copy of the articles of association filed with the registry of the competent commercial court or through online services linked to official registers. This consultation is useful as inspiration, but it is not a substitute for adapting for your own company.
Drafting Lyon and Paris company statutes: are there local specificities?
Legally, the rules are national, but banking practices, investor expectations and the uses of certain sectors (tech in Paris, industry or B2B services in Lyon, for example) influence the drafting of the statutes. A lawyer rooted in these ecosystems knows better the clauses expected by local partners (banks, funds, incubators) and can adapt the company contract to these expectations.
What should I do if I need to change my company's articles of association later?
Any significant change (change of headquarters, object, capital, governance, etc.) requires a decision by the partners, a report, advertising formalities and the filing of an amendment file.
Regulated matter and the importance of legal assistance
Company law and the drafting of company statutes are a regulated subject, at the crossroads of contract law, tax law, social law and, sometimes, specific sectoral regimes. Using a lawyer makes it possible to anticipate risks, to avoid inapplicable or dangerous clauses, to structure your relationships between partners and to focus on the development of your SME with confidence.
Article written by Guillaume Leclerc, lawyer in commercial contracts and commercial litigation in Paris.
