Changing a startup’s company officer: formalities and good practices (2026)

A founder’s departure, an experienced CEO’s arrival, a strategic pivot or disagreements within the team… There are many reasons to change a company officer. In France, the procedure is regulated and determines enforceability against third parties. Here is the 2026 guide, focused on SAS and SARL, the legal forms most common among startups.

Who decides, and how? SAS vs SARL

SAS: the articles take priority

In an SAS, the body authorised to appoint or remove the officer (often the President) is defined by the articles: shareholders’ meeting, board, committee, etc. Notice, quorum and majority rules are also set by the articles. Before any decision, review the articles and, where applicable, the shareholders’ agreement to check veto rights, removal conditions, compensation or internal procedures. To define the new President’s powers and responsibilities, also see our analysis of the role of the SAS President.

SARL: the shareholders decide

In an SARL, appointment or removal of the manager is a collective shareholder decision, under majority rules laid down by law and potentially adapted by the articles. Check whether the manager is named in the articles (requiring an amendment to the articles) or appointed by a separate instrument. The precise majority requirements and grounds for removal are set by the Code de commerce (see Legifrance) and your articles.

The 4 mandatory steps

1) Decide and record the decision in minutes

The decision must come from the competent body (general meeting, sole shareholder or board) and be recorded in cessation/appointment minutes stating the identities of the outgoing and incoming officers, effective date and, if necessary, conditions for ending the term of office. Refer to the official guidance “Changing the company officer” on Service-public.fr.

2) Amend the articles if the officer is named in them

If the officer’s name appears in the articles (common in SARLs, possible in SASs), an extraordinary general meeting is required to amend the clause and adopt updated articles. A certified true copy will be filed with the national business register (RNE). The basis comes from company law in the Code de commerce, accessible on Legifrance. To anticipate these situations, revisit our advice on drafting SAS articles suited to a startup.

3) Publish a legal notice

The publication of a legal notice in an authorised newspaper for the registered-office area is mandatory within one month of the decision. The notice must contain essential particulars: company name, form, capital, registered office, SIREN and RCS numbers, identities of the outgoing and incoming officers, meeting date and effective date. See the procedure summarised by Service Public Pro.

4) File through the one-stop portal (RNE) within one month

The application is filed online through the one-stop portal operated by INPI. It typically includes:

• the decision minutes (certified true copy);
• the updated articles, if amended;
• the legal-notice publication certificate;
• the new officer’s identity document;
• their declaration of no criminal convictions and parentage ;
• the online amendment form (M3 equivalent) and, where necessary, authority for the person filing.

INPI also details the key steps for changes: changing your business and inpi.fr. Failure to file within one month delays enforceability against third parties (see Service-public.fr).

Timing, enforceability and risks

Until the change is registered and published in the RNE, the change of officer is not enforceable against third parties. The former officer may continue to appear on the Kbis extract, creating legal and practical uncertainty (bank, partners and litigation). This disclosure requirement falls within the European company-law framework (see directive 2017/1132, EUR-Lex) and French law available on Legifrance. For judicial procedures or registration extracts, useful information is available through Justice.fr.

Operational checklists

Before the meeting

• Review the articles and shareholders’ agreement (veto, quorum, removal and compensation). See our essential shareholders’ agreement clauses.
• Prepare draft resolutions, minutes and, where necessary, amended articles.
• Collect the new officer’s identity documents and declaration of no criminal convictions and parentage.
• Prepare the legal notice in advance (mandatory particulars).

On the day

• Hold the general meeting/meeting of the competent body according to the articles.
• Sign the minutes and, where applicable, updated articles.
• Set the appointment’s effective date (immediate or deferred).

After the decision

• Publish the legal notice and obtain the publication certificate.
• File the complete application through the one-stop portal within one month.
• Track issuance of the updated Kbis and share it with key partners.
• Update: bank mandates and authorised-signatory records, accounting access, insurance, public contracts, strategic suppliers and internal delegations.
• Revoke former powers (banking, signatures and tools) and restrict information-system access.

Sensitive issues and good practices

• SAS articles and governance: adapt powers, term of office and removal arrangements to your growth trajectory. Revisit: SAS articles for startups and the President’s powers.
• Shareholders’ agreement: check appointment clauses, investor veto rights, good/bad leaver, non-compete and confidentiality. Our guide to essential shareholders’ agreement clauses helps prevent deadlocks.
• Contracts and responsibilities: removal from corporate office does not necessarily terminate a separate employment contract. Anticipate tax/social contribution effects of the exit/entry package. On risks, read company officer liability and personal assets.
• SAS or SARL: if you also plan to change legal form in the medium term, compare governance regimes: SAS or SARL for a startup.

Example legal notice: template

Adapt to your circumstances and chosen newspaper:

COMPANY NAME (legal form) with capital of €XXX, registered office: address, XXX city, RCS city SIREN. By decisions dated date, the cessation of duties of Surname First name as President/Manager effective from date was acknowledged, and appointment made of their replacement Surname First name, residing at address. Amendment entry in the RNE/RCS of city.

Costs and timing: indicative figures

• Timing: legal notice and one-stop portal filing within one month of the decision; Kbis updated within a few working days after register validation.
• Costs: publication fees (varying by department and length), administrative filing fees and, where relevant, lawyers’ fees. See official procedural information on Service-public.fr and the one-stop portal.