Changing the legal form of a company: conditions and formalities

Changing a company's legal form requires a decision by the shareholders, following a report from a transformation auditor, except in cases specified in the information sheet (the report is not mandatory for a public limited company, or SA). The report must be filed with the registry at least eight days before the shareholders' meeting. The decision is published in a legal notice within one month, and the change must be declared at the business formalities counter within one month. After publication in the Bodacc (Official Bulletin of Civil and Commercial Announcements) by the registry, the transformation is enforceable against third parties.

This page follows the official Service-Public guide "Changing the legal structure of a company" (verified on 05/09/2025). It covers the conditions and formalities. It does not address the tax consequences (corporate tax, capital gains, business closure), the social security status of the manager after the change, or the cost of the operation: the guide does not specify these, and this page does not invent anything in their place. It also does not detail the conversion of an EURL (single-member limited liability company) to a SASU (simplified joint-stock company with a single shareholder).

The steps in order

The information sheet does not specify the starting date for the two one-month periods. This information should be found on the sheet itself or requested from the advisor preparing the transaction.

The Commissioner for Transformation

The auditor's report covers the company's financial health. The auditor assesses the value of the company's assets and any special advantages, and certifies that the equity is at least equal to the share capital. This role can be assigned to the company's statutory auditor, if one is appointed. Otherwise, the auditor is appointed by unanimous vote of the shareholders or, in the event of disagreement, by the commercial court.

Without a report, the transformation is not valid, except in cases specified in the information sheet: certain transformations into general partnerships (the sheet specifies this for limited liability companies (SARL) and simplified joint-stock companies (SAS)), and public limited companies (SA), for which the report is not mandatory. The report is available to the partners at the registered office.

Who decides, and by what majority?

The document outlines the rules according to the intended format. Here are the rules that are repeated here:

For other cases (conversion from a public limited company (SA) to a private limited company (SARL) or a simplified joint-stock company (SAS), or conversion to a general partnership (SNC), please refer to the information sheet: this page does not cover them. The information sheet also indicates that a public limited company (SA) can only change its legal form if it has been in existence for at least two years and if the shareholders have approved the financial statements for its first two fiscal years.

The amendment of the articles of association must also respect the limits of the new form, in particular in terms of capital and number of partners.

After the decision

Legal notice. It mentions the abandoned and new forms, the company name, registered office, SIREN number, share capital, and the RCS registration number followed by the city of the registry. A certificate of publication is issued.

Business formalities counter. The declaration is made with the minutes bearing the registration mention, the updated articles of association certified as true copies, the report of the commissioner for the transformation (if applicable) and the certificate of publication.

Beneficial owners. A change in legal form alone does not alter the beneficial owners. A new declaration is required if their identity, address, shareholding structure, or control has changed. Failure to comply may result in the company's dissolution.

Real estate. If the company owns real estate, the land registry service must be informed.

If you are a sole trader

A sole proprietorship is not a company. To opt for a limited liability company (SARL), for example, you must create your company. The page on choosing a legal structure details the possible forms.

When a partner enters or leaves a sole proprietorship

Two changes in legal form occur through the manipulation of shares, according to the SASU and EURL fact sheets: if the shares of a SASU are distributed among several holders, the SASU becomes a SAS; if a member of an EURL transfers their shares to several people, the EURL becomes a SARL. The page comparing SASUs and EURLs details these cases.

Change of legal form: numerical example (fictitious profile)

Situation. Delta SARL has 3 partners. Example assumptions, which are not rules: extraordinary general meeting scheduled for 15/03/2027; share capital of €50,000; equity from the last balance sheet of €62,000 (alternative: €45,000).

Issue. On what date should the report be filed, what must the auditor be able to attest to regarding equity, and what majority is required for a transformation into a public limited company?

Strategy. Apply the rules of the sheet: report filed at least 8 days before the meeting (counted here in calendar days, to be confirmed); equity at least equal to the share capital; simple majority only if equity exceeds €750,000; minimum capital of €37,000 for a public limited company.

Result.

The example does not specify what the regulations stipulate if equity is less than capital, nor how exactly the 8 days are calculated. It does not prejudge your situation.

Change of legal form: what changes depending on your case

• The original form and the intended form : majorities, ceilings and conditions differ.
• The number of partners : a unanimous decision implies the agreement of everyone.
• The presence of an auditor : he can act as commissioner for the transformation.
• Owning real estate : the land registry service must be informed.
• The tax and social consequences : not covered by the information sheet, to be examined on a case-by-case basis with your legal advisor and your accountant.

The rule depends on your situation. No results are guaranteed.