What are a company’s articles of association?

A company’s articles of association must include a core set of mandatory particulars; without these, registration will be refused. The main ones are:

• The legal form (SAS, SARL, SA, SCI, etc.)
• The company name
• The corporate purpose: the activities the company is authorised to carry out
• The registered office address
• The duration of the company (maximum 99 years)
• The share capital amount and the distribution of contributions
• The valuation of contributions in kind, where applicable
• The operating rules (management, decision-making, financial year)

Beyond this core, the articles may include optional clauses (approval, pre-emption, exclusion clauses) that finely organise corporate life.

Articles of association can be drafted in two ways:

• As a private deed: written and signed by the partners themselves (often with professional assistance). This is the most common approach, suitable for most company formations.
• By notarial deed: mandatory when a property contribution is made to the company, as it requires a land registry formality.

Regardless of the form, drafting is a critical step: poorly drafted articles can cause problems later, such as disputes between partners, investor entry or share transfers. Missing an approval clause, an overly narrow corporate purpose or unclear power distribution can block the company.

The degree of flexibility depends on the legal form: a SAS allows great freedom to organise governance and voting rights, whereas a SARL is subject to a more rigid legal framework.

Articles of association are not set in stone. They evolve with the company: change of registered office, expansion of the corporate purpose, capital increase, change of name or change of legal form.

Any amendment requires:

1. A decision taken in accordance with the articles (general meeting, sole partner decision, etc.)
2. Updating the articles
3. Publicity formalities: legal notice and filing with the commercial court registry

These formalities involve costs and formalities that are best anticipated. Properly drafting the articles from the outset and amending them cleanly is key to avoiding costly mistakes and disputes between partners. Structured support helps prevent these issues.