Minutes for a change of gerant (SARL, EURL)
A change of gerant (managing director) takes place when a director leaves office, through resignation, removal or the end of their term, and a new gerant is appointed. In a SARL, the decision rests with the body of associes (partners); in an EURL, with the sole associe (single member). These minutes record the departure of the former gerant, the appointment of the new one, the duration of their term and, where applicable, their remuneration. They must be filed with the guichet unique (single business formalities window, INPI) and published in a legal announcements journal to update the Kbis extract. This form is in English, but the document is generated in French, ready to sign and use in France.
Note: the questionnaire is in English; the generated document is in French.
The company
Fields marked with an asterisk are required. Your information is only used to generate your document.
Frequently asked questions
Can a gerant be removed at any time?
The gerant of a SARL may be removed by decision of the associes (partners) representing more than half of the shares. The removal must be based on a legitimate reason, failing which the removed gerant may claim damages. The gerant may also resign, provided they do not do so abusively.
What formalities apply after the change of gerant?
You must publish a notice in a legal announcements journal, then file with the guichet unique (single window) of the INPI the minutes, proof of identity of the new gerant and a declaration of non-conviction. The greffe (registry) then updates the Kbis extract with the name of the new director.
Must the statuts be amended for a change of gerant?
If the name of the gerant appears in the statuts (articles of association), an update is necessary. Most companies designate the gerant in a separate document to avoid this constraint. Check your statuts: if they name the gerant, provide for the corresponding amendment of the articles.
Must the new gerant be an associe?
No. The gerant of a SARL or EURL may be an associe (partner) or a third party to the company. They must be a natural person of legal age, not subject to a ban on managing, and must expressly accept their duties.
Other templates
See all →Demarches-Simplifiees.co — Demarches-Simplifiees.co is an independent service. This template is provided for information only and does not constitute personalised legal advice. Documents are issued in French.