Changing or extending your business purpose: procedure and 2026 impacts
When to amend your business purpose, the procedure (meeting, bylaws, legal notice, single window) and the impacts to anticipate: APE code, professional liability insurance, permits and commercial lease.
This topic is part of our service
Business law support in France | Corporate secretarialExpert note: This article was written by our chartered accountancy firm. Information is current as of 2026. For a personalised review of your situation, contact us.
Quick answer. Amending the business purpose is a bylaws change: it is voted at a meeting under the majorities specific to the legal form (two-thirds of shares in a SARL since 4 August 2005, three-quarters for older SARLs; per the bylaws in a SAS), with an update to the bylaws, a legal notice and a filing with the INPI single window. The impacts to anticipate mainly concern the APE code (statistical, with no legal value), professional liability insurance, permits for regulated activities and the lease's clause of use.
When and why amend the business purpose?#
The business purpose lists the activities the company is authorised to carry out; it is in the bylaws and bounds the directors' powers. Operating durably outside it can engage their liability. Three reasons recur: extension (adding a complementary activity), change (replacing the activity) and clarification (updating the wording). It is often a chance to revisit the overall structuring of the business.
The procedure: a shareholder decision#
Amending the business purpose is a bylaws change: it belongs to the body of shareholders, never the director alone. Majority conditions vary by legal form (SARL or SAS).
- Shareholder decision: notice within the statutory deadlines, agenda mentioning the amendment, vote at the required majority.
- Bylaws update: the purpose clause is rewritten; it is better to detail the precise activities than to use vague wording.
- Legal notice of amendment in an authorised gazette of the registered-office district.
- Filing with the INPI single window (minutes, updated bylaws, proof of publication), which updates the national business register and the commercial registry (RCS). The amendment then becomes enforceable against third parties.
Majorities by legal form#
| Form | Basis | Bylaws-amendment majority |
|---|---|---|
| SARL (since 4 Aug. 2005) | art. L223-30 | Two-thirds of the shares of members present or represented (quorum 1/4 then 1/5) |
| SARL (before 4 Aug. 2005) | art. L223-30 | Three-quarters of the shares (any higher clause is deemed unwritten) |
| SAS / SASU | art. L227-9 | Per the bylaws |
| SA | art. L225-96 | Two-thirds of the votes of shareholders present or represented |
| SCI (civil company) | art. 1836 Civil Code | Unanimity, unless the bylaws provide otherwise |
| Sole proprietorship | — | No bylaws: declaration of added/changed activity at the single window |
The two-thirds rule for SARLs comes from the law of 2 August 2005 (no. 2005-882), applicable to companies created from 4 August 2005. Older SARLs remain at a three-quarters majority, unless they adopt the new rule.
Cost and timing#
The cost of a business-purpose change mainly stems from the legal notice (a regional flat fee of roughly €100 to €200) and the registry fees of the amendment formality at the single window; drafting fees for the minutes and bylaws may be added. In practice, allow two to three weeks between the decision and the Kbis update, provided the file is complete (minutes, updated bylaws, proof of publication and, where relevant, evidence of the permits required for the new activity).
Impacts to anticipate#
| Impact | Description | When |
|---|---|---|
| APE / NAF code | Assigned by INSEE for statistical purposes, with no legal value or effect on rights: an activity stays lawful even if the APE is outdated. Still useful for some grants and statistics. | After filing, or request a revision from INSEE |
| Professional liability insurance | Check that the new activity is covered; some activities are excluded or require an extra premium. | Before the decision |
| Permits / authorisations | A regulated activity (financial, transport, food…) may require prior authorisation. | Before launch |
| Commercial lease | The clause of use may restrict the premises; an amendment may be needed. | Before the decision |
| Tax / VAT | A change of activity may alter the tax regime or the applicable VAT rate. | At the next year-end |
Special cases#
- SARL and EURL. Bylaws amendment at a two-thirds majority (companies since 2005) or three-quarters (earlier). In an EURL, the sole member decides alone.
- SAS and SASU. The bylaws set the procedure: check the clause first, otherwise an irregular decision will have to be redone.
- SCI. Unanimity applies by default (article 1836 of the Civil Code), unless the bylaws provide for a majority. An SCI moving from unfurnished to furnished letting often has to amend its purpose — and check the lease and taxation first.
- Sole proprietorship. No bylaws or business purpose in the corporate sense: an added or changed activity is declared at the single window, with no meeting.
Key alerts in 2026#
- Check insurance before deciding. Launching an uncovered activity exposes you to an uninsured claim. Consult the insurer upfront.
- Distinguish extension from deep change. Adding a related service does not have the same consequences as a complete change of activity, which can call financing and contracts into question.
- Do not overrate the APE code. Statistical and non-binding, it does not make an activity illegal if outdated; still, request a revision from INSEE to access certain grants.
- Check permits. A regulated activity (for example a financial adviser, a driving school, a gaming operator) requires prior authorisation.
- Re-read the lease. The clause of use may forbid the new activity; negotiate an amendment. Some bylaws amendments also require a reinforced majority.
Our expert-accountant analysis#
Recently, we supported the owner of a small HR-consulting firm extending into recruitment. The meeting was held without difficulty (majority reached in a SARL), but the insurer flagged an exclusion: the professional liability policy did not cover staffing. The result: three weeks to find a specialist insurer and a higher premium, before securing the first assignments. The logical order is therefore: consult the insurer and check permits and the lease before the meeting, then estimate the tax impact — and only then vote.
Hayot Expertise tip. Do not treat amending the business purpose as a mere formality. Prepare it like a launch: insurer, landlord, permits, tax impact, then the meeting. We frame this approach upstream and downstream, alongside our legal advisory and our support for incorporation and structuring, to secure the transition and avoid surprises.
Frequently asked questions
Does amending the business purpose change my SIREN?+
No. The SIREN, the entity's identifier, stays the same. Only the APE code may be changed by INSEE, for statistical purposes. The SIRET changes only for a transferred or newly created establishment.
Is unanimity required to change the business purpose?+
It depends on the form. In a SARL, two-thirds of the shares suffice (companies since 2005) or three-quarters (earlier). In a SAS, it is per the bylaws. In a SCI, unanimity applies by default, unless stated otherwise.
Can I amend the business purpose if the company is in difficulty?+
Yes, outside insolvency or collective proceedings. A statutory auditor, if any, will assess the new activity's viability, and the bank may review its facilities.
How long does the legal notice take to publish?+
A few days depending on the gazette. The proof of publication is then attached to the INPI filing; without it, the file is rejected.
Must I justify the new activity to social security?+
Not directly. But if the new activity changes your tax or social regime, or if you hire, URSSAF will assess your situation (for example the occupational-injury rate based on the activity's risk).
Can I carry out the new activity before the business purpose is amended?+
It is better to wait for the amendment to be enforceable: acting outside the purpose exposes the director to a liability risk.
Key takeaways#
- Amending the business purpose is a bylaws change: shareholder decision, bylaws, legal notice, INPI single-window filing.
- Majorities: two-thirds of shares in a SARL (since 2005) or three-quarters (before); per the bylaws in a SAS; two-thirds of votes in a SA; unanimity in a SCI unless stated.
- The APE code is statistical and non-binding: an activity stays lawful even if the code is outdated.
- Check insurance, permits and the lease before the meeting, not after.
- In a sole proprietorship, it is an activity declaration, with no bylaws or meeting.
Official sources#
Article written by Samuel HAYOT
Chartered Accountant, registered with the Institute of Chartered Accountants.
Regulated French accounting and audit firm based in Paris 8, built to support companies across France with a digital and decision-oriented approach.
Sources
Official and operational sources cited for this page.
- Entreprendre.Service-Public — Modifier les statuts d’une société
- Légifrance — Code de commerce art. L223-30 (modification des statuts SARL)
- Légifrance — Code de commerce art. L227-9 (décisions collectives SAS)
- Légifrance — Code civil art. 1836 (modification des statuts, société civile)
- INSEE — Demander la révision du code APE d’une entreprise
- INPI — Modifier une entreprise (guichet unique)
This topic is part of our service Business law support in France | Corporate secretarial
Need a quote or personalised advice?
Our accountancy firm supports you through all your steps. Get a free quote to review your situation and receive a bespoke fee proposal, or contact us directly.