Annexes I

Articles in this section · 7

Article Annexe I-2 (art. R122-4)

French Sports CodeIn force

Updated 7 Nov 2023

STATUTES TYPES OF LIMITED LIABILITY SPORTS UNIPERSONAL COMPANIES

TREATTE I: FORM, NAME, OBJECT, REGISTERED OFFICE, DURATION

Article 1

A limited liability company governed by these Articles of Association and by the laws and regulations relating to limited liability companies (SARLs) and the organisation and promotion of physical and sporting activities is formed by the association.

Article 2

The purpose of the company is (1).

Article 3

The company's name is (2).

In all deeds and documents issued by the company and intended for third parties, this name shall be preceded or followed by the words:

"société à responsabilité limitée" or "entreprise unipersonnelle sportive à responsabilité limitée" or the initials "SARL" or "EUSRL" and a statement of the amount of the share capital.

The company must indicate at the top of its invoices, order notes, price lists and advertising documents, as well as on all correspondence and receipts concerning its business and signed by it or on its behalf, the words: "RCS" followed by the name of the town in which the registry where it is registered is located and its identification number.

Article 4

The company's registered office is at (3).

It may be transferred to any other location in France by decision of the sole shareholder.

Article 5

The term of the company is (4) years,

from the date of its registration in the Trade and Companies Register, unless extended or dissolved early under the conditions set out in these Articles of Association.

Article 6

In accordance with the provisions of Article 1844-5 of the Civil Code, the expiry of the company's term or its early dissolution for any reason whatsoever results in the universal transfer of the company's assets to the sole shareholder without the need for liquidation.

TRETREAT II: CONTRIBUTIONS, SHARE CAPITAL, COMPANY SHARES.

Article 7

The association, sole member, contributes to the company a cash sum of.

This sum has been deposited since before this day in an account opened in the name of the company in formation at the bank as appears from a certificate drawn up by the said bank dated.......The association, sole member, contributes to the company, under the following clauses and conditions, under the ordinary and legal guarantees the asset(s) hereinafter designated and valued (5).

This contribution has been valued at (6),

in the light of the report drawn up under his responsibility on,

by M, commissaire aux apports

designated by the sole shareholder, this report being appended to these Articles of Association :

Cash contribution euros

Contribution(s) in kind euros

Total amount of contributions euros

Article 8

The capital is set at and

divided into shares of (7)

each numbered from 1 to...... fully subscribed and allocated in full to the association, the sole member, in remuneration of its contributions, i.e.:

- in the amount of shares bearing numbers... to.... in remuneration of its contribution in cash shares;

- in the amount of shares bearing numbers.... to.... in remuneration of its contribution in kind shares.

Total equal to the number of shares making up the share capital shares.

The association, sole partner, has declared that these shares have been fully subscribed by it, that they have been allocated to it in full and that they are all paid up in full.

The share capital may be increased or reduced under the conditions provided by law.

If shareholders' equity falls below half the share capital, the provisions of Article L. 223-42 of the French Commercial Code.

Article 9

Company shares may not be represented by negotiable securities.

Article 10

The transfer of all the members' shares shall be recorded by notarial deed or by private agreement.

Any transfer of all the members' shares that is likely to give the company a form other than those provided for in Article L. 122-2 du code du sport is prohibited.

The assignment is only enforceable against third parties after publication in the Trade and Companies Register.

TITRE III: ADMINISTRATION AND CONTROL

Article 11

The company is managed by a natural person, appointed for a renewable term of....... The manager is appointed by the sole member and may not combine his duties with those of manager of another sports company in the same discipline.

The managing partner has the broadest powers to act in all circumstances on behalf of the company, subject to the powers that the law expressly assigns to the partner. The company is bound even by acts that do not fall within the corporate purpose, unless it proves that the third party knew that the act exceeded that purpose, or that he could not have been unaware of it in view of the circumstances, it being excluded that the mere publication of the Articles of Association is sufficient to constitute such proof.

However, the performance of the acts listed below restrictively requires the authorisation of the partner: (8).

The manager's liability is incurred within the framework of the laws and regulations. The manager owes the company the time and care necessary for the company's affairs; he must also fulfil the duties and obligations of his office as laid down by the texts.

The remuneration of the managing partner is set by decision of the sole shareholder.

The Executive Chairman is entitled to the reimbursement of his representation, travel and travel expenses upon justification.

He may resign from office by giving notice to the partner...... at least one month in advance, by registered letter with acknowledgement of receipt.

The managing partner may be dismissed by decision of the sole shareholder. Decided without just cause, dismissal may give rise to damages.

Article 12

Two statutory auditors, one of whom shall be the sole auditor and one the alternate auditor, shall be appointed by the sole shareholder.

The statutory auditors are appointed for six financial years and perform their duties in accordance with the law.

TRETREAT IV: SHAREHOLDERS' DECISIONS REGULATED AGREEMENTS

Article 13

The sole shareholder shall exercise the powers devolved by law and the Articles of Association to the general body of shareholders in limited liability companies. He may not delegate his powers.

His decisions, on pain of nullity, are recorded in minutes signed by him and drawn up in a listed and initialled register or on loose-leaf.

The representative of the sole shareholder may at any time inspect the documents provided for by law at the registered office.The shareholder has the right to information and communication prior to the annual approval of the accounts.

Article 14

On pain of nullity of the contract, the managing partner is prohibited from contracting loans from the company in any form whatsoever, from being granted an overdraft by the company on a current account or otherwise, and from having his commitments guaranteed or endorsed by the company.

Article 15

Agreements entered into with the sole shareholder are recorded in the register of deliberations.

Agreements entered into between the company and its manager are subject to the prior approval of the member.

The provisions of the preceding paragraphs do not apply to agreements relating to current transactions and entered into under normal conditions.

TRETREAT V: FINANCIAL PROVISIONS

Article 16

The financial year shall last for twelve months and shall run from.... to

By way of exception, the first financial year shall include the time elapsed from the company's registration in the Trade and Companies Register until

The annual accounts, the inventory and the management report for the past financial year shall be drawn up by the manager.

The partners shall approve the accounts after the auditor's report.

The annual accounts and documents relating to the approval of the annual accounts are filed with the registry under the conditions provided for by the laws and regulations.

Article 17

The company's profits may not give rise to any distribution and are allocated in full to the constitution of reserves.

TRETREAT VI: ESTABLISHMENT OF THE COMPANY

Article 18

A statement of the acts performed on behalf of the company in formation with, for each of them, an indication of the resulting commitment for the company is appended to these Articles of Association. This statement is signed by the representative of the sole shareholder.

Registration of the company in the Trade and Companies Register automatically entails the company taking over the said commitments.

In addition, the sole shareholder gives a mandate to Mr,

the undersigned, who agrees to undertake the following commitments on behalf of the company:

Article 19

The management of the company is assured by Mr (9)

for a term of

M........... has declared that he accepts the duties of manager that have just been conferred on him, assuring that he is not subject to any prohibition or incompatibility preventing him from exercising them.

Article 20

All powers are conferred on the bearer of an original, copy or extract of these presents to carry out the formalities provided for by the law and regulations and to Mr,

representing the association, sole partner, for the purpose of signing the notice to be published in a legal gazette.

(1) Specify the company's purpose: management and running of activities giving rise to the organisation of paying events and payment of remuneration, the sport practised, the company's territorial scope. State that the company may carry out any actions in relation to its purpose and generally any business operations directly related to the corporate purpose (such as participation in any companies or groupings created or to be created, whose purpose relates to the corporate purpose, by way of contributions or otherwise, in compliance with the laws and regulations).

(2) The corporate name may not be different from that of the association.

(3) Full address, department.

(4) Ninety-nine years of age maximum.

(5) Describe the assets contributed, taking care to indicate all the particulars specific to each type of contribution.

(6) Sum in figures and words.

(7) The nominal amount of the share must be between 15 euros and 76 euros.

(8) List these acts. For example: buying, selling all buildings and businesses, granting mortgages.

(9) Indicate surname, first name, domicile.

Mariela Petrova

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Common Questions

Working with a corporate lawyer in France — Q&A

Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.

The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.

We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.

Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.

Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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