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Company modification

Documents needed

Designation Qty
Modification to the RCS  
Change of manager (Manager, PCA, CEO, COO, DGA, Director, Permanent Representative / non-permanent)  
PV of the change (duplicate) recorded 2
Journal (Notification of modification) 1
Extract of the RCS <3 months 1
Certificate of non-conviction 1
For foreigners, certificate of parentage 1
Photocopy of long-stay visa (OR commitment letter to produce a long stay visa) + Passport (IF Foreign Manager) OR National Identity Card (NIC) of the Manager 1
Proxy (procuration) and photocopy of identity card of the representative 1
Interleave Corporation (B1 Bis) (*) 3
Legal Persons - Modification (B2) (*) 2
Transfer of the registered office:  
PV of change (duplicate) recorded 2
Journal (Notification of modification) 1
Extract of RCS<3 months 1
Up-to-date Status 2
Enjoyment of local: Lease Agreement OR Domiciliation contract with KBIS <3 months 2
Legal Persons - Modification (B2) (*) < 3 months 3
Legal Persons – Declaration of modification of the establishment (B2 Bis) (*) 3
Legal Name:  
PV of change (duplicate) recorded 2
Journal (Notification of modification) 1
Extract of RCS <3 months 1
Up-to-date Status registered 2
Enjoyment of local: Lease with KBIS <3 months 2
Legal Persons - Modification (B2) (*) < 3 months 3
Legal Persons – Declaration of modification of the establishment (B2 Bis) (*) 3
Extension, addition, deletion of activity:  
PV of change (duplicate) recorded 2
Journal (Notification of modification) 2
Extract of RCS <3 months 1
Up-to-date Status registered 2
Legal Persons - Modification (B2) (*) < 3 months 3
Legal Persons – Declaration of modification of the establishment (B2 Bis) (*) 3
Capital increase, addition of associate(s), transfer of shares:  
PV of change (duplicate) recorded 2
Deed of transfer of shares registered 2
Journal (Notification of modification) 1
Extract of RCS <3 months 1
Up-to-date Status registered 2
Legal Persons - Modification (B2) (*) < 3 months 3
Approval of the accounts:  
PV Annual General Meeting or AGM (duplicate) recorded 2
Extract of RCS <3 months 1
Copy declaration receipt Income Tax (IR) 2
Copy of balance exercises 2
Submission of summary financial statements (*) 3
Rental of management:  
Lease registered 2
Extract of RCS <3 months 1
Journal (Notification of modification) 1
Legal Persons - Modification (B2) (*) < 3 months 3
Dissolution SARL: A (01) month after termination, filing radiation if no opposition  
PV of dissolution registered at the Tax Centre on the appointment of the liquidator and the place of settlement recorded (duplicate) 2
Journal (Notice of dissolution with the appointment of a liquidator and place of settlement) 1
Extract of RCS <3 months 1
Legal Persons - Modification (B2) (*) < 3 months 3
Radiation SARL :  
PV AGO (approval of the liquidation report, power given to the liquidator for the radiation) recorded in fiscal Centre (duplicate) 2
Journal (Notice of radiation) 1
Closing balance sheet for liquidation 2
Delisting request signed by the liquidator (addressed to the President of the Commercial Court) 2
Liquidation report (closing balance) 2
Extract of RCS <3 months 1
Legal persons - Declaration of total termination of activity / Closing of liquidation (B3)  (*) 3
Dissolution SARLU: A (01) months after termination, filing radiation if no opposition  
PV of dissolution registered at Tax Centre 2
Journal (Notice of dissolution) 1
Extract of RCS <3 months 1
Legal Persons - Modification (B2) (*) < 3 months 3
Radiation SARLU :  
Delisting request signed by the sole shareholder (addressed to the President of the Tribunal) 2
Extract of RCS <3 months 1
Legal persons - Declaration of total termination of activity / Closing of liquidation (B3)  (*) 3
Journal (Notice of radiation) 1
Close liaison office, branch or agency:  
PV on closing (the parent company OR the resident representative) 2
Delisting request signed by the representative or manager (addressed to the President of the Tribunal) 2
Extract of RCS <3 months 1
Legal persons - Declaration of total termination of activity / Closing of liquidation (B3)  (*) 3
Journal 1
Opening a liaison office, branch or agency (see Creating a company):  
Putting activities on hold:  
PV of change recorded at Tax Centre (duplicate) 2
Journal (Notice of modification) 1
Legal Persons – Modification (B2) (*) 3
Extract of RCS <3 months 1
Legal form SARL> SARLU:  
PV Registered at Tax Centre (duplicate) 2
Deed of transfer of shares registered in the Tax Centre 2
Legal persons – Modification (B2) (*) 3
Journal (Notice of modification) 1
Extract of RCS <3 months 1
Up-to-date Articles of Incorporation (statuts) registered 2
Legal form SARL>SA :  
PV Registered at Tax Centre (duplicate) 2
Up-to-date Status registered (duplicate) 2
Application Form 2
Journal (Notice of modification) 1
Extract of RCS <3 months 1
Declaration of Non conviction (following number of Directors) -
Copy CIN OR passport copy + visa administrators, PCA and DG 1
Legal persons – Modification (B2) (*) 3
Interleave legal person (B1 Bis) (*) 3
Transfer out spring:  
Up-to-date Status registered (duplicate) 2
PV Registered at Tax Centre (duplicate) 2
Extract of RCS <3 months 1
Copy Tax Identification Card(CIF) 1
Journal (Transfer Notice) 1
Enjoyment of local: Lease recorded 1
Statement of formation of a corporation (B1) (*) AND If Co-management, Interleave Corporation (B1 Bis) (*) 3
Merger and acquisition project (for the acquired company and the acquiring company):  
Projet of merger registered (duplicata) 4
Extract the RCS (1) One (01) + One (01)for acquired company  for absorbing company 2(1)
Journal 2
Legal Persons – Modification (B2) (*) 6
Merger (for the acquired company and the acquiring company) :One (01) month after submission of draft merger filing of the merger agreement if no opposition  
Merger contract recorded in the Tax Centre (duplicate) 4
PV Registered at Tax Centre (duplicate) 4
Extract of the RCS (1) One (01) + One (01)for acquired company  for absorbing company 2(1)
Journal 2
Legal persons – Modification (B2) (*) 6
Filing financial statements preterm 2
Amendment concerning the statistical card  
Activity (change, addition, deletion):  
PV Registered at Tax Centre (duplicate) 1
Copy Fiscal Card 1
Formerly used Statistical Card OR Declaration of loss of the original <1 month 1
Headquarters: 1
PV of modification Registered 1
Copy of Fiscal Card modified 1
Formerly used Statistical Card OR Declaration of loss of the original <1 month 1
Certificate of existence issued by the Fokontany OR Lease Agreement recorded OR domiciliation contract 1
Legal Name:  
PV Registered at Tax Centre  1
Copy of Fiscal Card modified at Tax Centre 1
Investment of capital 1
Formerly used Statistical Card OR Declaration of loss of the original <1 month 1
Opening a store, annex (branch, ...):  
Articles of Incorporation (statuts) registered 1
PV of opening registered 1
Copy of National ID Card of the manager 1
Certificate of residence Manager <3 months 1
Investment of capital (*) 1
Copy Tax Card of the branch and the parent company 1
Lease registered 1
RCS number, Statistical card and copy of the statistical card of the parent company 1
Transfer out spring:  
Status registered 1
PV registered 1
Copy of National ID Card of the manager 1
Certificate of residence Manager <3 months 1
Investment of capital (*) 1
Copy Tax Card of the new headquarters 1
Lease registered 1
Extract of RCS <3 months (Tanà) 1
Certificate of cancellation of the former statistical card (original) 1
Increase / Decrease in share capital:  
PV of change recorded Tax Centre 1
Investment of capital (*) 1
Management, Leadership, Renewal mandate for SA:  
PV of change recorded Tax Centre 1
Copy of National ID Card of the manager 1
Certificate of residence Manager <3 months 1
Documents in addition for Re-registration:  
Copy Status registered 1
Copy of National ID Card of the manager registered 1
Certificate of residence Manager <3 months 1
Formerly used Statistical Card OR Declaration of loss of the original <1 month 1
Copie Fiscal Card 1
Certificate of existence issued by the Fokontany OR Lease recorded 1
Recorded PV IF modification 1
Duplicata :  
Attestation of Declaration of loss of the original <1 month 1
Copy fiscal card 1
Cancellation (Dissolution, Radiation, Activities on hold):  
Application on plain paper 1
PV registered (duplicata) 1
Statistical card 1

(*): Model or form to retrieve at the EDBM or downloaded from the website: www.edbm.gov.mg

Fees

Designation Amount
Fees to be paid at the EDBM-RCS  
Dissolution 9.500 Ar
Radiation 13.900 Ar
Activities on hold 9.500 Ar
Deposit of an instrument of transfer of shares 5.400 Ar
Filing of financial statements 6.400 Ar
Filing status 5.400 Ar
Off spring transfer 15.500 Ar
Merger project 7.400 Ar
Merger 14.900 Ar
Fees to be paid at EDBM-INSTAT  
Modification of the statistical map for: Increase / reduction of capital, Management / Executive / Renewal mandate SA Cancellation Free of charge
Duplicata of the statistical card (without modification) 10.000 Ar
Any other modification of the statistical card 40.000 Ar

Document delivered (after 7 days for RCS and 2 days for INSTAT)

 

  • RCS:
    • Receipt
    •  Certificate of deposit acts
    • Extract from the Register of Commerce and Companies (KBIS)
    • Certificate of cancellation 
  •  INSTAT :
    • Receipt
    • Statistical card

Notes and references

  • Complete cessation of activity = dissolution followed by the removal of the company
  • Cessation of some of the activities = simple modification (suppression of activity)
  • Proxy (procuration) and a copy of the the proxy National ID Card

Version: April 2013