Company modification RCS

Required documents

DesignationQty

Modification regarding Trade and Companies Register (RCS)

Change of executives (Manager, Chairman, CEO, Deputy Managing Director, Director, Company administrator, Permanent Representative / non-permanent):
Registered minutes of modification (duplicate) (Original + Copy)2
Journal (Notice of modification)1
Extract from the RCS < 3 months1
Certificate of non-conviction1
For foreigners, Certificate of filiations1
Copy of long-stay visa (OR commitment letter to produce a long stay visa) + Passport (IF foreign Manager) OR ID Card of the Manager1
Power of attorney and copy of the representative’s ID card1
B1 Bis Form for legal person (*)3
Legal Persons – Modification (B2) (*)3
Transfer of Head Office :
Registered minutes of modification (duplicate) (Original + Copy)2
Journal (Notice of modification)1
Extract from the RCS < 3 months1
Registered updated Statutes (Original + Copy) (Optional)2
Use of premises: Lease Contract OR Domiciliation contract with KBis < 3 months2
Legal Persons – Modification (B2) < 3 month (*)3
Legal Persons – Declaration of location change (B2 Bis) (*)3
Company name :
Registered minutes of modification (duplicate) (Original + Copy)2
Journal (Notice of modification)1
Extract from the RCS < 3 months1
Registered updated Statutes2
Use of premises: Lease contract with KBis < 3 months2
Legal Persons – Modification (B2) < 3 month (*)3
Legal Persons – Declaration of location change (B2 Bis) (*)3
Extension, addition, deletion of activity :
Registered minutes of modification (duplicate)2
Journal (Notice of modification)1
Extract from the RCS < 3 months1
Registered updated Statutes (Original + Copy) Optional2
Legal Persons – Modification (B2) (*)3
Legal Persons – Declaration of location change (B2 Bis) (*)3
Capital increase, associated addition, transfer of shares :
Registered minutes of modification (Original + Copy)2
Registered Transfer of shares2
Journal (Notice of modification)1
Extract from the RDC< 3 months1
Registered updated Statutes (Original + Copy)2
Legal Persons – Modification (B2) (*)3
 
Approval of accounts  :
Registered minutes of Ordinary General Meeting (OGM) (duplicate) (Original + Copy)2
Extract from the RCS < 3 months1
Copy of Income Tax (IR) receipt2
Copy of the balance sheet2
Submission of summary financial statements (*)2
Management under lease:
Registered lease contract (Original + Copy)2
Extract of RCS < 3 months (tenant and landlord)1
Journal (Notice of modification)1
Legal Persons – Modification (B2) (*)3
Dissolution of an LLC:
One (01) month after dissolution, submission of request for cancellation if no objection
Minutes of dissolution registered at the Tax Centre with appointment of a liquidator and the registered place of liquidation (duplicate) (Original + Copy)2
Copy of ID card of a person other than the Manager
Certificate of non-conviction (Other person than the Manager)
1
1
Journal (Notice of dissolution appointing the liquidator and the place of liquidation)1
Extract from RCS < 3 months1
Legal Persons – Modification (B2) (*)3
Cancellation of an LLC: 
Minutes of OGM (approval of the liquidation report, power given to the liquidator for the cancellation) registered at the Tax Centre (duplicate) (Original + Copy)2
Journal (Notice of Cancellation)1
Liquidation balance sheet (Original + Copy)2
Request for cancellation signed by the liquidator (addressed to the President of the Commercial Court)2
Liquidation report2
Extract from RCS < 3 months1
Legal persons – Declaration of complete cessation of activities / Closing of the liquidation (B3) (*)3
Dissolution of a Sole LLC :
One (01) month after dissolution, submission of request for cancellation if no objection
Registered minutes of dissolution (Original + Copy)2
Journal (Notice of Dissolution)1
Extract from the RCS < 3 months1
Legal Persons – Modification (B2) (*)3
Cancellation of a Sole LLC :
Request for cancellation signed by the sole shareholder (addressed to the President of the Commercial Court)2
Extract from the RCS < 3 months1
Legal persons – Declaration of complete cessation of activities / Closing of the liquidation (B3)3
Journal (Notice of Cancellation)1
Closing of liaison office, agency or branch : (For companies under foreign law)
Minutes on the closure (by the parent company OR the resident representative) (Original + Copy)2
Request for cancellation signed by the representative or manager (to the President of the Commercial Court)2
Extract from RCS < 3 months1
Legal persons – Declaration of complete cessation of activities / Closing of the liquidation (B3) (*)3
Journal (For publication)1
Opening of a liaison office, agency or branch (see Company creation form)   :
On standby: 
Registered minutes of modification (duplicate) (Original + Copy)2
Journal (Notice of modification)1
Legal Persons – Modification (B2) (*)3
Extract from RCS < 3 months1
Legal form LLC> Wholly-owned LLC :
Minutes registered at the Tax Service (duplicate) (Original + Copy)2
Registered Transfer of shares2
Legal Persons – Modification (B2) (*)3
Journal (Notice of modification)1
Extract from RCS < 3 months1
Registered updated Statutes (Original + Copy)2
Legal form LLC> LC :
Minutes recorded at the Tax Centre (duplicate) (Original + Copy)2
Registered updated Statutes of the LC (duplicate) (Original + Copy) Minutes of the EGA- Transformation of Legal Form
OGM- Auditor Appointment
Board of directors meeting – Appointment of Directors-DG-Chairman…
2
Subscription form2
Journal (Notice of modification)1
Extract from RCS < 3 months1
Declaration of non-conviction (according to number of Directors)1
Copy of ID card OR passport + visa of directors, chairman and DG1
Legal Persons – Modification (B2) (*)3
B1 Bis Form for legal person (*)3
Transfer outside the jurisdiction :
Registered Statutes (duplicate) (Original + Copy) (*) 12
Minutes (duplicate) (Original + Copy)2
Extract from RCS < 3 months1
Copy of the tax identification card – CIF1
Journal (Notice of Transfer)1
Use of premises: Lease Contract1
Declaration of formation of a legal entity (B1) (*) AND if co-management, B1 Bis Form for legal person (*)3
(*) 1 Local RCS must be notified of the minutes of transfer for them to remove the company from the database, after receiving the intergreffe letter between the former and the new jurisdiction. And this to respect the right of third-party effectiveness (apart from the journal)
Draft terms of merger (for the acquired company and the acquiring company) :
Draft terms of merger (duplicate) (Original + Copy)4
Extract from RCS
(1) A (01) for absorbed company + A (01) for acquiring company
2(1)
Journal (For publication)2
Legal Persons – Modification (B2) (*)6
Merging project (for absorbed company and absorbing company)   :
One (01) month after submission of the draft terms of merging project, submission of the Merger Treaty if no objection
Recorded Merger Treaty (duplicate) (Original + Copy)4
Recorded minutes (duplicate)4
Extract from RCS
(1) A (01) for acquired company + A (01) for acquiring company
2(1)
Journal (For publication)2
Legal persons – Declaration of complete cessation of activities / Closing of the liquidation (B3) (*)   / B2 (acquiring company)3
Submission of financial statements before the end2

(*) : Sample or form available at EDBM or downloadable from the website: www.edbm.gov.mg

Fees

DesignationAmount (Ar)
Payable to the EDBM-RCS
FeesDOCUMENT
SUBMISSION
RCS
EXTRACT
(KBIS)
Dissolution9,0002,0002,000
On hold9,0002,0002,000
Transfer out of the jurisdiction (e.g.: region)12,0002,0002,000
Cancellation9,0002,000
Submission of deed of shares transfer9,0002,000
Submission of financial statements9,0002,000
Submission of Statutes9,0002,000
Draft terms of merger9,0002,000
Merger9,0002,000

Documents issued within 3 days

  • RCS :
    • Receipt
    • Certificate of submission
    • Extract from the Trade and Companies Register (KBis)
    • Certificate of Cancellation

References

  • Complete cessation of activities = dissolution followed by cancellation of the company
  • Cessation of some activities = simple modification (suppression of activity)
  • Power of attorney and copy of the representative’s ID card
  • Order No. 15981/2011 of 26 April 2011 on the fees of the Trade and Companies Register

Opening Hours

  • File submission, Monday to Friday: 8:30am to 12:00pm
  • Delivery, Monday to Friday: 01:00pm to 04:00pm