Statuts

Statuts is the plural form of statut in French and is widely used in civil-law jurisdictions to refer to the charter, constitution, or set of by-laws that govern a legal entity or organization. They function as the internal constitutional framework of the entity and, in many contexts, also as the instrument by which it acquires legal personality. Statuts typically define the entity’s name, purpose, registered office, duration, membership or shareholding, capital (if applicable), governance structure, and the rules for decision-making, amendment, dissolution, and distribution of assets.

In practice, statuts may be called by different terms depending on the jurisdiction, such as articles of association, articles of incorporation, bylaws, charter, or constitution. They usually specify the object of the entity, the powers and duties of its governing bodies (for example, general meeting and board of directors), and the rules governing admission of members, transfer of shares, and financial provisions.

Creation and amendment: Statuts are usually prepared at formation and often require formal steps such as notarization, registration with a government or commercial registry, and sometimes ministerial approval. Amending statuts generally requires a specified majority of the voting power within the entity and must be formally registered or published as required by law.

Relation to law: Statuts must comply with applicable national or regional mandatory law. They cannot contravene higher legal norms and, in some systems, may be limited by compulsory statutes or public policy rules. They define the entity’s legal personality and external powers, binding members and officers in their conduct and duties.