An association's articles of association: the cornerstone of its legal existence

Drafting an association's articles of association

There are no particular formalities involved in drawing up an association's articles of association, except that they must be drafted in the French language. This document must be drafted with great care, as it will contain important elements for the life of the association. Its content may differ if the association is located in Alsace-Moselle.

General procedures for drafting bylaws

To formalize the existence of an association, the articles of association must be signed by at least 2 people, then filed with the prefecture. Certain details are mandatory, failing which the prefecture may refuse the association's application for registration.

These are :

• the name of the association ;
• its corporate purpose, which corresponds to the mission it wishes to fulfill;
• the address of its head office, which may be located at a member's home, in an independent premises, in an association centre or in a domiciliation company;
• the duration of its existence (it may be unlimited or fixed at a specific date or in reference to the achievement of its corporate purpose);
• membership and cancellation conditions;
• modification conditions ;
• the conditions of its dissolution and the rules for the distribution of its assets.

It is also possible to add non-mandatory information, such as the amount of the membership fee. It is also possible to add internal regulations to the articles of association, if the association plans to bring together a large number of members, or if its operation is complex. These bylaws must not contain any rules that conflict with the articles of association.

Good to know: certain associations are required to draw up internal regulations. This is the case, for example, for sports federations with "youth and sport" accreditation, or those with hunting or fishing accreditation...

Rules for drafting articles of association for associations located in Alsace-Moselle

For associations based in the Haut-Rhin, Bas-Rhin and Moselle départements, certain provisions differ from those in the July 1, 1901 law, and the framework is more rigid.

Thus :

• The articles of association must be signed by at least 7 people and must be filed with the clerk of the court, who will rule on the legality of the corporate purpose;
• the rules governing its constitution and operation are set out in the local Civil Code (articles 21 to 79).

In addition, the articles of association must include certain additional information, such as :

• the association's management bodies ;
• procedures for convening the Annual General Meeting;
• or the obligations of members towards the association.

How to modify an association's articles of association?

During anassociation's lifetime, it is always possible tomake changes to its articles of association. These changes must be made in two stages.

Step 1: Decision to modify

The procedure for deciding on a modification is specified in the association's articles of association. It is generally submitted to an Extraordinary General Meeting for approval, and then recorded in the minutes of the EGM.

Stage 2: declaration to the prefecture

Any change to an association's articles of association must be declared within 3 months to the Registrar of Associations in the department where the association's head office is located. This formality can be carried out on site, by post or online. It will then be enforceable against third parties.

In Alsace-Moselle, this formality is carried out at the court for registration in the register of associations.

How do you dissolve an association?

The dissolution of an association may be voluntary, statutory, judicial or administrative.

Voluntary dissolution

It may be voted on at a General Meeting under the conditions laid down in the Articles of Association.

Statutory dissolution

An association is automatically dissolved when it has been created for a limited period or for a specific purpose.

Good to know: if the association continues its activity beyond the term set out in its articles of association (i.e., if it has exceeded its duration or fulfilled its corporate purpose), it becomes a de facto association with no legal personality.

Legal dissolution

An association can be dissolved by the court at the request of the public prosecutor if its corporate purpose is unlawful. Dissolution may also be requested by a third party in the event of a direct personal interest.

Administrative dissolution

Dissolution may be decided by decree in the Council of Ministers, if the association presents a danger to public order (incitement to discrimination, hatred, violence, armed street demonstrations, etc.).