What is an SCI?
An SCI is a non-trading property company. It is a legal structure with a minimum of two partners. It is used to manage one or more properties. If the property is held by the SCI, each partner receives a number of shares proportional to their contribution.
The SCI has bylaws governing its operation, in particular with regard to voting procedures: unanimous or majority. The General Meeting of the SCI appoints a manager to oversee the day-to-day management of the structure and its real estate assets. The SCI offers a number of advantages in terms of asset management and transfer between relatives of the same family.
When changing the address of an SCI, it is important to transfer the registered office. Updating this information is of the utmost importance. The SCI's articles of association specify how the decision to change the company's address is to be made. An Extraordinary General Meeting (EGM) must be convened to adopt the decision by majority or unanimous vote.
A report is drawn up by the General Meeting. This document is attached to the change of address declaration filed with the administrative authorities. The SCI's articles of association contain the address of the registered office. It is therefore essential to update the articles of association when the address changes. A copy of the amended articles of association should be sent to the Centre des formalités des entreprises (CFE).
Official publication to notify the update of an SCI's registered office
Once its articles of association have been updated, an SCI must notify its new registered office by publication in a legal gazette. If the change of address takes place in the same département, the SCI only needs to publish the information once. However, if the change of registered office takes place in another département, the SCI is obliged to publish twice: once in the original département and once in the new département.
The published notice includes the following information:
- the form of the company, in this case SCI ;
- the amount of share capital ;
- registered office address ;
- the corporate name of the SCI ;
- the transfer of the registered office;
- SCI's unique identification number;
- the word "RCS" followed by the name of the town where the registry is located;
- a reference to the Trade and Companies Register (RCS) where the SCI will be registered following the location of its new head office.
The SCI needs the certificate produced by each legal gazette. This is required to apply to the one-stop-shop to transfer the SCI's registered office.
The procedure for declaring the transfer of an SCI's registered office
To transfer the registered office of a société civile immobilière, you need to file a declaration with the Centre de formalités des entreprises (CFE). The registration file contains the following documents:
- a copy of the SCI's updated articles of association, certified as true to the original by the manager;
- certificate of publication in a legal gazette (two certificates if the change of address is between two departments);
- proof of occupancy of the new head office premises: domiciliation contract, lease, energy bill, etc.
The manager is the legal representative of the SCI. He or she must provide proof of use of the new premises in the form of a supporting document. To report a change of address, please complete form M2 for the clerk's office of the commercial court. The document must be completed and signed in triplicate. Here are the essential steps to follow:
- Box 1: Select "Seat transfer".
- Box 2: Indicate the former address of the SCI's registered office.
- Box 12: Enter the date of head office transfer. Tick the "Former establishment" box, then the "Closed" box to indicate that the former head office is closed.
- Box 13: Indicate the date of head office transfer. On the line entitled "the establishment becomes", tick the "head office - main establishment" box.
- Box 22: To be completed according to the specifics of the request.
- Box 23: To be completed and signed.
- If your application is incomplete or contains inaccurate information, it will be rejected by the administration.
You may wish to enlist the help of a legal professional to complete the M2 amendment form. Alternatively, you can delegate the administrative process of transferring your registered office to an organization such as SeDomicilier.
How much does a change of address cost for an SCI?
There are fees for changing the address of the registered office of a société civile immobilière :
- costs of publication in the legal gazette ;
- commercial court clerk's fees.
Publication costs in the legal gazette
The cost of publication in a legal gazette varies from department to department. On average, this procedure costs around 150 euros, all taxes included. If the SCI moves to another département, the procedure involves publication in two official newspapers. The costs are therefore higher.
Commercial court fees
When changing the address of a non-trading property company, a transfer file must be filed with the commercial court clerk's office. The file contains several documents:
- the notice of transfer of the SCI's registered office published in the official gazette;
- updated SCI minutes;
- the updated articles of association of the SCI ;
- the completed CERFA M2 form.
Grafting fees vary in two ways:
- if the SCI's new registered office is located in the same département, the cost of filing the application with the registry is 242 euros (incl. VAT);
- if the SCI's new registered office is located in another département, the filing fee is 289 euros (incl. VAT).
Court fees include emoluments, VAT, INPI fees and insertion in the BODACC.
It is possible to delegate the process of changing your SCI's address to a legal professional, such as a lawyer or notary, or to a company offering this service, such as SeDomicilier. Additional costs and fees will be charged to the SCI.
Written by our editorial expert
May 22, 2024