What is a head office?
Visit company's head office is essential to a company's administrative operations. In practice, it serves to officially characterize the company's geographical location. This is a legal and operational necessity.
The term " registered office " defines a company's legal domicile. It informs customers, suppliers and government authorities of the company's nationality and the law governing it in the event of a dispute. It must appear on contracts. The registered office is mentioned on official correspondence, the Kbis form and invoices. By-laws must also be updated.
The head office is the privileged place where associates gather for meetings. The Registre du Commerce et des Sociétés (RCS) lists all head offices in France. The registered office is also linked to the SIREN number. In official communications, legal notices specify the address of the company's registered office and its share capital.
When does a company need to change its registered office address?
There are several reasons for transferring a company's registered office from an old to a new location. If the company's address is the director's home, the old premises cannot be used as the company's head office if the director moves. Transfer formalities must be undertaken.
A company may need to move its head office when its commercial lease expires. Moving the registered office to a new location involves completing the necessary formalities.
A company may decide to change the address of its head office in order to benefit from financial aid from a département, region or even the French government. Domiciliation in urban tax-free zones represents significant financial benefits for a company. To benefit from these advantages, it may be necessary to relocate its head office.
Registering a change of registered office
The address of a company's registered office is specified at the very first stages of its creation and registration. During its corporate life, a company may request the transfer of its registered office to a new address. The change of address of a company's registered office is recorded in writing by the decision-making body. In practice, this involves amending the company's articles of association and Kbis register. The steps involved in changing the registered office address vary according to the legal form of the company.
Change of registered office for a SARL
In a SARL (Société à responsabilité limitée), a change of registered office address is decided at a shareholders' meeting. This is the decision-making body. This procedure can be simplified by a provision in the articles of association empowering the managing partners to change the company's address themselves. This statutory prerogative is debated at the Annual General Meeting and recorded in the minutes.
Changing the registered office of a SAS or SASU
In the case of an SAS (Société par actions simplifiée) or SASU (Société par actions simplifiée unipersonnelle), the procedure for changing the address of the company's registered office is specified in the articles of association. It is decided either by the General Meeting of Shareholders, or by the Management Board, or by the Chairman of the company.
Changing the registered office of an EURL
An EURL (Entreprise unipersonnelle à responsabilité limitée) can change the address of its registered office by simple decision of its sole shareholder. The company's articles of association may leave this decision-making power to the manager of the business, provided that they are signed by the sole shareholder and recorded in the form of minutes.
Changing the registered office of an SCI
If an SCI (non-trading property company) wishes to change its registered office, it must refer to the provisions specified in its articles of association. Failing this, the partners must vote unanimously to transfer the registered office to a new location.
Change of registered office for a public limited company
When a public limited company (société anonyme) transfers its registered office, it may call an Extraordinary General Meeting to notify the transfer of the registered office abroad. The decision to transfer the registered office may be taken by the company's Supervisory Board or Board of Directors in a reduced committee.
Documents required for a change of registered office
For a company, changing the address of its registered office involves filling in a file and sending it to the Registre du Commerce et des Sociétés (RCS). The administrative formalities take the form of a declaration to the clerk's office of the commercial court on which the new address depends. Alternatively, the legal representative can go through the CFE (Centre de Formalités des Entreprises).
As part of the formalities for changing the registered office address, the company's legal representative must provide a list of several documents:
- a copy of the company's up-to-date articles of association, dated and certified as true copies by the company's legal representative;
- a copy of the deed specifying the decision to change the address of the company's registered office, certified as a true copy by the legal representative;
- proof of occupancy of the premises used for the company's head office (energy bill, water bill, commercial lease, etc.);
- a copy of the M2 amendment form signed by the company's legal representative;
- the notice of change of registered office published in the Journal d'Annonces Légales (JAL).
If the company's legal representative is unable to sign these documents, he or she must produce a document attesting to the transfer of power to a third-party company member. Once these formalities have been completed, the company receives a new KBIS extract, which it needs for its day-to-day administrative operations.
Publishing the change of address of your registered office
Once the decision to change the address of the registered office has been taken, the company has one month in which to publish a notice of the transfer of the registered office in a legal gazette (JAL). In this way, the public is officially informed of the head office transfer.
The published notice gives the company's old address and its new address. Geographical location plays a decisive role in the procedure:
- If the company moves its registered office within the same département, publication is made in the JAL of the competent département court.
- If the company transfers its registered office to another département, it must complete the publication formality in the JAL of the court in the département of origin and in the court of destination.
When changing a company's registered address, the managing director(s) must communicate the new address to account customers and suppliers. This can be done electronically or by post. The formalities involved in transferring a company's registered office can be carried out and monitored over the Internet.
Costs involved in changing a company's registered office
When a manager or partners decide to change the address of a company's registered office, a number of costs are involved, depending on the geographical location and legal form of the company.
Costs related to legal announcements when transferring a registered office
Publication of a legal notice is mandatory when transferring a registered office. If the change of address remains within the same département, a single notice must be published in an authorized newspaper. On the other hand, if the company moves to another département, two publications are required: one in the département of origin and another in the département of the new address. This entails additional costs. However, these costs are generally affordable, and are an essential administrative formality to make the change official.
Written by our editorial expert
May 2, 2024
