A company's registered office is an essential reference point, constituting its legal headquarters and hence its nationality.
This is also how the company knows which territorial court it belongs to. Set out in the articles of association when the company is created, its address must be chosen strategically.
The registered office may be located at the home of the legal representative, in a business premises or through a commercial domiciliation company. Any company may request a change of registered office during the course of its business.
There are a number of steps to be taken at the Registrar's Office of the Commercial Court.
The first step is to reach agreement on changing the registered office.
The decision-making body within the company that has the power to do so must issue a prior transfer decision and a decision to amend the articles of association accordingly , before submitting the request to the Registrar.
However, the conditions for validating these decisions differ according to the legal form of the company. In the case of a SARL, an Extraordinary General Meeting of shareholders must be convened.
If the transfer takes place within the same département or in an adjacent département, the managing director may take the decision alone, subject to ratification by the same body.
The Board of Directors or Supervisory Board may decide to validate the transfer of the registered office, subject to ratification by the Annual General Meeting.
The transfer of the registered office to an area other than the current département or a neighbouring département requires the approval of the Extraordinary General Meeting. No collective decision is required for a SAS.
Once the amending deed has been issued, the company must publish it in a legal gazette, indicating the addresses of the old and new registered offices.
If the competent commercial court remains unchanged, it is sufficient to publish a notice of change in the local legal gazette.
If the change of registered office entails a change in the competent commercial court, a notice in the newspaper of the place of departure and a second in that of the place of arrival are required.
There are different procedures to follow at the Centre des Formalités des Entreprises du Greffe depending on where you are going and where you are going.
Formalities can be completed online for merchants, trading companies, self-employed professionals, micro-entrepreneurs, craftsmen and non-trading companies.
Change of registered office within the geographical perimeter of the same commercial court
The request can be made by the company's legal representative, or by a third party if he or she is empowered to do so (a power of attorney is required).
The deed amending the articles of association must be filed together with the following documents:
- a copy of the updated articles of association, dated and certified as true by the legal representative
- the completed " Declaration of modification - Legal entity " form
- proof of occupancy of the new premises (e.g. lease contract, electricity bill)
- certificate of publication or notice in the legal gazette(s)
Once the file is complete, the clerk's office confirms the change of registered office.
Change of registered office to another area, resulting in a change of competent commercial court
The change must be made at the Registry of your destination.
The documents to be supplied are the same as those required above, plus the two amendment notices published in the legal gazettes.
A list of all previous registered offices, certified as true copies by the legal representative, must be provided.
Once the file is complete, the clerk of the court at the destination notifies the clerk of the court at the former location of the transfer of the registered office.
The latter then removes your company from its former registered office. You will be given a new SIRET number , but the SIREN number remains unchanged.
For a trip abroad
Moving your registered office abroad means dissolving and liquidating your company in France.
The decision to go abroad must be taken unanimously by the shareholders. The company's legal personality may be maintained under agreements signed between France and certain countries.
The draft amendment must then be submitted, together with a request, to the judge responsible for overseeing the Trade and Companies Register. The company must then be set up in the country of destination. If the transfer takes place in another EU country, it is not necessary to dissolve the old company in order to create a new one.
Changing your company's registered office can be a tedious process, but it's an important one for the life of your business. Choosing the right address will enable you, for example, to benefit from special schemes to help your business grow, as well as other advantages that may be conferred by public authorities or local players.
Written by our expert Paul LASBARRERES-CANDAU
December 7, 2017
