Changing the registered office of an SCI: the essential steps

To qualify as an SCI, the company must not engage in any commercial activity, such as the purchase of real estate for resale. Only the possession and disposal of real estate is permitted.

This type of structure is managed by at least two individuals or legal entities, and requires the drafting of articles of association like other current legal forms.

But when it comes to changing the registered office, the SCI has specific procedures, which we will deal with in this article.

Transfer decision

Whatever the reason, SCI managers have every right to change the address of their registered office.

But changing your registered address involves a number of formalities, starting of course with the decision to transfer. This decision cannot be taken alone.

The managers must organize an Extraordinary General Meeting, at which the deed must be passed by a majority of all SCI partners, as specified in the articles of association.

However, it is possible that the bylaws do not mention this, in which case the decision will have to be taken unanimously.

It should also be noted that at the end of this general meeting, minutes must be drawn up in writing and signed by the SCI's legal representative, usually one of the managing partners.

Publication of transfer 

Another essential step is publication of the transfer in a legal gazette. Once the decision to change the company's address has been taken, it must be made official by publishing the transfer notice.

Depending on the SCI's new geographical area, there are two possible scenarios: the transfer takes place in the same département, or in a different one.

In the case of a change of registered office in the same département, only one notice needs to be issued. This must include a certain amount of information:

• Designation of registered office.
• The SCI acronym.
• The company's legal form.
• The amount of share capital.
• The new address.
• SCI identification number.
• RCS followed by the name of the town where the court registry is located. The RCS where the SCI is located must also be entered.

For a transfer to a neighbouring département, the same notice must be published in duplicate: in the legal gazette of the old département and in the new département.

The information required is similar, except that the first name, surname and home address of the SCI manager must be added.

Request for declaration of transfer and RCS registration

Last but not least, the SCI's managers must register their request to transfer the registered office, along with the new articles of association, within one month of the general meeting. The minutes will record this date.

Here too, there are two possible scenarios, depending on the location of the competent commercial court

If the new registered office is located in the same area as the competent commercial court, the SCI manager will have to file a certain number of documents with the clerk's office:

• Notice of publication in the legal gazette.
• A copy of the new bylaws.
• The minutes.
• A document justifying the lease or acquisition of the new premises where the SCI's business will be carried out.
• Completed and signed Cerfa M2 form.
• If the manager is unable to file the application himself, he can delegate his role to a third party by means of a power of attorney. The signatory must insert this power of attorney in the file.
• A cheque for the amount due made payable to the Greffe du Tribunal de Commerce.

If the new registered office falls under the jurisdiction of another commercial court, the declaration request must be made in the new court. The documents to be included are the same, except that an official document listing all former registered offices must be submitted in addition.

The two transfer notices published in the legal gazette must also be sent.

Cost of transfer formalities

This change of address will have a cost. Transfer costs may vary depending on the commune where the procedures are carried out.

Registry fees are set at €198.64 if the transfer takes place in the same département, compared with €246.86 for a different département.

And publication in the legal gazette is not free of charge, as you will need to pay between €200 and €300 for an announcement without a change of registry, and between €400 and €600 for a change.

Some managers call on the services of a lawyer or chartered accountant to update the articles of association and provide personalized advice. This service is estimated at between €400 and €1,000.

Conclusion

It is therefore essential to think carefully before transferring the registered office of your SCI. A long series of procedures and substantial costs are to be expected.

When it comes to choosing a new head office, commercial domiciliation can be an appropriate solution.

With just a few clicks, you can acquire a business address in a prestigious neighborhood.

Far more economical than renting a commercial lease, domiciliation also offers a wide range of tailor-made services for business owners.