- Transferring a registered office involves 3 stages: modification of the articles of association with a transfer decision, publication of a legal announcement, and declaration of modification.
- The steps remain constant, but vary depending on whether the transfer is within or outside a jurisdiction.
- For a transfer outside the jurisdiction, consider a power of attorney from the legal representative.
- Savings tips :
- If you have legal knowledge, you can make the changes yourself.
- Reduce the volume of the transfer notice to save money.
- Carry out all formalities simultaneously at the commercial court registry and save half the cost of separate formalities.
How can I optimize the cost of relocating my head office?
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Relocating a company's head office involves considerable costs. These costs are likely to slow down or put the brakes on many companies' relocation projects. Fortunately, even if the costs of certain formalities are incompressible, there are ways of making the bill less expensive.
Head office transfer: 2 types of operation to be distinguished
A registered office transfer is a legal act by which a company changes thebusiness address listed in its articles of association. Before discussing the cost of formalities for transferring a registered office, it is important to outline the different types of transfer that exist.
There are 2 types of registered office transfer. On the one hand, there is the transfer within the same jurisdiction, and on the other, the transfer outside the jurisdiction. The formalities differ according to the type of transfer involved.
Formalities for transferring a registered office within the same jurisdiction in brief
For a change of registered office within the same jurisdiction, the formalities can be summed up in 3 main stages. The first step is to amend the articles of association, followed by publication of the transfer of the registered office. Finally, the transfer of registered office is declared.
- Amendment to the Articles of Association
It is decided by a majority of partners (usually at an Extraordinary General Meeting). The terms of this decision vary according to the legal status of the company (SARL, SAS, SCI...). Minutes are then drawn up to record the decision.
- Publication of a legal notice
Once the articles of association have been amended, we draw up a notice to publicize the transfer of the registered office. This notice must be published within 1 month in a legal gazette in the département where the registered office is located.
- Declaration of transfer of registered office
This is done online at the electronic business formalities counter or on the Infogreffe website. The following documents are required for this declaration:
- A copy of the minutes recording the transfer decision;
- A dated and updated copy of the company's articles of association ;
- Proof of occupancy of the new premises (energy bill, title deed, direct debit contract, etc.);
- A copy of a certificate of publication of the notice of transfer of registered office in a legal gazette.
Formalities for transferring a registered office outside the jurisdiction in brief
One of the most common reasons for transferring the registered office out of jurisdiction is to relocate the main partner. Such a transfer may also be necessary to prevent the managing director from violating the French Commercial Code. Indeed, a managing director can only attach his company's registered office to his home address for 5 years. Once this period has elapsed, he must transfer his registered office to another location.
The formalities involved in transferring a company's registered office outside its home jurisdiction are more complex. They can be summed up in 3 main points: modification of the articles of association, publication of the transfer notice and declaration of the registered office transfer.
- Changes to the Articles of Association
It follows the same procedure as a modification to the articles of association taking place as part of a transfer within the same jurisdiction. Like the latter, it depends on the company's legal status, and must be recorded in the minutes.
- Publication of notice of transfer of registered office out of jurisdiction
Once the articles of association have been amended, a notice is drawn up to publicize the transfer of the company's registered office outside its home jurisdiction. This notice must be published in an authorized legal gazette. The legal notice must be published in 2 places. The first must be published in the département where the company' s former registered office is located (the département where the company was registered when it was set up). The second must be published in the département of the new head office.
- Declaration of modification
This must be done within 1 month at the electronic business formalities counter or on the Infogreffe website. In this case, a file is compiled for an amending entry in the RCS. This file will be processed by the clerk's office of the competent commercial court (in this case, the court in the location of the new registered office). Here are the documents you need to provide for the amendment declaration:
- A copy of the minutes recording the transfer decision;
- A dated and updated copy of the company's articles of association ;
- Proof of ownership of the new premises (title deed, lease contract, etc.);
- Two completed and signed copies of an M2 form (legal entity modification form);
- A certified copy of the list of former head offices (to be drawn up by the legal representative) ;
- A certificate of publication in a JAL for each place where a transfer notice has been published.
Good to know: a power of attorney is required if the legal representative has not signed the documents himself. This power of attorney is in fact a power of attorney from the legal representative.
Tips for optimizing the cost of relocating your headquarters
Cost optimization is a must for any company wishing to remain competitive. Here's how this optimization can be put into practice in the context of a head office transfer.
Amendment to the Articles of Association
You can do it yourself , with the help of paid templates available on the Internet. They start at 100 euros. But you should only choose this route if you have a basic knowledge of the law. Not familiar enough with the French Commercial Code? Entrust this task to an external service provider such as a domiciliation company or a legal platform. These service providers are used to carrying out formalities with the commercial court clerk's office. Calling on them will cost you an hourly fee. But it will save you from making mistakes that will cost you more in the future. The budget you need to set aside will depend on the type of business you have and the legal status you chose when you set it up.
Legal notices
Legal notices cost between 80 and 200 euros. But this is not a fixed price. Rates vary according to the department in which the announcement is made. The cost of the legal announcement is calculated according to a line rate decided by each district. The number of characters per line, including spaces, is 40. Once your transfer notice has been published, you will receive a copy of the legal gazette by post. But these are not the only factors to take into account. To the cost of the lines and the newspaper, you'll need to add 20% VAT to find the final price.
To optimize the cost of your legal announcement, keep the volume of your transfer notice to a minimum. Make an effort to provide as much information as possible in as few lines as possible. You'll find optimized forms on the Internet that can save you up to 30 or 40%.
Court fees
They range from 126.16 to 242.16 euros. If your company is a SASU or EURL, you can benefit from a discount of 116 euros under certain conditions. This discount is only granted to companies in which the sole shareholder acts as chairman or manager.
To save on registry fees, do all your formalities at the same time if you have several to complete. Do you need to change the manager of an SAS and transfer the registered office, for example? Combine all the formalities. This will halve the price you would have to pay if you were to carry out these formalities separately.