The law requires all companies, regardless of their legal status (LLC, corporation, simplified joint-stock company, general partnership, etc.) and size, to include a registered office address in their articles of incorporation. This is also known as a registered address.
However, once chosen, this address can be changed during the course of the company’s existence. This is referred to as a change of registered office. In other words, a change of address. Unlike for individuals, this change of address—also known as a transfer of the registered office—requires compliance with strict procedures in order to be registered with the Commercial Court Registry.
When you first started your business, you may not have given much thought to where to register it. Either because you opted for the cheapest option (your home address or a business address), or because the question didn’t really arise (the address of the business premises).
Now that you’re considering changing your registered address, there are a few things you should know before choosing your new address. In fact, your new address can help you optimize your local taxes.
In this regard, the city of Paris has one of the lowest CFE (business property tax) rates in France. Thanks to the availability of registered office service providers, which offer addresses in France’s largest cities, you have the opportunity to register your company’s address wherever you choose.
The rules for changing a company’s registered office vary slightly depending on your company’s legal structure. In some types of companies, it is mandatory to hold an extraordinary general meeting, and a unanimous vote is required, while in others it is not. Here is an overview for SARLs, SASs, SAs, and SNCs.
Transferring the registered office of a limited liability company
To change the registered office of a limited liability company (SARL), an extraordinary general meeting must be convened, to which all members must be duly summoned. The number of participants must represent at least three-quarters of the company’s shares.
The quorum—which is the minimum number of members who must be present at the meeting—depends on the date the LLC was formed. For companies formed before August 4, 2005, no quorum is required.
However, to be valid, the decision to transfer the registered office must be approved by shareholders representing three-quarters of the shares held by those present at the meeting. What is noteworthy for LLCs formed before August 4, 2005, is thatno quorum is required. In other words, no minimum number of partners must be present at this extraordinary general meeting.
However, for limited liability companies (SARLs) established after the law of August 4, 2005, while the decision to change the company’s registered office may be made by a two-thirds majority of the shares held by the partners present, a quorum is required. This quorum depends on the number of meetings held.
At the first extraordinary general meeting, the quorum is set at a number of members representing at least one-quarter of the shares. If this number is not reached, a second notice of meeting must be sent to the members. At this second meeting, the quorum is reduced to a number of members representing one-fifth of the shares.
Transfer of Registered Office for SAS and SA Companies
The decision to relocate the headquarters of a simplified joint-stock company (SAS) or a public limited company (SA) is generally simpler than for a limited liability company (LLC). In the case of an SAS, however, the executives must comply with the provisions set forth in the articles of incorporation.
When these documents are properly drafted, it is generally sufficient for the governing body—often the board of directors—to approve the change of registered office in order to proceed with amending the company’s articles of incorporation.
However, if the articles of incorporation are vague, the consent of all the company’s shareholders is required in order to decide to change the registered office of the SAS.
In the case of a public limited company (SA), the rules governing the transfer of the registered office vary depending on the choice of the new registered address. If the new address is located in the same department or in an immediately adjacent department, a resolution by the supervisory board or the board of directors is sufficient to amend the articles of incorporation. This is subject, however, to the condition that the board has been authorized to do so following an ordinary general meeting.
However, if the company wishes to relocate its registered office to a more distant location—even if it is not a move abroad, which would involve a change in nationality—it is mandatory to convene an extraordinary general meeting. The decision must then be approved by a two-thirds majority.
Transferring the registered office of a general partnership
A general partnership is subject to rules that differ from those of the other types of companies discussed earlier. Specifically, any amendment to the articles of association must be approved unanimously by all the partners in the firm.
An extraordinary general meeting must be convened to authorize the officers to amend the articles of incorporation. The only exception to this rule is if the articles of incorporation expressly provide that such a decision may be made by a simple majority, that is, by 50% of the members.
Transferring the registered office of an SCI
Changing the registered officeof a real estate investment company (SCI) is relatively straightforward. It is sufficient to follow the provisions of the articles of incorporation, since the law does not require any specific formalities to authorize the management body to proceed with the change of registered office.
Whether it concerns the quorum, the number of votes, or the body authorized to carry out the change of registered office, all of this information is normally set forth in the articles of incorporation. If this is not the case, unanimity is required.
Regardless of the company’s legal form, minutes recording the decision must always be prepared, dated, and signed, with certified copies issued by the officer.
Publishing a notice of amendment incurs a cost, which is not dependent on the legal gazette you choose. In fact, you cannot shop around for the lowest price, as the rates are set by ministerial decree.
Therefore, simply choose from the list of newspapers authorized to publish legal notices in the department where your company is located. Under no circumstances should you look elsewhere, as you risk using a company that does not have prefectural authorization.
To be valid, the notice must include certain required elements, which vary depending on the location where the company will be newly registered. If the transfer of the registered office takes place within the same department, the notice of change must include the following:
- The company name,
- The corporate form,
- Share capital,
- The address of the new headquarters,
- The address and the RCS number of the former registered office.
If the transfer of the company results in a change of department, the notice must also include:
- The reference to the transfer of the registered office,
- The company's SIRET number,
- The address of the new Business Register.
It should be noted that the notice must be published in both departments. This publication must take place within one month of the publication of the decision adopted at the general meeting, or in accordance with any other procedure provided for in the articles of incorporation.
You must file the complete application either with the clerk’s office of the court with jurisdiction over your new address or with the Business Registration Center (CFE) to which your business is registered.
Your application must include the following documents to be considered complete:
- Form M2, duly completed and signed,
- A copy of the minutes of the meeting to amend the articles of incorporation,
- A copy of the new bylaws,
- Proof of publication of the notice in a legal gazette,
- A check for the amount of the fees, made payable to the clerk of the commercial court.
The fees charged by the commercial court clerks’ offices, also known as court fees, are set forth in the decree dated February 25, 2020. Once your filing has been registered by the clerks, your new registered address will be official.
It is important to think carefully before relocating a company’s registered office. There are several procedures and costs to consider. That is why it is best to seek the services of a professional in business address registration.
A virtual office address allows you to have a business address while being more affordable than renting an office.
Various market players, such as SeDomicilier, can help you choose the ideal business address based on your needs and budget. They can review the different options available on the market and help you make the right choice based on your needs.
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