The transfer of the registered office is therefore the operation by which the company's official address is modified.
As an individual, you may be required to change your address. If the company is domiciled at your personal address as a director, your move constitutes a transfer of registered office and must be reported.
Similarly, if the company's registered office is changed, except if it is your personal address, this change must also be reported.
In both cases, you'll need to file a head office transfer application with the Centre des formalités des entreprises.
This transfer of registered office also generates certain costs, which vary depending on whether the registered office is being transferred within or outside the same jurisdiction.
What is the procedure for transferring a registered office?
The address of the registered office must be specified in the company's articles of association. The transfer of the registered office therefore constitutes a modification of the articles of association.
Consequently, any transfer of a registered office requires a decision.
The company director must inform the other partners (in the case of a multi-member company) of his or her intention to change the registered office.
He must therefore consult with all associates.
The first step is to call an Extraordinary General Meeting.
The decision must be taken by a majority vote or in accordance with the provisions of the bylaws.
Resolutions will be passed at the meeting, the first being the transfer of the company's registered office. The second resolution is to amend the article setting out the company's registered office address.
A third resolution may also be adopted. It concerns the transfer of power of attorney in the event that an agent is appointed to carry out the legal formalities in the name and on behalf of the principal.
Once the resolutions have been adopted, the minutes of the AGM must be drawn up, dated and signed by the director and the partners.
Lastly, the articles of association must be updated to reflect the new registered office address.
If you choose to be assisted by a formalist, prices generally vary between €400 and €700 for the completion of this formality.
Third parties must then be informed of the change. This involves publishing a notice of change in one of the newspapers in the département where your registered office is located.
This notice must include all essential information about the company: legal form, company name, share capital, RCS number, city of the Registrar's Office and the formalities carried out.
There is one particularity concerning the notice in a legal gazette. Depending on whether the transfer of the registered office takes place within or outside the same jurisdiction, the cost of the legal notice will be different.
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Transfer same jurisdiction: publication of a single notice is sufficient,
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Transfer of registered office outside France: two notices of change must be published. The first notice will be published in a newspaper located in the jurisdiction of the old registered office, and the second notice will be published in a newspaper located in the jurisdiction of the new registered office.
When we talk about jurisdiction, we're referring to the département.
As soon as you change department, you must inform third parties in both departments.
This double publication also means paying advertising costs twice.
A legal notice generally costs around €100-€150.
Once advertising has been completed, the file must be filed with the Registrar of the relevant Commercial Court.
The competent Registry is the one located in the same département as your registered office.
The file must be complete, otherwise you risk receiving a rejection from the Registry with an obligation to rectify within 15 days.
If the correction is not made within this period, you will receive a refusal and the formality will have to be repeated from the beginning.
Thus, for a head office transfer, the file must include the following elements:
- A copy of the amended Articles of Association, dated and signed. Each page must be initialled by all the company's partners;
- The minutes of the AGM deciding on the transfer of the registered office;
- A certificate of domiciliation (if the new head office is established at the manager's personal address);
- Certificate of publication in a legal gazette;
- List of former head offices, if the transfer takes place outside the jurisdiction ;
- Proof of occupancy of head office premises (invoice, lease, property tax);
- The domiciliation contract if the head office is transferred to a domiciliation company;
- A duly completed and signed M2 form;
- Power
To conclude this article, the Greffe fees for a registered office transfer formality in 2020 can vary from 134€ to 277€ depending on the legal form of the company, the Tribunal de Commerce on which the new registered office address depends, and other variables.
Written by our expert Editorial staff
December 11, 2019
