Transferring a registered office is the process of changing the company's official address.
As an individual, you may indeed need to change your address. If the company is domiciled at your personal address as a manager, your move constitutes a transfer of registered office and must be reported.
Similarly, if the company's registered office is changed, unless it is your personal address, this change must also be reported.
Also, in both cases, you'll need to submit a registered office transfer file to the business formalities center.
Moving your company's headquarters also involves some costs that vary depending on whether it's a move within the same jurisdiction or a move to a different jurisdiction.
What's the procedure for transferring a registered office?
The registered address must be included in the company's articles of association. So, if you move your registered address, you'll need to update these articles.
Therefore, any registered office transfer requires a decision to be made.
The company director must inform the other partners (in the case of a multi-partner company) of their intention to change the registered office.
He must therefore consult the body of partners.
So, first, they need to call an extraordinary general meeting.
The decision must be voted on by a majority or according to the procedures laid down in the articles of association
During this meeting, resolutions will be adopted, the first being the transfer of the company's registered office. The second resolution will concern the modification of the article where the address of the registered office appears.
A third resolution can also be adopted. It relates to the transfer of power in the event that an agent is responsible for completing the legal formality in the name and on behalf of the principal.
Once the resolutions have been adopted, you need to draft the minutes of the general meeting, which must be dated and signed by the manager and the partners.
Finally, you'll need to update the articles of association to include the new registered office address.
If you choose to get help from a professional to complete the formalities, the prices generally range between €400 and €700.
After that, you need to inform third parties about the change that has been made. Also, you have to publish a modification notice in a newspaper in the department where your registered office is located.
This notice must include essential company information: legal form, company name, share capital, RCS number, Registry city, and the formality performed.
Regarding the notice in a legal gazette, there is a special feature. Indeed, depending on whether the transfer of registered office takes place within the same jurisdiction or outside the jurisdiction, the legal notice costs will not be the same.
-
Moving within the same jurisdiction: you only need to publish one notice.
-
Moving the registered office outside the jurisdiction: you need to publish two modification notices. The first notice will be in a newspaper located in the jurisdiction of the old registered office, and the second notice will be in a newspaper located in the jurisdiction of the new registered office.
When we talk about jurisdiction, we're talking about the department.
As soon as you change departments, you must inform the third parties in these two departments
This double publication also means paying the advertising costs twice.
A legal announcement generally costs around €100-€150.
Once the publication has been made, the file must be filed with the competent Registry of the Commercial Court.
The relevant registry is the one located in the same department as your registered office.
The file must be complete, otherwise you risk receiving a rejection from the Registry with an obligation to rectify it within 15 days.
If the correction isn't made within this timeframe, you'll get a rejection and have to start the process all over again.
So, for a registered office transfer, the file must include the following elements:
- A copy of the amended articles of association, dated and signed. Each page must be initialed by all the company's partners;
- The minutes of the general meeting deciding on the transfer of registered office;
- A domiciliation certificate (if the new registered office is established at the manager's personal address);
- The certificate of publication in a legal announcement journal;
- List of former registered offices, if the transfer takes place outside the jurisdiction;
- Proof of occupancy of the registered office premises (invoice, lease, property tax);
- The domiciliation contract if the registered office is transferred to a domiciliation company;
- A duly completed and signed M2 form;
- A power of attorney
To wrap up this article, the Registry fees for a change of registered office address formality in 2020 can range from €134 to €277, depending on the company's legal form, the Commercial Court the new registered office address falls under, and other variables.
Written by our expert Editorial staff
December 11, 2019
