Transferring the registered office of an EIRL: what are the formalities?

Just like someone can move during their life, a company can also change its registered office address.

An EIRL (Individual Limited Liability Company) is a legal status intended for entrepreneurs wishing to start a business as an individual. Its main feature lies in limiting the partner's liability to the amount of their contributions to the company. The business owner's personal assets are therefore fully protected, except in the event of proven mismanagement.

But that's not all! Easy to create and manage, an EIRL must have a registered address, i.e. a registered office. In particular, it determines the company's nationality, its country of taxation and the jurisdictions competent in the event of disputes. This is one of the first choices to be made when setting up a business.

Next, it is possible to change the registered office of an EIRL during its lifetime. To achieve this in the best possible conditions, it is essential to follow the official procedures to the letter.

Step #1: Update the articles of association.

Updating the articles of association is the first step to complete.

Before that, it's essential to formalize your intention to transfer your registered office by publishing a report by your EIRL. The entrepreneur is then responsible for publishing the updated articles of association, certified as compliant with the updated registered office clause.

If the move is to a different department, you'll need to include a summary of all the previous registered office addresses and the registry offices where the company was registered.

Step #2: Publish a transfer notice in a legal gazette

The formalities to be completed during this step depend on the address of the new registered office.

If it is located in the same department as the previous one, only one transfer notice is sufficient. You need to contact an approved legal gazette in your department in order to publish a transfer notice. The latter must include the following information: 

• The transfer of the registered office must be explicitly mentioned.
• The address of the new registered office, the company's legal status, and its company name.
• RCS identification number and city of registration 
• Mention of the RCS where the company will be registered after the transfer.

If it takes place in another department, two transfer notices are required. The first must be published in the legal gazette of the department of origin, and the second in the department of destination. In this case, additional information must be provided:

• Its RCS identification number and the city of registration of the former and new registered office. 
• The identity of the individuals authorized to commit the company to third parties. 

Step #3: Submit a transfer file to the registry of the commercial court.

To do this, you must complete the CERFA M2 form with the administration. Don't forget to clearly indicate that this is a transfer of registered office in the first box. In box n°12, it is necessary to tick the box « closed » concerning your old registered office. 

You'll need to fill out a form with some important info. You'll include the date of the transfer and who's in charge of the EIRL. 

You'll need to submit the minutes, updated articles of association, transfer notice, and Form M2 (three copies) to the registry of the commercial court that covers your company's new registered office. Don't forget to include proof that you have the right to use the new premises.

Moving the registered address of an EIRL (sole proprietorship with limited liability) doesn't present any particular difficulties, as long as you carefully follow the method described above. For your business, it's a strategic choice to target the most valuable address possible.