Just as a person can move during his or her lifetime, a company can also change its registered office address.
An EIRL (Entreprise Individuelle à Responsabilité Limitée) is a legal status designed for entrepreneurs wishing to open a sole proprietorship. Its main feature is that partners' liability is limited to the amount of their contributions to the business. The entrepreneur's personal assets are therefore fully protected, except in the case of gross mismanagement.
But that's not all! Simple to set up and manage, an EIRL must have a domiciliation address, i.e. a registered office. This determines the nationality of the company, its country of taxation and the competent jurisdiction in the event of disputes. This is one of the first choices to be made when creating an EIRL.
Secondly, 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.
Let's find out everything you need to know about transferring the registered office of an EIRL!
Updating the articles of association is the first step.
Before doing so, you need to formalize your intention to transfer your registered office by having your EIRL publish a procès-verbal. The entrepreneur will then publish the updated articles of association, certified as conforming with the updated registered office clause.
If the transfer is to another département, a list of previous head offices and registries must be attached.
The formalities to be completed at this stage depend on the address of the new registered office.
If it is located in the same département as the previous one, a single transfer notice is sufficient. You need to contact a legal gazette in your area to publish a transfer notice. The notice must include the following information
- The transfer of the registered office must be explicitly mentioned
- The address of the new registered office, the legal status of the company and its corporate name
- RCS identification number and city of registration
- Indication of the RCS where the company will be registered after the transfer.
If the transfer takes place in another département, two transfer notices are required. The first must be published in the legal gazette of the département of origin, and the second in the département of destination. In this case, additional information is required:
- Its RCS identification number and the city of registration of the old and new registered offices.
- The identity of persons empowered to bind the company to third parties.
To do this, you need to fill in the CERFA M2 form with the authorities. Don't forget to clearly state that you are transferring your registered office in the first box. In box 12, tick the "closed" box for your former registered office.
You will need to fill in a number of fields on this form to ensure that you have all the information you need. In particular, you'll need to enter the date of the transfer, or the identity of the manager heading the EIRL.
The minutes, updated articles of association, notice of transfer and M2 form (in triplicate) must then be filed with the clerk of the commercial court responsible for the company's new head office. Proof of occupancy of the new premises is also required.
Transferring the registered office of an EIRL presents no particular difficulties, provided you scrupulously follow the procedure described above. For your company, it's a strategic choice, to target the most attractive address possible.
That's why many EIRL managers use domiciliation companies, to benefit from a prestigious address, lighten their day-to-day workload and save on taxes!
Written by our expert Paul LASBARRERES-CANDAU
october 29, 2019
