How do I transfer a company's registered office?

What is a head office?

The registered office is theadministrative and legal address of a company. This address is essential in determining the nationality of the company, as well as the applicable law in the event of litigation. It also defines the destination address for the company's mail and all its legal documents (invoices, contracts, declarations, etc.).

The registered office may be located :

• at the manager's personal address ;
• in commercial premises ;
• in a coworking space (space shared with other companies);
• in a business incubator (accommodation and support structure for young entrepreneurs);
• an address offered by a domiciliation company (a specialized company that provides business addresses to other companies, as well as additional services related to the management of their administrative tasks).

Domiciliation with a domiciliation company is an ideal solution for entrepreneurs. It enables you to domicile your company at a prestigious address, while benefiting from personalized support and additional services (mail reception, scanning and forwarding, office or meeting room rental, switchboard, drafting of estimates and invoices, etc.).

If you'd like to benefit from a domiciliation address while delegating certain administrative tasks, SeDomicilier will take care of you: simply choose a prestigious address from among those offered by the platform and sign your domiciliation contract directly online!

Why change a company's registered office?

Several events in the life of a company can lead to a change of registered office :

• when the company's address is that of the executive 's personal residence;
• the need toexpand premises to support the company's growth;
• the reorganization of the company's activities and the desire to rationalize costs;
• the desire toraise the company's profile and have a greater impact on its customers;
• expiry of a commercial lease or refusal to renew it;
• the end of the direct debit contract ;
• the desire to get closer to customers or suppliers;
• the desire to benefit from a more favorable tax environment.

Who can decide on the transfer of a registered office?

The decision to transfer a company's registered office must be taken by thecompetent body. Often, this decision is taken by the shareholders at an Extraordinary General Meeting (EGM). It is possible for the managing director to take this decision, but he or she must obtain theagreement of the partners.

More specifically, the procedures for deciding on a change of registered office vary according to the legal form of the company:

• for limited liability companies (SARL) Forlimited liability companies (SARL): the decision to transfer the registered office is taken by theExtraordinary General Meeting (EGM) of shareholders (decision of one or more shareholders representing more than half of the company's shares). If the transfer takes place in the same département or an adjacent département, the decision may be taken by the managing director alone, but must be ratified by the extraordinary general meeting of shareholders;
• for SAS legal forms the Articles of Association determine the competent body, as the law does not impose any specific rules - if the Articles of Association do not provide for this, the decision must be taken unanimously by the shareholders;
• for sociétés anonymes (SA): the decision to transfer the registered office is taken by theExtraordinary General Meeting (EGM ) of shareholders (decision taken by a 2/3 majority). If the transfer takes place in the same département or an adjacent département, the decision may be taken by the Board of Directors or Supervisory Board, subject to ratification by the Ordinary General Meeting.

Shareholders' decisions must be recorded in minutes . These minutes certify that the voting procedures have been followed.

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What are the formalities involved in transferring a company's registered office?

To transfer a company's registered office, certain formalities must be completed. The procedure for transferring the registered office involves 3 stages:

• modification of the articles of association ;
• publication of the transfer of the registered office in a legal announcement medium;
• declaration of transfer of registered office.

Step 1: Amending the bylaws

Once the decision to transfer the registered office has been taken by the shareholders, the company's articles of association need to be updated. The address of the registered office is a mandatory requirement in the articles of association, whatever the legal form of the company (SARL, SAS, SASU, etc.).

In the event of a head office transfer, it is therefore necessary to amend the clause in the bylaws mentioning the head office address to include the new address.

If the registered office is transferred to another département, a list of the previous registered offices must also be attached to the company's articles of association. This document lists all the company's previous registered offices, the registries where the company was registered and the date of the last change of registered office.

Step 2: Publication of the transfer in a legal gazette

Whatever the legal form of your company, it is mandatory to publish an announcement in a medium authorized to receive legal announcements : either a journal d'annonces légales (JAL), or an online press service. This is an essential step, as itinforms third parties of your change of registered office.

It is important to distinguish between the declaration of a transfer of the registered office within the same département and a transfer to another département.

This publication must be made within1 month of the decision being taken.

Transfer of registered office within the same département

If you transfer your registered office within the same département, you need only publish a single notice in the département where your company's registered office is located.

The notice of transfer of registered office must include the following compulsory information:

• transfer of registered office (must indicate new and old registered offices);
• the company name followed, where applicable, by the acronym of the company;
• legal form ;
• the amount of share capital ;
• registered office address ;
• Company identification number (SIRET number) ;
• the words "RCS" followed by the name of the city where the registry office that registered the company is located;
• the identity of persons authorized to bind the company (surname, first names, address).

In return for the publication of the legal announcement, the legal announcement medium provides the company with a certificate of publication.

Transfer of head office to another département

If the registered office is transferred to another département, a double notice must be published:

• the first in a legal gazette in the département of the former registered office ;
• the second in a legal gazette in the place of the new registered office.

These two notices must include the same obligatory information as for the transfer of the registered office within the same département.  

Step 3: Declaration of registered office transfer

Finally, the transfer of the registered office must be declared within1 month on the Guichet unique website. When making this declaration, you must provide the following supporting documents :

• a copy of the deed transferring the registered office;
• a copy of the updated bylaws ;
• proof of occupancy of the new premises: title deed, lease contract, electricity bills, etc. ;
• proof of publication of the notice in a legal announcement medium;
• if the head office is transferred to another département: a list of the company's successive head offices since registration, signed by the legal representative.

Particularities of transferring a registered office abroad

Transferring the registered office abroad entails a change of nationality for the company, and requires a unanimous decision by the shareholders. If you wish to transfer your company's registered office outside France, the following steps must be taken:

• submit a project to transfer the company's registered office abroad, detailing the legal and economic implications of this change of address, as well as the consequences for partners, creditors and any employees;
• decide on the transfer of the registered office and draw up the minutes;
• publish a transfer notice in a legal gazette;
• request that the company be struck off the Trade and Companies Register (RCS).

Please note that the company's legal personality is maintained during the transfer period. The new company will thus be subject to the laws of the new country.

How much does a head office transfer cost?

Transferring a registered office is a formality for which a fee is charged. The cost of transferring a registered office is fixed for each step involved. They vary according to whether the registered office is transferred to the same département or to another département:

• in the same department: €188.81 ;
• in another département: €222.63 (if the company retains no activity within the jurisdiction of the former head office).

These administrative costs include amending registration in the RCS, publication of the legal announcement in the Bulletin officiel des annonces civiles et commerciales (BODACC), fees paid to the INPI and the filing of deeds.

On the other hand, if you decide to use a professional to update your articles of association, you'll have to reckon with additional costs. These can amount to more than €1,000 if you choose a legal professional, such as a lawyer.

What are the consequences of a change of registered office?

If you change your registered office, you'll need to amend all your official documents to reflect the new address.

In addition, you need toinform your suppliers and contractual partners of the change of registered office, so that they can update the address they will use on their documents: quotations, delivery notes, invoices, etc. This notification needs to be formalized in writing and sent sufficiently in advance to prevent any possible disputes. This notification must be formalized in writing and sent sufficiently in advance to prevent any possible disputes.

Conclusion

As you can see, the procedure for transferring a company's registered office can quickly become tedious and time-consuming. That's why some entrepreneurs prefer to use domiciliation companies to benefit from a prestigious, less expensive address. What's more, the professionals at these companies can take care of all your administrative and legal formalities.