Moving your head office abroad: the complete guide

A company's registered office is a key part of its identity: it's its official address that determines its nationality.

Moving your company's registered office abroad leads to a change in its tax domicile and the competent authorities in the event of a dispute.

The company's address is set in the articles of association when the company is created, so it should be chosen strategically. Any company can request to change it during its activity if it wishes.

However, the procedures to be followed are not the same, depending on whether you want to move it to another country in the European Union, outside the EU, or from a non-EU country to this area.

However, it is very important to strictly adhere to each administrative formality, otherwise your request may be rejected.

Let's explore together the necessary formalities to complete for each case.

What's the standard procedure for transferring your registered office outside the European Union?

The procedure to follow is divided into 6 main steps:

• Draft a company transfer plan. Specifically, this involves formalizing your intention to transfer your registered office abroad and settle your tax residency in France. It's sometimes essential to reimburse certain contracts or loans.
• The proposed company transfer must be approved by the partners in a vote. The required majority is set out in the company's articles of association. The partners/shareholders then meet in an extraordinary general meeting to vote on the decision.
• Publish a legal notice in an accredited journal. The publicity requirement applies to all companies wishing to transfer their registered office outside the country. The publication certificate must be included in the application.
• Ask a notary to confirm that you've completed all the necessary steps before the transfer.
• Submit your complete application to the Registry of the Commercial Court (containing the documents mentioned above and the corresponding CERFA form).
• Proceed with the liquidation-dissolution of the company. But before, carefully consider all the legal, tax, financial and salary consequences of your choices. First, the company is dissolved, and its activity ends. Then, it is liquidated to reimburse the creditors and then the shareholders according to the assets it has. 

Once you've wrapped things up in France, all that's left is to start the process of setting up your company abroad, following the specific procedures of each country. 

How to transfer your registered office between two countries of the European Union?

If you're transferring to another EU country, the tax implications of the previous business closure are different.

Some legal statuses allow you to benefit from freedom of establishment in all EU states. In this case, the company does not disappear, and it retains the same legal entity. 

That doesn't mean you're totally off the hook for administrative tasks.

If you want to transfer assets, you'll have to pay corporate income tax on the capital gain from the assets.

Moving your tax address doesn't subject you to any taxes. The administrative procedures mentioned in the previous section still apply, with the exception of the dissolution-liquidation of the company.

How to transfer your registered office to the European Union?

To transfer the registered office of a foreign company to France, it must be registered with the Trade and Companies Register (RCS) to enable it to obtain French nationality.

You'll then need to submit a complete file to the Registry of the Commercial Court. It must include the following:

• The transfer project of the company to France and the document indicating approval of the decision by the shareholders.
• A certificate establishing that the law of the State of origin authorizes the transfer of your company's registered office to France, as well as its transformation into a form of company provided for by French law.
• Proof of publication of an announcement in an approved legal announcement journal stating the transfer of the company's registered office in France.
• An extract of the company's registration in the public register of the country of origin

You'll also need to pay fees to the commercial court registry to complete this process. 

Carefully following these steps is essential to complete your procedures successfully without encountering difficulties.

These are often complex, sometimes lengthy processes, and a single missing document is sometimes enough to block the entire procedure.

Don't hesitate to seek professional advice to verify the correct application of the official procedure.