Moving your head office abroad: the complete guide

A company's head office is an essential element of its identity: it is its official address , and determines its nationality.

Transferring your company's registered office abroad means changing its tax domicile, as well as the competent authorities in the event of a dispute.

Set down in the articles of association when the company is created, its address must be chosen strategically. Any company can request a change of address during the course of its business, if it so wishes.

However, the steps to be taken are not the same, depending on whether you want to move it to another EU country, outside the EU, or from a non-EU country to the EU.

However, it's very important to comply scrupulously with every administrative formality, or risk having your application rejected.

Let's find out what formalities are required in each case.

What is the traditional procedure for transferring your registered office outside the European Union?

The procedure is divided into 6 main steps:

• Draw up a company transfer project. In practical terms, this involves formalizing your intention to transfer your registered office abroad, and to settle your tax domicile in France. It may be necessary to repay certain contracts or loans.
• The proposed transfer of the company must be approved by a vote of the shareholders. The majority required is specified in the company's articles of association. The partners/shareholders then convene an Extraordinary General Meeting to vote on the decision.
• Publish a legal announcement in an approved newspaper. This obligation applies to all companies wishing to transfer their registered office outside France. Proof of publication must be enclosed with the application.
• Ask a notary to certify that your pre-transfer formalities are complete.
• Submit your complete file to the Greffe du Tribunal de Commerce (containing the above-mentioned documents and the corresponding CERFA form).
• Proceed with the liquidation-dissolution of the company. But before you do, consider all the legal, tax, financial and employee-related consequences of your choices. Firstly, the company is dissolved, and its activity comes to an end. Secondly, it is liquidated to reimburse creditors and then shareholders, depending on the assets available. 

Once you've sold your business in France, all that's left to do is take the necessary steps to set up your company abroad, according to the procedures specific to each country. 

How do you transfer your registered office between two European Union countries?

In the event of a transfer to another EU country, the tax consequences of the previous cessation of activity are not the same.

Certain legal forms allow freedom of establishment in all EU countries. In this case, the company does not disappear, and retains the same legal status. 

This does not mean a total exemption from administrative formalities.

If you wish to transfer assets, you will have to pay corporation tax on the capital gains realized on the assets concerned.

Transferring your registered office does not subject you to any tax. The administrative procedures outlined in the previous section still apply, with the exception of the dissolution-liquidation of the company.

How do you transfer your head office to the European Union?

To transfer a foreign company's registered office to France, it must be registered with the Registre du Commerce et des Sociétés (RCS) to obtain French nationality.

A complete file must then be submitted to the Registrar of the Commercial Court. It must include the following information:

• The plan to transfer the company to France and the document indicating shareholderapproval of the decision.
• A certificate stating that the law of the country 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 under French law.
• Proof of publication of an announcement in an approved legal gazette announcing the transfer of the company's registered office to France.
• Extract from the company's registration in the public register of the country of origin

You will also need to pay a fee to the commercial court clerk's office to complete this procedure. 

It' s essential to follow these steps correctly if you are to succeed in your endeavors without encountering difficulties.

These are often complex, sometimes lengthy procedures, and a single missing document is sometimes enough to block the whole process.

Don't hesitate to seek professional advice to ensure that the official procedure is followed correctly.