- Amending the articles of association is an important step in transferring your registered office.
- It is necessary to publish a legal announcement in an approved newspaper, but only one is needed if the address of your new head office is in the same département as your previous one.
- Your complete file must be submitted to the clerk's office of the commercial court corresponding to the company's new head office.
Transferring the registered office of an EURL: formalities
Just as you are likely to change your place of residence, a company can also change the address of its registered office. This address is nevertheless an essential component of the company's identity, as it appears on all its official documents: quotations, invoices, purchase orders, delivery notes, business cards, etc.
Your registered office determines the nationality of your company, the country in which it is taxed, and the competent jurisdiction in the event of a dispute. In short, you need to select this address with great care.
An EURL (Entreprise Unipersonnelle à Responsabilité Limitée) is a limited liability company with a single shareholder. Suitable for entrepreneurs wishing to launch a project on their own, this legal status offers genuine day-to-day flexibility and streamlined administrative formalities throughout the life of the company.
Once you have decided to transfer your registered office, you need to update your articles of association and publish a notice in an approved legal gazette. Filing the application with the clerk of the commercial court is the final step before receiving confirmation of the transfer of your registered office.
How do you carry out this procedure without making a mistake?
Find out more in this article!
Step #1: Record your decision to transfer your registered office and amend your articles of association
The first step is, of course, to record your own decision by publishing official minutes. As the sole shareholder, you alone can take this decision. It's a simple administrative formality.
Then it's time to move on to a more delicate stage: modifying your articles of association. This requires real legal skills, so as not to omit any point that could prejudice you or hinder your future endeavors.
Here, you simply need to change the address of your registered office.
If the transfer takes place in a different département, you need to prepare a summary of the head offices occupied in the past and the registries at which the company has been registered.
Step #2: Publish a legal notice in an approved newspaper
Legal publicity of a change of registered office is an unavoidable obligation. The procedure depends on a single question: is the address of your new registered office in the same département as your previous one? If so, a single notice is all you need, published in an approved legal gazette in your département.
If not, you need to publish two notices: one in the département of your original registered office, and the other in the département corresponding to your new registered office.
To be valid, each notice must include the following information:
- The words "Transfer of registered office" must be explicitly mentioned.
- The address of the new registered office, the legal status of the company (EURL, in this case) and its corporate name
- RCS identification number and city of registration
- Indication of the RCS (Trade and Companies Register) where the company will be registered after the transfer.
If your new head office is located in a different département, additional information must be provided:
- Its RCS identification number and the city of registration corresponding to the old and new head offices
- The identity of the persons empowered to bind the company to third parties. In the case of a EURL, this is usually the sole shareholder.
Step #3: Submit your transfer file to the appropriate CFE
It is (finally) possible to submit your complete file to the clerk's office of the commercial court. Start by filling in the CERFA M2 form, and 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 then need to fill in a number of fields to find out important information about your company, such as the transfer date or the identity of the sole shareholder.
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 corresponding to the company's new head office. Proof of occupancy of the new premises is also required.
Changing the address of a company's head office is no mean feat, which is why it' s essential to choose an address that's attractive and that your partners can trust.
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