Just like someone can move during their life, a company can also change its registered office address.
It determines the nationality of the company and, consequently, the law applicable in the event of a dispute.
It's also a legal element that makes it easy to identify the competent court.
It is also the company's registered address.
An EURL (single-member limited liability company) is a SARL with only one partner.
Suitable for entrepreneurs wishing to launch a project alone, this status offers great day-to-day flexibility and simplified administrative procedures.
Once the decision to transfer the registered office has been made, it is necessary to update the articles of association and publish a notice in a legal announcement journal.
Submitting the file to the administration can then lead to the actual relocation of the registered office.
Strictly following the procedure is essential to avoid wasting time and to make the transition smoothly
Before this step, the sole partner must formalize their decision by publishing a report.
It is then up to him to publish a new version of the articles of association certified to be compliant with the clause relating to the updated registered office.
If the move is to a different department, you'll need to include a summary of all the previous registered office addresses and the registry offices where the company was registered.
The formalities to be completed during this step depend on the address of the new registered office
If it is located in the same department as the previous one, it is necessary to publish only one transfer notice in a legal gazette of the department concerned.
This must include the following elements:
- The mention of the transfer of the registered office must be explicitly mentioned
- The address of the new registered office, the company's legal status, and its company name.
- Its identification number with the RCS and the city of registration
- Indication of the RCS (Trade and Companies Register) where the company will be registered after the transfer.
If it takes place in another department, two transfer notices are absolutely necessary.
The first announcement must be published in the legal announcement journal of the original department, and the second in that of the destination department.
In this case, 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 individuals authorized to commit the company to third parties. Most often, this is the sole partner in a single-member limited liability company (EURL).
You need to fill out the CERFA M2 form and submit it to the administration.
Don't forget to clearly indicate that it is a registered office transfer in the first section.
In box number 12, you need to tick the 'closed' box for your old registered address.
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, the updated articles of association, the transfer notice, and the M2 form (in triplicate) must then be filed with the registry of the commercial court corresponding to the company's new registered office.
Proof of occupancy of the new premises is also required.
Changing a company's registered office has consequences
First of all, the CFE (Contribution Foncière des Entreprises - Corporate Property Contribution) is calculated according to the place of domiciliation. It is therefore necessary to fill in form 1447-M-SD to adapt the calculation of your contribution.
Finally, don't forget to change your registered office address on all official documents (quotes, invoices, delivery notes, legal notices on the website, marketing materials, etc.).
Moving the registered office of a sole proprietorship (EURL) isn't a simple thing, and requires some thought to find the best possible address.
Strict compliance with the procedure in force is essential in order to ensure a smooth transition and avoid unnecessary expenses incurred to the detriment of other investments.
Written by our expert Paul LASBARRERES-CANDAU
September 12, 2018
