Just as a person can move during his or her lifetime, a company can also change its registered office address.
It thus makes it possible to determine the nationality of the latter and consequently the applicable law in the event of a conflict.
It is also a legal element that makes it easy to identify the competent court.
This is also the company's administrative address.
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 status offers considerable day-to-day flexibility and streamlined administrative formalities.
Once the decision to transfer the registered office has been taken, the articles of association must be updated and a notice published in a legal gazette.
Filing the application with the authorities can then lead to the actual relocation of the registered office.
Strict adherence to the procedure is essential to avoid wasting time and to ensure a smooth transition.
Before this stage, the sole shareholder must formalize his decision by publishing minutes.
It is then up to him to publish a new version of the certified articles of association with the updated registered office clause.
If the transfer is to another département, a list of previous head offices and registries must be attached.
The formalities to be completed at this stage depend on the address of the new head office
If it is located in the same département as the previous one, only one transfer notice needs to be published in a legal gazette in the département concerned.
In particular, it must include the following information:
- The transfer of the registered office must be explicitly mentioned.
- The address of the new registered office, the legal status of the company 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 it takes place in another département, two transfer notices are absolutely necessary.
The first must be published in the legal gazette of the département of origin, and the second in that of the département of destination.
In this case, additional information is required:
- 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.
You need to fill in the CERFA M2 form with the administration
Don't forget to clearly state that this is a transfer of headquarters in the first box.
In box 12, check the "closed" box for your former head 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, the updated articles of association, the notice of transfer and the M2 form (in triplicate) must then be filed with the clerk 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 is not without consequences
First of all, the CFE (Contribution Foncière des Entreprises) is calculated according to your place of residence. It is therefore necessary to complete form 1447-M-SD to adapt the calculation of your contribution.
Finally, don't forget to change the address of your head office on all official documents (quotes, invoices, delivery notes, website legal notices, marketing materials, etc.).
Transferring the registered office of an EURL is therefore not a trivial act, and requires careful consideration in order to target the best possible address.
Scrupulous compliance with the current procedure is essential to ensure a smooth transition and avoid unnecessary expenditure at the expense of other investments.
Written by our expert Paul LASBARRERES-CANDAU
September 12, 2018
