Transferring your registered office: How and why do it outside your jurisdiction?

Transferring a registered office out of the jurisdiction: what is involved?

When companies are set up, the formalities they complete make them dependent on a specific commercial court. This dependence is based on the geographical location of the company's head office. Each commercial court covers a geographical area known as a "ressort". Companies located within this jurisdiction depend on this court for every legal decision affecting them. Whentransferring a company's registered office, the new address may change the jurisdiction. This is referred to as an out-of-jurisdiction head office transfer.

Transferring your registered office out of your jurisdiction: how do you go about it?

There are 5 key steps in transferring a company's administrative and legal address outside its jurisdiction:

• Transfer decision
• Publication of a legal notice
• Modification of company bylaws
• Filling in and signing an M2 form
• Drawing up a file to apply for an amendment to the Company Register (RCS)

1. Transfer decision

Before the transfer can take place, it must be submitted to the company's management for approval. This is done by a majority at an Extraordinary General Meeting. The conditions for acceptance of the transfer decision are determined by the legal status of the company (SARL, SASU, SCI...). It is therefore advisable to refer to the articles of association to ensure that the procedure to be followed is correct.

At the end of the general meeting, minutes are drawn up to record the transfer decision. These minutes constitute a certificate of approval by the majority of associates. In particular, it will state that they agree both to the transfer and to the new location.

2. Publication of a legal notice

Once the decision has been taken, the directors must publish a notice of the transfer of the registered office. The purpose of this notice is toinform third parties of the new address of the registered office. It must be published in an authorized legal gazette in the département of the new registered office. A second copy of the transfer notice must also be published in the department of the old registered office.

The notice of transfer of registered office must include certain information. These include

• Company name ;
• Legal form ;
• Share capital ;
• The identity of its directors (surname, first names and address);
• Indication of the former registered office;
• Indication of the new location of the registered office;
• Its identification number with the RCS that registered it ;
• The name of the RCS with which the company will be registered following the change of registered office;
• Mention of the context in which the transfer of headquarters is taking place.

Publication of both notices entitles you to two publication certificates. You'll need them for the rest of the process.

3. Modification of company bylaws

The legal framework for companies requires them to state the location of their registered office in their articles of association. When a decision is taken to transfer this location, it is important that the articles of association are updated. This will ensure that your company does not suffer the consequences of a domicile that does not comply with the law.

To declare a change to the articles of association, go to the electronic business formalities counter or the Infogreffe website.

4. Filling in and signing an M2 form (Cerfa n° 11682*02)

Once these steps have been completed, all that remains is to fill in and sign 2 copies of an M2 form. This is a declaration of company change, signed by the company's legal representative. Make sure you fill it in carefully. Bear in mind that the commercial court clerk's office will reject your application if you make a mistake. And you'd be faced with additional costs.

The M2 form can be downloaded from the business formalities desk.

5. Drawing up an application file for an amending entry in the Company Register (RCS)

The last of the formalities involved in transferring a registered office is to draw up an application file for an amending registration. This must be sent to the clerk's office of the competent commercial court. It must include the following documents

• One copy of the minutes of the general meeting that approved the transfer decision;
• One copy of the company's up-to-date articles of association;
• Certificates of publication in an authorized legal gazette;
• Two completed and signed copies of form M2 ;
• A certified copy of the list of former registered offices by the legal representative;
• Proof that your company has moved into the new premises;
• A power of attorney from the legal representative (if he or she has not signed the documents).

Registry fees for filing vary between 126.16 and 242.16 euros. To this must be added the cost of legal notices, which range from 80 to 200 euros. Please note that these are only approximate prices. The cost of a legal announcement depends on the department in which the JAL is located. It's a good idea to get quotes from different newspapers, so you can choose the cheapest.

Transferring your headquarters out of your jurisdiction: what's in it for you?

There are a number of reasons beyond the control of the partners that may justify transferring the registered office out of the company's jurisdiction (business relocation, moving house, etc.). In addition to these cases of force majeure, there are a number of advantages that tip the balance in favor of transferring the registered office out of the company's jurisdiction.

Enjoy a prestigious address

A company's brand image has a major influence on its commercial activity. A prestigious address presents your company in a better light to customers and suppliers. What's more, a prestigious address means a better business environment. For your company, relocating its registered office outside its home jurisdiction can be a new starting point.

Simplified administrative management

When setting up a business, it is possible for the director to choose his or her home as the company's registered office. This option is designed for companies which, for various reasons, do not have their own premises. If this is your case, considering a domiciliation contract to transfer your head office could simplify your life. You'll enjoy a better work-life balance and benefit from a host of additional services. These include mail management, telephone answering service and office rental.

Avoid the constraints of home regulations

You can only transfer your company's registered office to your home address for a period of 5 years. The sooner you transfer your registered office, the better for your company. However, this time restriction is not the only pitfall you may encounter. Clauses in your lease or the rules of your condominium can also slow down your business. Moving your head office away from your home becomes crucial in this case.