Are you the head of a Société par Actions Simplifiée or SAS, and looking to transfer your registered office? You've come to the right place!
A company's registered office is its administrative and tax address. It is written into the articles of association when the company is created, and can be changed.
The choice of such an address is of legal importance, as it will determine the laws to which the company will be subject, depending on the territory in which it is located.
Transferring a company's registered office involves changing its administrative, tax and legal address, and is therefore a very important act, involving a change in the company's articles of association, which must be carried out with care.
Focus today on transferring the registered office of an SAS!
In the case of an SAS, as with most other legal forms of business, decisions concerning the change of registered office must be set out in the company's Articles of Association.
The form that the decision to transfer the registered office must take is neither fixed nor obligatory: in the final analysis, it all depends on what was decided when the articles of association were drawn up.
They must therefore specify which body is competent to take the decision to transfer the registered office, as well as the terms and conditions of such a decision.
That's why drafting your articles of association requires careful attention and precision.
As for decision-making procedures, unlike most other legal forms, there is nothing compulsory for an SAS.
For a SAS, there is no obligation to take collective decisions at a General Meeting, even when it comes to amending the company's Articles of Association, unless this is specified in the Articles of Association.
If such a collective decision is then made compulsory through the Articles of Association, it is also necessary to specify the minimum number of votes required to validate the decision, as well as the majority conditions.
Once this decision has been taken, a number of formalities need to be completed to confirm the change of registered office. These must be carried out at the CFE or Centre de Formalités des Entreprises.
First and foremost, you need to be sure you can move.
You will need to enclose proof of occupancy of the new premises, or of the new address if the company uses the services of a domiciliation company.
The second step is obviously to amend the articles of association. You need to submit a copy of your amended articles of association to the CFE, together with the minutes of the change of registered office.
Finally, in order to carry out the move, it will be necessary to complete certain formalities relating to the transfer itself
This will inform the CFE and the Greffe du Tribunal de Commerce in your department:
- First of all, you'll need to publish a notice justifying the change of address of your registered office , in a JAL or Journal d'Annonces Légales. This notice must indicate the old and new addresses. This publication must be made within one month of the decision to transfer the registered office.
- Next, you'll need to send your complete application for a change of registered office to both the CFE and the Greffe du Tribunal de Commerce. This file must include a completed and signed M2 modification form.
Finally, if you wish to transfer your registered office to another département, there are a number of steps that are different from a transfer within the same département.
- First of all, it's important to point out that such a change of department implies doubling the number of publications in JALs. Indeed, one publication must be produced in the department of departure and one in the department of arrival. Publication costs obviously increase.
- Next, you'll need to submit a registration form to the CFE in the new département where the new head office is located. On the M2 form, the company in question will be required to enter all the information concerning the structure's directors, or to state "situation not modified in accordance with the K-BIS extract ".
- Finally, once the registration file has been sent to the Registrar of the Commercial Court corresponding to the new registered office , the change is entered in the RCE or Registre du Commerce et des Sociétés. The old Registrar is then notified by the new Registrar of the correct registration, enabling the new Registrar to deregister the old registered office.
Choosing your headquarters is a strategic decision
Entrepreneurs have a number of options available to them: domiciling their registered office in commercial premises, in a domiciliation company or in their own home. It's a decision that needs to be carefully thought through to limit the costs and procedures involved in relocating a head office.
Written by our expert Quentin Moyon
May 28, 2018
