- Accounting - Management - Finance
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15 minutes - 4 hour(s)
Theoretical penalty(s) of non-compliance subject to the judge's discretion and, where applicable, to certain conditions
- 1 InvalidityInvalidity of legal action
- 1 Damage to reputationRisk of inconsistency with company values - Responsible Governance
Declaration of transfer of the registered office
Scope of application
The relocation of the registered office constitutes a modification of the company's articles of association, since it leads to the modification of the address of the registered office appearing in the articles of association. This statutory modification must result from a prior decision taken by the organs of the company holding the power.
Limited Liability Company ('SARL')
In an SARL, the transfer of the registered office may be decided by the manager, subject to having his decision ratified by the partners representing more than half of the shares, regardless of the location of the new registered office in France. The relocation of the head office abroad must be decided unanimously.
Public limited compaby ('SA')
In a public limited company (SA), the board of directors or the supervisory board may decide to transfer the registered office to the whole of France, subject to its ratification by the ordinary general meeting.
The transfer of headquarters to another location is the responsibility of the extraordinary general meeting.
Joint-stock company ('SAS')
Within the simplified joint-stock company (SAS), the law does not impose any collective decision. The articles of association, established when the company was created, determine the competent body. Which can be, for example, the presidency or any other body created by the statutes.
Only the transformation into a company of another form must be taken collectively by the partners.
Civil society
For any civil society (real estate civil society-SCI, professional civil society-SCP, civil society of means-SCM, civil society of construction-sale, cooperative of use of agricultural equipment-CUMA, forestry group or non-operating agricultural land), the change of registered office must be voted by majority vote by the extraordinary general meeting of civil society partners, as provided for in the statutes.
Without any provision in the articles of association, decisions which exceed the powers of the manager are adopted unanimously by the partners.
Limited Liability Company ('SARL')
In an SARL, the transfer of the registered office may be decided by the manager, subject to having his decision ratified by the partners representing more than half of the shares, regardless of the location of the new registered office in France. The relocation of the head office abroad must be decided unanimously.
Public limited compaby ('SA')
In a public limited company (SA), the board of directors or the supervisory board may decide to transfer the registered office to the whole of France, subject to its ratification by the ordinary general meeting.
The transfer of headquarters to another location is the responsibility of the extraordinary general meeting.
Joint-stock company ('SAS')
Within the simplified joint-stock company (SAS), the law does not impose any collective decision. The articles of association, established when the company was created, determine the competent body. Which can be, for example, the presidency or any other body created by the statutes.
Only the transformation into a company of another form must be taken collectively by the partners.
Civil society
For any civil society (real estate civil society-SCI, professional civil society-SCP, civil society of means-SCM, civil society of construction-sale, cooperative of use of agricultural equipment-CUMA, forestry group or non-operating agricultural land), the change of registered office must be voted by majority vote by the extraordinary general meeting of civil society partners, as provided for in the statutes.
Without any provision in the articles of association, decisions which exceed the powers of the manager are adopted unanimously by the partners.
Description
Transferring the registered office involves a change to the articles of association, which must be declared to the single body responsible for business formalities.
For a change of registered office within the same jurisdiction, one copy of the application must be submitted together with :
For a change of registered office within the same jurisdiction, one copy of the application must be submitted together with :
- a copy of the deed transferring the registered office (ex: minutes of general meeting), certified as true by the legal representative,
- a copy of the updated Articles of Association, dated and certified as a true copy by the legal representative,
- proof of occupancy of the new premises: title deed, lease contract, electricity bills, etc.
- a certificate of publication or notice in a legal gazette,
- an original power of attorney from the legal representative if he has not signed the forms himself.
Note: the company's SIREN number does not change when the registered office is transferred, even when the transfer is to another registry.
For a change of registered office to another jurisdiction, the amending deed must be accompanied by the same documents as for a transfer of registered office within the same jurisdiction. Only two elements differ:
For a change of registered office to another jurisdiction, the amending deed must be accompanied by the same documents as for a transfer of registered office within the same jurisdiction. Only two elements differ:
- two certificates of publication or two published notices;
- a copy of the list of previous registered offices, certified as an original by the legal representative, must also be sent.
Authority
Commercial Court Registries
National Institute of Industrial Property
Responsible(s)
Partner / Manager
