Selecting a language will automatically trigger the translation of the page content.

Declaration of transfer of the registered office of an undertaking

Verified 30 January 2019 - Directorate of Legal and Administrative Information (Prime Minister), Ministry of Justice

The head office of a company or civil society corresponds to the address of its effective management (it may however be different from the place of operation or production). It is fixed in the statutes at the time of its creation and may be moved during the life of the company. Any change of address, considered as a transfer of head office, must be reported to the Business Formalities Center (CFE).

The relocation of the registered office constitutes a statutory modification of the company, since it leads to the modification of the address of the registered office listed in the statutes. This statutory change must be the result of a prior decision taken by the organs of the company holding the power.

SARL

In SARL: titleContent, the transfer of the head office may be decided by the manager, subject to the ratification of his decision by the partners representing more than half of the shares, whatever the place of the new head office in France. The relocation of the head office abroad must be decided unanimously.

SA

In the public limited company (SA), the board of directors or the supervisory board may decide on the transfer of the seat throughout the French territory, subject to its ratification by the ordinary general assembly.

The transfer of the seat to another location is the responsibility of the Extraordinary General Assembly.

SAS

Within the simplified share company (SAS), the law does not impose any collective decision. It is the statutes, established at the creation of the company, which determine the competent body. Which may be, for example, the Presidency or any other body established 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 (civil society real estate-SCI, civil society professional-SCP, civil society of means-SCM, civil society of construction-sale, cooperative of use of agricultural equipment-CUMA, group forestry or agricultural land not operating), the change of head office must be voted by the majority by the extraordinary general assembly of the associates of the civil society, as it is previewed in the statutes.

Without provision in the statutes, decisions which go beyond the powers of the manager shall be adopted unanimously by the partners.

The company has1 month from the amending act (e.g. the minutes of the general meeting which took the decision) to publish a notice of amendment in a newspaper of legal announcements (JAL) indicating the new and old place of the head office:

  • if the jurisdiction of the commercial court is not changed, the notice must be inserted in a newspaper of legal notices of the place of business,
  • if the spring is different, 2 notices must be published (the first in the newspaper of legal announcements of the place of departure, the second in the newspaper of the place of arrival of the head office).

The mandatory information in the notice of transfer of a company's seat in the jurisdiction of another court, varies depending on whether the company is commercial or not.

If the transfer of a seat concerns a company holding an authorization or authorization issued by a supervisory authority for the performance of its regulated activity, the diploma, approval or authorization to practice must be attached to the file. Where appropriate, this authorization shall be amended by the new competent authority.

The statutory change must then be reported to the CFE, or to the registry of the commercial court on which the new head office is territorially based.

In order to be registered, the amending act (including the seat transfer decision) must be accompanied by:

  • a copy of the document which decided to transfer the registered office, certified by the legal representative,
  • a copy of the statutes updated, dated and certified by the legal representative as true to the original,
  • from M2 form for a legal person or P2 for a natural person,
  • proof of use of the new premises: title, lease, electricity bills...
  • the publication certificate or the notice published in a legal announcement log,
  • an original power of the legal representative if he has not signed the forms himself.

These formalities can be completed online through the remote services available for:

To small and medium-sized and micro-entreprises, do you have a business project, a difficulty or a question ?

Quick and simple public service: you will be contacted over the phone by one of our experts.

Speak with an advisor on Place des Entreprises