Changing a business' headquarters - You run a SARL

Verified 13 novembre 2024 - Directorate of Legal and Administrative Information (Prime Minister), Ministry of Justice

Your situation

  • You run a SARL
  • The new seat is within the jurisdiction of another court
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The head office may be moved to one of the following locations:

  • Residence of the legal representative of the business
  • Business premises
  • Premises rented jointly by several companies

The move of the head office requires filling several formalities.

1. Amendment of the Statutes

The transfer of the registered office implies a amendment of the statutes company.

This statutory amendment may take place in one of the following two situations:

  • One decision of one or more members representing more than half of the shares.
  • One sole manager's decision : the manager must subsequently have his decision approved by the extraordinary general meeting of the partners. Otherwise, the transfer decision is invalid.

In either case, the decision must be recorded in a written record.

2. Publication of the transfer

The transfer of registered office recorded in the minutes must be published in a legal listing support of the place of registered office, within a period of1 month from the date of the decision.

You must publish 2 reviews, the first in a legal advertisement medium of the place of the former head office and the second in a medium of the new head office.

Notices of transfer of registered office must contain mandatory particulars following:

  • Mention of seat transfer: indicates the new and old location of the seat.
  • Name of company followed, if necessary, by the initials of the business
  • Legal form of the business
  • Amount of share capital
  • Address of registered office
  • Unique identification number of the company
  • Endorsement " SCR: titleContent” followed by the name of the city in which the registry registering the business is located
  • Mention of the SCN where the business will be registered following the transfer of its registered office
  • Identities of persons with general power to engage the business: surname, forenames, domicile

3. Reporting of the transfer

The transfer of registered office must finally be declared within the1 month, on the website of the company formalities office :

Company Formalities Window

When reporting, you must submit the supporting documents following:

  • Copy of the decision to transfer the registered office
  • Dated copy of the updated Statutes
  • Proof of use of the new premises: title, lease agreement, electricity bills...
  • List of successive seats of the business since its registration: signed by the legal representative
  • Certificate of publication of the notice in a legal listing support

FYI  

If the change of registered office results in a change in beneficial ownership, it must also be declared on the formalities window.

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