Changing a business' headquarters - You run a SCI

Verified 20 février 2023 - Directorate of Legal and Administrative Information (Prime Minister), Ministry of Justice

Your situation

  • You run a SCI
  • The seat remains within the jurisdiction of the same 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.

The law does not impose no specific rules to decide on the transfer of the registered office. The quorum, the number of votes required and the body competent to take the decision shall be determined by the statutes when the business is created.

They may be one or more managers or partners meeting in meetings.

However, if nothing is provided for in the Statute, the decision must be taken unanimously associates.

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.

The notice 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
  • 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, in one of the following ways:

  • on the website of the company formalities office

Company Formalities Window

  • on the Infograft website (until June 30, 2023)

Infograft

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...
  • 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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