In the course of its existence, a company may change its place of business or transfer its offices to another address. In the case of a company, its registered office is mentioned in its articles of incorporation, or, in the case of a sole proprietorship, on its Kbis. The least you can do is to notify all third parties, public authorities and business partners of the change. How do you go about it? Here's how.
What is a head office?
A company's registered office is its legal domicile. In a way, it's the company's main residence. As a general rule, it's where the administrative and management departments are located, and where mail arrives and leaves.
By definition, a company can only have one head office. The other places it occupies are secondary establishments, agencies or operating headquarters.
The address of the registered office also defines a company's nationality. If the address is in France, even if all production takes place abroad, the company is French and must obey French laws. When a company transfers its head office to another country, it will be subject to the legislation in force in that country.
Where to set up the head office?
In most cases, a company will set up its head office in the premises it occupies, whether as owner or tenant, provided it has the right to do so.
Alternatively, the head office can be located at the manager's home. If the director is a sole trader and a tenant, he will still need to obtain permission from his landlord. Domiciliation of the registered office at the manager's home is sometimes authorized only temporarily (maximum five years), but it can be permanent.
You can also choose to be domiciled on the premises of a domiciliation company approved by the local prefecture. A domiciliation contract is then signed, renewable by tacit agreement.
It is also possible to locate your head office on the premises of another company, usually a subsidiary of the parent company. In this case, a domiciliation contract is not mandatory.
A business incubator can be used as a place of residence, although this is a temporary solution, as the internal regulations often set a time limit of no more than three years.
How do I transfer it?
The registered office is generally indicated in the company's articles of association when it is created. If the company moves, the articles of association must be amended.
As with any change to the articles of association, a strict procedure must be followed:
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For an SARL (limited liability company): the managing director may decide to transfer the registered office, provided he receives the agreement of the partners representing more than half the shares. If the new registered office is outside France, all partners must approve.
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For an SAS: no obligation. The articles of association generally set out the procedures for transferring the registered office.
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For a public limited company: the Board of Directors decides on the transfer at an Ordinary General Meeting. For foreign operations, shareholders must be convened to an Extraordinary General Meeting.
The formalities to be completed afterwards differ depending on whether or not the court of jurisdiction remains the same:
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For a SARL/SAS or SA that remains within the jurisdiction of the same court: modification of the articles of association with a record of the decision, publication in a legal announcements medium (formerly a legal announcements newspaper), declaration to the CFE with submission of a complete file within one month.
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For a SARL/SAS or SA whose new registered office is within the jurisdiction of a different court: the formalities are the same, but the file to be submitted to the CFE must also include an extract from the RCS register, less than 3 months old, issued by the former registry, and a list of the company's successive registered offices.
The formalities for sole proprietorships wishing to move are simpler. All you need to do is declare your change of address to the clerk's office of the commercial court or to the CFE (Centre de formalités des entreprises) responsible for your new address. You can fill in the P2 change of address declaration form online. Proof of occupancy of the new premises may be required.
For micro-entrepreneurs and self-employed sole traders, a change of address in no way requires deregistration.