Transferring the Registered Office of a SARL

Transferring the registered office of a French company is simpler than most founders expect for a move within France, and materially harder for a move abroad. For a SARL, the manager can decide a transfer anywhere within French territory, subject to ratification by shareholders holding more than half the shares. A move outside France is a different animal: it changes the company's nationality and needs the unanimous agreement of every shareholder. This guide sets out who decides the transfer, the majority for each route, where a registered office can legally sit, and the publication and registry formalities - which differ depending on whether the new office stays within the same court registry or crosses into another.

Who decides to transfer the registered office of a SARL

A transfer of the registered office changes the articles, so in principle it belongs to the shareholders. French law then hands the manager a significant shortcut for domestic moves. The manager (gérant) can decide to move the registered office anywhere within French territory, provided the decision is ratified by shareholders, meeting in a general meeting, holding more than half the shares. If that majority is not reached, and unless the articles say otherwise, the shareholders are convened or consulted a second time, and the decision is then taken by a majority of the votes cast, whatever the number of voters.

Where the shareholders decide the transfer themselves rather than ratifying the manager's decision, the same threshold applies: more than half the shares carries it. For a SARL formed after 3 August 2005, the articles can require a higher majority, but they cannot demand unanimity. If the articles allow it, the decision can also be taken by written consultation or by the unanimous consent of all the shareholders recorded in a deed.

This is a deliberate exception to the general amendment rules. Most changes to the articles run through the extraordinary majority - two-thirds or three-quarters depending on the company's age - but a domestic office transfer, alongside a capital increase by incorporation of reserves, is carried by more than half the shares. The reason is practical: a company should be able to relocate within France without assembling a reinforced majority every time.

A minority shareholder who blocks a domestic transfer for a purely personal reason risks being found to have abused their minority position. Where a minority shareholder voted against moving the office only because the new address was further from their home - forcing the company to keep a fictitious registered office in a town where it no longer had any real activity - the opposition was held abusive. The right to vote against a transfer is not a right to hold the company's address hostage to personal convenience.

Where a registered office can legally sit

Before moving the office, the company has to be sure the new address qualifies. A registered office is normally fixed in premises the company holds as owner, tenant or sub-tenant. Where the company has no private premises of its own, it can use collective domiciliation - premises shared by several businesses under a domiciliation arrangement.

The manager's home is a common and lawful choice, with one geographic qualification. Where the manager's home is not in a town of more than 200,000 inhabitants and not in the Hauts-de-Seine, Seine-Saint-Denis or Val-de-Marne departments, the SARL can put its registered office there, receive clients and carry on its activity without restriction and without any time limit. Inside those larger towns and departments, converting residential premises to commercial use needs the mayor's prior authorisation, and in the Île-de-France region the extension of office and industrial premises is restricted.

Using a domiciliation provider for the new office

Where the new office is at a domiciliation provider, the arrangement has to meet specific conditions, and a founder relocating to one should check them before committing. The collective domiciliation must be the subject of a written contract between the SARL and the provider, who has to be the owner of the premises or hold a lease authorising the collective domiciliation of third parties. The contract must run for at least three months, renewable by tacit renewal, and it has to be mentioned on the trade and companies register - presented with the registration application - together with the provider's name and the reference of its prefectoral approval.

The provider must hold a prefectoral approval for its activity, renewable every six years, and be itself registered on the trade and companies register throughout the domiciliation. It must make available premises with a room able to ensure the necessary confidentiality, allowing the company's management bodies to meet regularly and its books and records to be kept and consulted. In turn, the SARL undertakes to use the premises effectively and exclusively as its registered office and to tell the provider of any change to its activity, legal form, purpose, or to the identity and home address of those with authority to bind it. A provider that domiciles far more companies than its premises can genuinely house does not meet these obligations - a single small room cannot lawfully be the seat of dozens of companies. The point for a relocating company is that a cheap domiciliation with a non-compliant provider is a weak foundation for the seat; the provider's approval and capacity are worth verifying before the office moves there.

The five-year temporary domiciliation route

Where the company and its manager do not meet the conditions for permanent domiciliation, a five-year temporary domiciliation at the manager's home remains available. The legal representative can put the registered office at their home for a period that cannot exceed five years from the company's creation, nor go beyond the legal, contractual or judicial term of the occupation of the premises. This route is open even where the lease or the co-ownership rules forbid the activity - but to use it, the company must, before filing its registration, notify the landlord, the co-ownership syndicate or the building's representative in writing of its intention to do so.

The temporary route carries an expiry mechanism. Three months before the five years run out, the court registrar invites the manager to supply the address of the new registered office; failing regularisation, the registrar strikes the company off. The temporary domiciliation cannot change the building's use or trigger the commercial-lease regime, and if the manager moves house, the office can follow to the new address for the balance of the five-year period or the term of the new lease, whichever ends first - with a fresh notification to the new landlord or syndicate.

A subsidiary has an easier path. A company and its subsidiary can share the same premises, where one of them has the use of them, without concluding a collective-domiciliation contract; a simple attestation from the parent that has the use of the premises is enough for the register. Where the premises are leased rather than owned, the lease has to be read with care - some leases prohibit any sub-letting, domiciliation or making-available, even temporary, in which case the landlord's prior agreement is needed.

Transferring the registered office abroad

Moving the registered office outside France is not a formality; it is a change of the company's nationality, because the company would lose its French nationality. That change requires the unanimous agreement of all the shareholders. A qualified majority - even three-quarters or a near-total block - cannot carry it. A decision to move the office abroad taken without unanimity can be annulled at the request of any interested party.

The unanimity requirement reflects what is at stake. A shareholder who signed up to a French company, governed by French law and the French courts, cannot be forced by a majority into a company governed by another legal system. Where the company has a statutory auditor, note that the auditor's mandate continues until the transfer is effective - that is, until the company is registered in the host state and struck off in France - so the auditor's permanent duties, including the alert procedure and the reporting of irregularities, survive right up to that date.

The consequences of the move flow from what the seat controls. Because the registered office fixes the applicable law, the courts competent for actions against the company, and the place where publicity formalities are carried out, moving it abroad changes all three: the company leaves French law, French courts cease to be the natural forum, and the French publicity regime no longer governs it. That is why the law treats an abroad transfer as a change of nationality rather than a mere address change, and why it reserves the decision to unanimity. A related point catches groups by surprise: a subsidiary of a foreign parent that keeps its registered office, principal establishments, management and operation in France is a French company and, on that basis, benefits from the French commercial-lease regime - so where the real centre of the business sits has consequences well beyond the register.

For international groups weighing where to anchor a French operation, this is a structural point to settle at the outset. It is far easier to choose the right jurisdiction and the right entity at incorporation than to move a French SARL's seat across a border later, when every shareholder holds a veto over the move. If a cross-border relocation is genuinely in view, the mechanics - securing unanimity, timing the French strike-off against the host-state registration, and managing the auditor's continuing mandate through the transition - need to be planned as a project, not handled as a filing.

Formalities for a transfer within the same court registry

Once the transfer is decided, the company has to make it effective against third parties, and the steps depend on whether the new office stays within the same commercial-court registry (greffe) or moves to another. A move within the same registry is the lighter of the two.

The notice published in a legal-notices medium of the office's department states that the office has been transferred, and is signed by the manager. The file lodged with the registry - through the single-window business portal (Guichet unique) since 1 January 2023 - must contain the transfer decision certified as a true copy by the legal representative, the updated articles certified as a true copy, the documents proving the right to occupy the new office (lease, domiciliation contract, electricity or telephone bills), the attestation that the legal notice was published, and, where relevant, a signed authority from the legal representative.

Where the company was already registered within the same court's area, the change is handled as a transformation of the existing registration rather than a fresh one. The registration formality with the tax office is not compulsory where the transfer does not change the company's nationality. For 2024, the flat-rate tariff for a registered-office transfer is €106 (€123 for Réunion and Mayotte).

Formalities for a transfer to another court registry

A transfer that crosses into another registry's area is heavier, because it needs two publications and a fresh registration. The notice in a legal-notices medium of the old office's department states that the office has been transferred. A second notice, in a legal-notices medium of the new office's department, states that the office has been transferred and reproduces the corporate name and any acronym, the company form, the new registered-office address, and the manager's surname, usual first name and home address. That second notice must also carry the company's unique identifying number with the "RCS" mention and the town of the registry where the old office was registered, plus the registry where the company will now be registered.

The registrar of the new office checks that both legal-notice insertions have been made. Within one month of the transfer decision, the following is sent to the registry of the new office's court: the transfer decision certified as a true copy, the updated articles certified as a true copy, an annex to the articles listing the previous registered offices and the registries where the company was registered together with the date of the last transfer, the documents proving the right to occupy the new office, the attestation of publication, and, where relevant, a signed authority.

Because the office has moved into another registry's area, the company must apply for a new registration at the commercial-court registry of the new office's area. The flat-rate tariff is the same €106 (€123 for Réunion and Mayotte) as for a same-registry transfer. The move is not effective against third parties until these publication and registration steps are complete, so the sequence - decide, publish in both departments, file within one month, re-register - has to be run in order.

Updating the register after transferring the registered office

The particulars on the trade and companies register must always match the company's real situation. A registered-office transfer is one of the events that must be declared by a modificative entry, applied for through the single-window portal within one month of the act or event that makes the correction necessary. The list of declarable changes expressly includes a transfer of the registered office, whether within or outside the registry's area.

An updated, consolidated copy of the articles - certified as a true copy by the legal representative - goes in with the transfer. The consolidated articles reproduce the whole set of provisions in force; there is no need to reproduce the signatures or to flag on the cover page which clauses changed, but the legal representative must certify the updated articles as a true copy.

Giving inaccurate or incomplete particulars in bad faith to obtain a modificative entry is a criminal offence, punishable by a €4,500 fine and six months' imprisonment, and the court can bar the person from certain commercial elections for up to five years. A transfer that also changes who ultimately controls the company brings a parallel obligation: the beneficial-owner declaration must be updated within 30 days of the event. For a straightforward change of address that leaves control untouched, that second clock does not run - but the one-month RCS deadline always does.

Common mistakes when transferring the registered office

The recurring errors are procedural, and each one leaves the transfer exposed. Treating an abroad transfer as an ordinary amendment is the most serious: without unanimity, the move is open to annulment by any interested party, and a company that has already begun operating from the new seat is exposed until the defect is cured.

The second is missing the two-publication rule on a cross-registry move. Publishing only in the new department, or only in the old, leaves the transfer incompletely published, and the registrar of the new office checks for both insertions before completing the registration. The third is treating a cross-registry transfer as a mere update rather than a new registration - the company has to re-register at the new court, not merely amend the old entry.

The fourth is the occupation proof. The registry wants documents showing a real right to occupy the new office - a lease, a domiciliation contract, utility bills - and a transfer to premises the company cannot show it is entitled to occupy will stall. Where the office is being moved to the manager's home, the geographic conditions and, in the larger towns and departments, the mayor's authorisation have to be in hand before the move, not sorted out afterwards. Finally, the one-month RCS deadline runs from the decision, not from the day the company gets round to filing, so a decision taken and then left on a desk quietly burns the window.

Why the registered office matters before you transfer it

The registered office is more than an address on the letterhead. It fixes three things at once: the law that governs the company - companies with their registered office in French territory are subject to French law - the place where the legal publicity formalities are carried out on formation and throughout the company's life, and the courts competent for all legal actions concerning the company. A transfer moves all three, which is why the seat, and any change to it, deserves care rather than treatment as a clerical update.

There is a subtlety that protects third parties. Outsiders can rely on the statutory seat - the address in the articles - but the company cannot set that statutory seat up against them if its real seat is somewhere else. The statutory address has to correspond to the place where the company's management activities are effectively carried on. It can differ from the place of material operation, but the courts assess whether a seat is real or fictitious on all the indicators: where the accounts are kept, where the main contracts are signed, where the general meetings regularly take place. A post-office box does not meet the legal criteria and cannot serve as a registered office.

Tax follows a related but distinct logic. Company tax is assessed at the place of the company's principal establishment, but the administration can instead designate the place of the company's effective management or its registered office, in cases where taxing at the principal establishment would cause serious difficulty. For a founder relocating a French SARL, the practical message is that the paperwork seat and the operational reality need to line up - moving the registered office to an address where no management happens invites a challenge to the seat as fictitious, and can affect where the company is taxed.

Transferring the office versus opening a secondary establishment

Founders relocating part of their operation sometimes reach for a registered-office transfer when what they need is a secondary establishment. The two are different filings with different consequences, and choosing the wrong one creates avoidable work.

A secondary establishment, for register purposes, is any permanent establishment distinct from the registered office or the principal establishment, run by the registered company, an employee, or a person with the power to bind the company towards third parties. It implies a degree of operational independence and has to be run by someone - subordinate to the seat - with decision-making power. Opening one requires, within one month before or after opening, a secondary registration where the company is not already registered at the registry of the establishment's area, or a complementary entry where it is. Each registered secondary establishment gets a fourteen-digit SIRET number, the first nine digits being the company's SIREN.

The distinction matters when you are deciding how to structure a move. If the company is genuinely relocating its head office and management, that is a registered-office transfer, with the majority and publication rules set out above. If it is keeping its seat and opening a new operating site elsewhere, that is a secondary establishment - no change to the seat, no transfer majority, but its own registration formality. Getting this right at the outset avoids filing a transfer that then has to be unwound, or running a de facto second site with no registration behind it.

Frequently asked questions about transferring the registered office

This article states general principles of French law as at its date of publication and is provided for information only. It does not constitute legal or tax advice and creates no lawyer-client relationship. Figures, rates and thresholds evolve; verify them against the texts in force before acting, and take advice on your specific situation.