APPENDIX 1-1 (APPENDIX TO ARTICLES A. 123-45, A. 123-47, A. 123-50, A. 134-2)

Articles in this section · 11

Article Annexe IV

French Commercial codeIn force

Updated 4 Nov 2023

AMENDING REGISTRATION APPLICATION
FOR FRENCH LAW COMPANIES

When applying for amending registration, the documents that must be submitted are those requested in the previous appendix and establishing the changes and additions that have taken place.

Where applicable, certificate of publication in a legal gazette or copy thereof, or, for general partnerships or limited partnerships, copy of the insertion.

1. Information relating to the person

1.1. Where the deeds have been filed at the registry before the declaration of amendment, a copy of the receipt of filing.

1.2. registration certificate less than three months old for each of the companies involved in the merger or demerger.

1.3. identification of directors: documents establishing the changes in status provided for in the previous appendix or in 1 of appendix II.

2. Information relating to the establishment

2.1. Opening of an establishment on transfer within the jurisdiction of the same registry.

2.1.1. Transfer of the registered office.

2.1.1.1. Proof of enjoyment of the premises where the registered office is located by any document drawn up in the name of the company making it possible to justify the reality of the address declared.

2.1.1.2. If the legal representative makes use of the option to locate the registered office at his domicile for a limited period, proof of his domicile by any document making it possible to justify the reality of the address declared.

2.1.1.3. Joint occupation of premises: if the registered office is located in premises jointly occupied by one or more companies, copy of the domiciliation contract referred to in articles R. 123-167 et seq indicating the references of the prefectoral authorisation provided for in article L. 123-11-3 and an extract from the domiciliary's RCS or trade register, unless the domiciliary is registered with the same registry or is a French legal entity governed by public law or an association grouping together French legal entities governed by public law.

2.1.2. Transfer of the principal place of business.

Origin of a business acquired or received:

- by purchase, licitation, allotment by way of partition: copy of the registered deed and certificate of publication in a legal gazette or copy thereof;

- by way of donation: copy of the deed of gift;

- by contribution: copy of the contribution agreement and certificate of publication in a legal gazette or copy thereof; for contribution to a general partnership or limited partnership, copy of the insertion;

- by management lease: for the tenant-manager, copy of the management lease contract and certificate of publication in a legal gazette or copy thereof;

- by management-agent: for the agent, copy of the management-agent contract and certificate of publication in a legal gazette or copy thereof;

- under a transfer plan, for the management of the business transferred: copy of the judgment ordering the transfer plan.

2.2 Additional registrations.

2.2.1. Opening of a secondary establishment.

Origin of the business acquired or received:

- by purchase, licitation, allotment by way of division: copy of the registered deed and certificate of publication in a legal gazette or copy thereof;

- by way of gift: copy of the deed of gift;

- by contribution: copy of the contribution agreement and certificate of publication in a legal gazette or copy thereof;

- by management lease: for the tenant-manager, copy of the management lease agreement and certificate of publication in a legal gazette or copy thereof;

- by management-agent: for the agent, copy of the management-agent agreement and certificate of publication in a legal gazette or copy thereof;

- under a transfer plan, for the management of the business transferred: copy of the judgment ordering the transfer plan.

Origin of the business acquired or received:

- by purchase, auction, allotment by way of division: copy of the registered deed and certificate of publication in a legal gazette or copy thereof;

- by donation: copy of the deed of donation;

- by contribution: copy of the contribution agreement and certificate of publication in a legal gazette or copy thereof;

- by management lease: for the tenant-manager, copy of the management lease agreement and certificate of publication in a legal gazette or copy thereof;

- by management-agent: for the agent, copy of the management-agent agreement and certificate of publication in a legal gazette or copy thereof;

- under a transfer plan, for the management of the business transferred: copy of the judgment ordering the transfer plan.

2.3. Mention of an establishment registered in a Member State of the European Community.

Extract of registration.

Mariela Petrova

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Common Questions

Working with a corporate lawyer in France — Q&A

Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.

The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.

We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.

Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.

Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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