2023-06-26 10:03:03
Article produced by legal experts. The editorial staff did not participate in its realization.
Headquarters: What is it?
A company’s head office is where its management is located. It may differ from where the business operates. This is one of the mandatory mentions of the legal statutes of a simplified joint-stock company (SAS).
The registered office is of legal importance since it informs third parties about the geographical location and the nationality of the company, while determining the territorial jurisdiction of the registry of the commercial court, also called the jurisdiction.
Finally, when the company is created, the registered office is determined in its articles of association. The decision to transfer the registered office then entails a modification of the company’s articles of association. These should be updated to reflect the address of the new head office.
How to make a transfer of registered office within the same jurisdiction?
The transfer of a company’s registered office involves several steps:
Step 1: Convening of an Extraordinary General Meeting (AGE)
In an SAS, the decision to change the address of the company must be taken by the competent body designated by the articles of association. Most often, the transfer decision can be taken at an extraordinary general meeting of shareholders, convened for this purpose. The decision must be voted by the majority and quorum provided for by the statutes of the company.
The commercial code leaving flexibility for an SAS, the statutes can specify other methods for this type of decision. For example, the manager or a management body specified in the articles of association can decide to change the address of the company’s headquarters.
Step 2: Drafting of the seat transfer report
At the end of the extraordinary general meeting of shareholders, the chairman must draw up minutes.
Indeed, the drafting of a registered office transfer report is necessary to document and formalize the decision taken by the shareholders or the managers of the SAS to change the address of its registered office.
It is a legal document that attests to the decision and the procedure followed.
Step 3: Updating the company’s articles of association
Once the decision has been taken, the legal representative of the SAS modifies the statutes of the company. It will be necessary to replace the old address of the head office with the new address where the head office will be established following the transfer.
Step 4: Publication of a legal announcement in a JAL of the department
When there is a transfer of registered office, it is mandatory to publish a notice in a journal of legal announcements (JAL), paper or online, in order to inform third parties. This notice must appear in a medium authorized to receive legal announcements (SHAL) distributed in the department of the head office. The text of the legal announcement must contain some of the mandatory information:
The name of the company: its corporate name
Its legal form: SAS
The addresses of the old and new registered office;
The SIREN number and the city of the trade and companies register (RCS).
Note: unlike a transfer of the registered office to another legal jurisdiction which requires two publications of legal notices, a transfer of the registered office within the same legal jurisdiction requires only one publication of a legal notice.
For any modification, such as a transfer of registered office, the legal announcement is priced according to the number of characters. In 2023, this rate varies between 0.179 euro excluding tax and 0.232 euro excluding tax, depending on the department of the company’s head office.
Step 5: Complete the formality of the registered office transfer on the one-stop shop platform
Once the general meeting has validated the decision to transfer the registered office, the articles of association have been updated and the legal announcement has been published, you must submit a modification file on the portal of the one-stop shop. You have a maximum of 30 days from the date appearing on the minutes of the EGM to carry out the formality at the electronic one-stop shop for business formalities.
This folder includes the following:
The minutes, certified true by the body that took the decision to transfer and modify the statutes;
Proof of occupancy of the new premises (title deed, energy or telecom bill, etc.);
The articles of association updated and initialed by the shareholders;
The certificate of publication of the legal announcement.
The formalities carried out on the Single Window as for the transfer of the registered office are taken care of by various competent authorities which act as validators
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