Relocation of company headquarters: legal formalities

Article created by legal experts. The editors did not participate in its production.

What is headquarters?

A company’s registered office is a legal address that indicates where its center of decision-making and administrative management is located. It may differ from the physical location where the business conducts its day-to-day operations.

From a legal point of view, the registered office is of great importance, as it informs third parties about the location and nationality of the company and at the same time determines the relevant local jurisdiction in case of legal disputes connected with this person, especially with the register. commercial court. We are talking about the legal jurisdiction of the company.

When a company is incorporated, the registered office address is precisely defined in its articles of association. Any change of headquarters address therefore requires formalities to amend the articles of association to accurately reflect the new location of the headquarters.

What is a relocation?

Relocation of headquarters is a process by which the company changes its legal and administrative address, which leads to the transfer of the place of operation and management of the company to a new headquarters.

This headquarters relocation can be done to various locations, allowing the company to move:

• within the same department or to another French department;

• outside the European Union;

• In a member state of the European Union.

Note that the Commercial Code distinguishes between two situations regarding the relocation of a company’s registered office: relocation within the same department or to another department. The company’s new address involves slightly different formalities, especially with regard to legal advertising in the Legal Gazette (JAL).

Legal requirements for relocation of the registered office:

Step 1: Call an extraordinary general meeting (EGM) to decide on the relocation of the headquarters

The starting point is the convening of an extraordinary general meeting. This is the convening of all partners/shareholders of the company to the Extraordinary General Meeting (EGM). This general meeting differs from the regular general meeting, the purpose of which is to verify the financial statements for the past financial year. This step is mandatory and allows stakeholders to consider the necessity, implications and details of the headquarters move.

Step 2: Write a report on the decision taken during the Extraordinary General Meeting (EGM)

After the Extraordinary General Meeting (EGM) is held, the company must formally record the decision to relocate its registered office. This is materialized by drawing up minutes that accurately and completely reflect the proceedings, negotiations and, above all, the adopted resolution on the relocation of the headquarters. This official document will serve as a reference for subsequent procedures and provide legally valid proof of the elections made.

Step 3: Update the Articles of Association with the new registered office address

The update of the company statutes takes into account the modification of the registered office address.

Step 4: Post a legal notice in JAL to notify third parties of the transfer

Moving headquarters involves a procedure that requires publicity to the company’s third parties. In this regard, a statutory notice of transfer must be published in the statutory gazette (JAL).

The procedure to be followed depends on the purpose of the transfer, if it is the same department or a different department from the original one:

  • A transfer of headquarters within the same department : If you plan to relocate headquarters within the same department, you must post a statutory notice of headquarters relocation in a single JAL located in the headquarters department for the purpose of informing third parties within one month of signing the decision report.
  • Transfer of headquarters to another department : When a company headquarters is moved to another department, two legal notices must be posted: the first in the JAL department where the headquarters was originally located, and the second in the JAL department that hosts the new headquarters.

As with all legal notices, the publishing platform offers you all media authorized to receive legal notices (SHALs) available in the department(s) affected by your headquarters relocation. The paper JAL or online printing service (SPEL) you choose may be authorized in several departments. Therefore, in case of transfer of headquarters from one department to another, you can publish 2 advertisements in the same JAL.

In 2023, the formality of moving the registered office is part of the category of amending the articles of association of companies. In terms of legal notice rates, the price charged varies depending on the number of characters in the text. Character rates are determined by ministerial decree and differ in 2023 according to 7 levels. It is possible that the price for publishing legal notices of this type of legal arrangement will be fixed, as is the case with other formalities (in particular registration, cancellation, liquidation).

Step 5: Report the HQ move using the change form on the Single Point of Contact website:

A change in the articles of association of the company must be notified to the administration. To do this, you need to complete the procedure for declaring a new establishment online on the Single Point of Contact portal.

To proceed with the transfer of domicile, the necessary documents include:

  • A copy of the protocol on the decision of the general meeting on the relocation of the registered office,
  • Articles of association updated with the new registered address, signed by the partners,
  • proof of use of the new place,
  • One or two confirmations of publication in newspapers with legal notices.

After completing these formalities, you will receive a new Kbis statement with the new address of your head office. It is a single point of contact that gathers information from the register, trade and commercial register (RCS) and national commercial register (RNE). You will need to remember to update all business documents, invoices, quotes, purchase orders, etc.

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