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Source : Cour de cassation – Base Open Data « Judilibre » & « Légifrance ».

Barreau de Paris Immobilier, sociétés, affaires Fiche CNB avocat.fr
Maître Reda KOHEN, avocat au Barreau de Paris
Maître Reda KOHEN
Avocat au Barreau de Paris

Your French Company Must Move Its Registered Office While You Live Abroad: Transfer Vote, Guichet Unique Filing, BODACC Notice and Kbis Update

Your French company has outgrown its first address. The domiciliation contract in Paris is expiring, the coworking space has closed, or you have finally signed a real lease in Lyon, Bordeaux or La Défense — and you live in London, New York, Dubai or Singapore. Moving the siège social, the registered office of your French company, is not a mere change of address with the post office. It is an amendment of the articles of association (statuts), published in a legal gazette, filed with the court clerk (greffe) through the single online desk, and printed on a new Kbis extract, the official identity card of your company. Miss one step, and your bank, your clients and the French courts will keep writing to an address that no longer exists — while the law treats the old address as your address until the new one is published. This guide walks you through the full procedure as a non-resident founder or director: who votes the transfer, which documents to prepare from abroad, how to file within the one-month deadline, and what happens if the move is never registered.

I. How to decide and document the transfer of your French company’s registered office from abroad

French law treats the registered office as an essential element of the company’s identity. Article L210-2 of the Commercial Code (Code de commerce) provides that “La forme, la durée qui ne peut excéder quatre-vingt-dix-neuf ans, la dénomination sociale, le siège social, l’objet social et le montant du capital social sont déterminés par les statuts de la société.” Moving the seat therefore means amending the statuts, and amending the statuts means a formal decision of the shareholders, taken under the majority rules of your company form, recorded in written minutes, and supported by proof of the new premises. Every step can be completed remotely, but none of them can be improvised.

A. Who votes the move in your SARL, SAS or SA, and how to do it while living abroad

In a société à responsabilité limitée (SARL, the French limited liability company with parts sociales), the Commercial Code gives the transfer its own majority rule. Article L223-30 states that “le déplacement du siège social est décidé par un ou plusieurs associés représentant plus de la moitié des parts sociales.” This is deliberately lighter than the three-quarters majority required for other amendments of a SARL’s articles, because the legislature wanted seat transfers to remain practical. Check your articles first: a clause may require a higher majority, but any clause demanding more than the statute allows for other amendments is deemed unwritten, so read the transfer clause with care. In practice, the non-resident majority shareholder convenes the meeting by registered letter or email if the articles allow electronic convocation, votes by correspondence or videoconference where authorised, and signs minutes that record the old address, the new address, the effective date and the amendment of the relevant article of the statuts.

In a société par actions simplifiée (SAS, the flexible joint-stock company favoured by foreign founders), there is no statutory majority: everything depends on your articles. Article L227-9 of the Commercial Code provides that “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” Most SAS articles give the president (président) the power to move the seat within the same département and reserve distant transfers to a collective decision of the shareholders, sometimes by simple written consultation. If you drafted standard articles at incorporation without thinking about it, now is the moment to read them: a transfer voted by the wrong body can be annulled, and the greffe (the clerk’s office of the commercial court that keeps the trade register) may reject a filing signed by a person without authority. Written consultation by email exchange, electronic signature of the minutes, and a certified copy of the updated articles are all accepted, which means a founder in London or Dubai can complete this stage without boarding a plane.

In a société anonyme (SA, the public-limited-style company), only the extraordinary general meeting can amend the articles. Article L225-96 provides that “L’assemblée générale extraordinaire est seule habilitée à modifier les statuts dans toutes leurs dispositions.” Quorum and majority thresholds apply, and the meeting must be convened with the statutory notice periods. Whatever the form, keep the full paper trail: convocation notices, attendance sheet or consultation log, the signed minutes (procès-verbal), and the restated articles showing the new seat. The one-month filing clock runs from the date of the decision, not from the date you finally gather the documents, so date the minutes precisely and start the next stage immediately. Founders who set up their company earlier will recognise this discipline from the incorporation sequence described in our hub guide on setting up a company in France as a foreign founder: the same rigour on documents and deadlines applies here.

B. Same-court transfer, new-court transfer, and the trap of moving the seat outside France

The procedure published by the French administration on service-public.fr distinguishes two situations, and the distinction drives cost, delay and paperwork. If the new seat stays within the jurisdiction (ressort) of the same commercial court — for example a move from the 8th to the 17th arrondissement of Paris, both under the Paris greffe — you publish a transfer notice in a support d’annonces légales (Shal, the authorised online legal-notice platform that replaced the old paper journal d’annonces légales) for the place of the seat, then file the amendment. If the new seat falls under a different court — Paris to Lyon, for instance — the notice must still be published within one month of the decision, and the company will be struck off the old trade register and newly registered with the new greffe, which issues a fresh registration. In both cases the administration’s procedure for changing a company’s registered office (service-public.fr, procedure F31479) requires the transfer to be declared within one month on the website of the single formalities desk. The transfer notice recorded in the minutes must likewise be published in a Shal for the place of the registered office within one month of the decision, and must contain the mandatory particulars: company name, form, capital, old and new addresses, registration number and the greffe of origin and destination.

Before signing anything, secure the legal right to occupy the new address, because the greffe will ask for it. Three situations cover nearly every foreign-owned company. First, a commercial lease (bail commercial) or professional lease in the company’s name: attach the signed lease or a copy of the title deed if the company owns the walls. Second, a domiciliation contract with an authorised domiciliation company: the contract must be valid on the filing date, and our companion guide on the papers a foreign company must hold at its French seat explains why an expired domiciliation is the single most common cause of rejected filings. Third, occupation of the director’s personal home where the law and the lease allow it: possible, but check the articles and the housing rules first, since some residential leases forbid professional use. Whatever the basis, the proof of occupation joins the filing bundle alongside the minutes, the updated articles, the legal-notice publication certificate (attestation de parution), and the identity documents of the legal representative.

A final warning for founders tempted by a bigger move: transferring the seat of a French company to a foreign country is a different operation altogether, governed by European and international rules, and it can destroy the French company rather than move it. In a ruling dated 5 November 2025 (pourvoi n° 24-13.298), the commercial chamber of the Cour de cassation (France’s supreme court for civil and commercial matters) held, concerning a French SAS that had voted to move its seat to the United Kingdom after Brexit: “Il ne résulte pas de l’article 1844-7 du code civil que le transfert du siège social d’une société immatriculée en France dans un Etat étranger non membre de l’Union européenne, ne disposant pas d’une législation nationale sur le transfert transfrontalier de siège avec maintien de la personnalité morale des entreprises et avec lequel aucune convention internationale n’a été conclue à cet égard avec l’Etat français, emporte de plein droit la disparition de sa personnalité morale et son remplacement par la société de droit étranger constituée selon les formalités applicables au sein de l’Etat étranger, ni la transmission universelle de son patrimoine vers cette dernière.” In that case the French company had been struck off the French register without liquidation, an English company had been incorporated in parallel, and the English entity claimed to continue the French company’s appeal against a liquidation judgment. The Court rejected the claim: the English vehicle was a distinct legal person, no automatic universal transfer of assets had occurred, and the French courts remained competent to place the French company in judicial liquidation. The lesson for a foreign founder is blunt: never vote a transfer of your French company’s seat to a non-EU state without a bespoke cross-border opinion. Within France, by contrast, the transfer preserves the company’s legal personality and registration history; only the address, the competent court and the published records change.

II. How to file the transfer on the Guichet unique and make it enforceable from abroad

Voting the transfer changes the company’s internal rules. Filing it changes reality for everyone else. Since 1 January 2023, all business formalities in France — creation, modification, cessation — pass through a single online desk, the guichet des formalités des entreprises operated for the State, which feeds the Registre national des entreprises (RNE, the national business register) and the local trade and companies register, the registre du commerce et des sociétés (RCS, kept by each greffe). Article L123-33 of the Commercial Code states that “toute entreprise se conforme à l’obligation de déclarer sa création, la modification de sa situation ou la cessation de ses activités auprès d’une administration, d’une personne ou d’un organisme mentionnés à l’article L. 123-32 par le dépôt d’un seul dossier comportant les déclarations qu’elle est tenue d’effectuer. Ce dossier est déposé par voie électronique auprès d’un organisme unique désigné à cet effet.” A seat transfer is a modification of the company’s situation within the meaning of that article: one electronic file, one deadline, and downstream updates to the tax authorities, URSSAF (the body collecting social contributions) and INSEE (which manages the SIREN identification number) flow from it. The RNE itself is defined by Article L123-36, under which “Il est tenu un registre national des entreprises, auquel s’immatriculent les entreprises exerçant sur le territoire français une activité de nature commerciale, artisanale, agricole ou indépendante.”

A. Filing the amendment within one month: the Guichet unique bundle, BODACC notice and new Kbis

The filing bundle for a seat transfer, lodged online within one month of the shareholders’ decision, contains the signed minutes recording the transfer and the amended article of the statuts, the complete updated articles certified by the legal representative, the publication certificate for the transfer notice in the Shal, proof of occupation of the new premises (lease, title deed or domiciliation contract with the provider’s approval), a copy of the representative’s identity document, and, for a move to another court’s jurisdiction, the documents needed for striking off at the old greffe and registration at the new one. Where the destination court differs, two publications may be required in practice — one in each jurisdiction’s Shal — and the service-public.fr procedure details which mentions each notice must carry. Pay the registry fees online; Article L123-54 recalls that “L’inscription d’informations ou le dépôt de pièces au registre national des entreprises fait l’objet de l’acquittement de droits.” Keep every receipt: if the greffe issues an objection (rejet or renvoi), the correction window runs fast, and a founder living abroad who discovers the message three weeks later may already be out of time.

Once the greffe validates the file, publicity follows automatically. Registration changes give rise to a notice in the Bulletin officiel des annonces civiles et commerciales (BODACC, the official gazette for company registrations and insolvency proceedings). Article R123-155 of the Commercial Code provides that “Toute immatriculation donne lieu à l’insertion d’un avis au Bulletin officiel des annonces civiles et commerciales.” and Article R210-8 extends the same BODACC publicity to the formation of the company after its registration The same publicity logic applies to the transfer notices that update the company’s record. Order a fresh Kbis extract as soon as registration is confirmed and check every line: new address, competent greffe, updated lease reference where applicable. The Kbis is the document your bank will demand before updating the account address — and banks dealing with foreign-owned companies are strict, as our guide on opening and keeping a French business bank account from abroad shows. Circulate the new Kbis to the bank, the accountant, URSSAF, the tax office (service des impôts des entreprises), insurers and major clients the same week.

Two related updates are frequently forgotten. First, the register of beneficial owners (registre des bénéficiaires effectifs, RBE): a transfer within the same court’s jurisdiction requires a new beneficial-ownership declaration only if the move coincides with a change in identity, personal address, capital distribution or control of a beneficial owner — but verify the point systematically, because an outdated RBE blocks financing and perfectionist counterparties check it. Second, the company’s own documents: website legal notice (mentions légales), invoices (which must show the registered office), employment contracts referencing the workplace, and the single risk-assessment document. None of these replaces the RCS filing, but all of them reduce the friction that an address change creates with employees, suppliers and administrations. Record the whole sequence in the company’s annual legal monitoring, alongside the recurring duties described in our annual legal calendar for French companies run from abroad, so that next year’s accounts approval and filings use the correct seat from the start.

B. What happens if you move without filing: unenforceability, served judgments and frozen operations

French commercial publicity is not decorative. Article L123-9 of the Commercial Code provides that “La personne assujettie à immatriculation ne peut, dans l’exercice de son activité, opposer ni aux tiers ni aux administrations publiques, qui peuvent toutefois s’en prévaloir, les faits et actes sujets à mention que si ces derniers ont été publiés au registre.” A seat transfer that was voted but never published is therefore unenforceable against third parties and public bodies: you cannot rely on the new address against a creditor, a client or the tax administration, while they remain entitled to rely on the old one. The commercial chamber confirmed the teeth of this rule on 27 November 2024 (pourvoi n° 22-24.511), recalling that “la personne assujettie à immatriculation ne peut, dans l’exercice de son activité, opposer ni aux tiers ni aux administrations publiques les faits et actes sujets à mention que si ces derniers ont été publiés au registre du commerce et des sociétés.” In that case the Court delimited the rule’s scope for notarial deeds, but the principle it restated governs every published corporate change — including your transfer.

The practical consequences arrive in a predictable order. First, correspondence keeps flowing to the old address: tax notices, URSSAF demands, and above all bailiffs’ writs (significations). Under the procedural presumption restated by the second civil chamber on 12 June 2025 (pourvoi n° 22-24.111), “une société, tant qu’elle n’a pas fait choix d’un nouveau siège social, est réputée conserver son siège social au lieu fixé par les statuts et publié au registre du commerce, sous réserve de la preuve de son caractère fictif ou frauduleux.” In that dispute, a real-estate company (SCI) whose registered address appeared on its Kbis had its appeal referral declared void by the court of appeal because a bailiff had reported the company unknown at that address; the Cour de cassation quashed the ruling, holding that the address on the trade-register extract had to be treated as the seat absent proof of a fictitious or fraudulent character. The protection cuts both ways: as long as your new seat is unpublished, opponents may validly serve your company at the old published address, and a default judgment obtained there can become enforceable before you even learn of the case. A founder who discovers the dispute from abroad then faces the choice between an opposition or appeal against the clock and a negotiated settlement from a position of weakness.

Second, the gap between the real seat and the published seat creates its own risk. Article 1837 of the Civil Code provides that “Toute société dont le siège est situé sur le territoire français est soumise aux dispositions de la loi française. Les tiers peuvent se prévaloir du siège statutaire, mais celui-ci ne leur est pas opposable par la société si le siège réel est situé en un autre lieu.” If your teams actually work at the new address while the RCS still shows the old one, third parties may rely on whichever seat suits them, and you may rely on neither. Banks freeze online access pending updated KYC documents, accountants refuse to file VAT returns with inconsistent addresses, and URSSAF auditors treat unreported moves as an indicator of broader non-compliance — a dynamic examined in our guide to URSSAF audits of French companies run from abroad. If the delay is discovered late, the remedy is a regularisation filing without delay: vote or confirm the transfer in proper form if the original minutes are defective, publish the notice, file on the guichet, and notify every counterparty in writing. Late publication does not rewrite history — acts served at the old published seat in the meantime remain valid — but it stops the exposure from growing, restores the company’s ability to rely on its real seat, and reopens normal relations with the bank and the administrations.

Conclusion

Transferring the registered office of a French company from abroad follows a strict sequence: a decision taken by the competent body under the applicable majority — the SARL’s half of the shares, the SAS’s contractually designated decision-maker, the SA’s extraordinary meeting — recorded in dated minutes with restated articles; a transfer notice published in the Shal within one month; a single electronic filing on the guichet des formalités des entreprises within the same month, with proof of occupation of the new premises; then BODACC publicity and a verified new Kbis circulated to the bank, the accountant and the administrations. Until publication, the old published seat governs relations with third parties, service of process lands at the old door, and the real seat cannot be invoked against anyone. Within France the transfer preserves legal personality and registration history; outside the European Union, as the Cour de cassation recalled in November 2025, the operation may create an entirely different legal person with no automatic transfer of assets. Treat the move as the corporate act it is — deliberate, documented and published — and the new address becomes an asset rather than a liability.

Source : Cour de cassation – Base Open Data « Judilibre » & « Légifrance ».

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