Cabinet Kohen Avocats · Paris

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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

You Live Abroad and Your French Company Is Moving: Transfer the Registered Office, Update the Kbis and Keep Tax, Staff and Contracts Running

You formed your French company from London, New York, Montreal, Dubai or Singapore, and now the company has to move. The lease on the Paris office is ending, the domiciliation contract is too expensive, the business is relocating from Lyon to Paris, or the group wants every French entity at a single address in Ile-de-France. From abroad you ask three immediate questions: who has to vote for the move and how do I vote without flying to France, which filings prove the new address within the legal deadlines, and what does the move change for tax, employees, the bank and current contracts. French law treats the registered office, called the siege social, as the legal and administrative address of the company, the place where its management bodies operate, and any change of that address must follow a fixed sequence: decide according to the rules of your company form, publish the decision in a legal announcements outlet, declare the transfer on the online business formalities portal, and then update every administration and counterparty that works from the old address. This guide is written entirely for the foreign founder, foreign director or foreign shareholder who runs a French SAS (societe par actions simplifiee, the flexible French joint-stock company) or SARL (societe a responsabilite limitee, the French limited liability company). It explains the vote in each form, the remote voting tools that work from abroad, the one-month publication and filing deadlines, the difference between a move inside the same court district and a move to another district, the new Kbis (the official extract that proves a company’s registration, issued by the greffe, the court registry office), the beneficial-owners update, and the practical consequences for the tax office, VAT (value added tax, called TVA in French), social bodies, staff, banks and suppliers, with a full section on moves to or inside Paris and Ile-de-France. Every French acronym is explained on first use and every decisive legal statement is anchored to an official source you can open yourself.

I. Vote the move and file the transfer from abroad without blocking the company

A. Who decides the move in a SAS and in a SARL, and how to vote without flying to France

The first step is a decision of the shareholders, and the majority rule depends on the legal form of your company, because moving the registered office amends the articles of association, called the statuts. If you have not yet fixed your structure or if your group holds several French vehicles, our hub guide on choosing between a SAS, a SARL, a branch or a subsidiary in France explains what each form implies for liability, management and taxation, and it remains the reference point for this doing-business-in-France series. In a SAS, the law leaves the decision-making machinery to the articles themselves: 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”, which means your own statuts say who votes on the transfer, with which majority and in which form. Most SAS articles give the power to the collective body of shareholders with a simple or qualified majority, and many allow the president of the SAS (president, the legal representative of a SAS) to move the office within the same department with later ratification, so read that clause before convening anyone. In a SARL, the statute fixes the rule directly: article L223-30 of the Commercial Code provides that “le déplacement du siège social est décidé par un ou plusieurs associés représentant plus de la moitié des parts sociales”, which is a lighter threshold than the three-quarters majority required for most other amendments to a SARL’s articles. The same article adds that any clause demanding a higher majority is deemed unwritten, so a clause requiring unanimity for a SARL seat transfer cannot be enforced against you.

Living abroad does not prevent you from voting or from chairing the process, provided the articles allow remote decision-making. Shareholders outside France typically vote through three channels: written consultation, videoconference or telephone meeting where the statuts authorize them, or a special power of attorney, called a pouvoir special, given to a person present in France. Draft the proxy with surgical precision: name the company and the meeting, state expressly the power to vote the transfer of the registered office, to amend the article of the statuts that states the address, to appoint any person to carry out the filings, and to sign the updated statuts. If the proxy is signed outside France, arrange a sworn translation into French and, depending on the country of signature, an apostille or consular legalization, because the registry officer will read that document and a defective proxy is one of the most frequent causes of rejected transfer files. The minutes of the meeting, called the proces-verbal, must record the old address, the new address, the effective date of the transfer, the amended article of the statuts, and the identity of the person authorized to complete the formalities. Commercial law confirms that a statutory amendment follows the same regularity control as the formation of the company, since article L210-7 of the Commercial Code provides that “Les dispositions des alinéas qui précèdent sont applicables en cas de modification des statuts”. Keep the signed minutes, the updated statuts and the proxy together: they form the documentary chain that the legal announcements outlet, the portal and later the tax office will each ask to see.

B. Publish and file within one month: legal announcement, Guichet unique portal, new Kbis and beneficial-owners update

Once the shareholders have voted, two clocks of one month each start running, and both run from the date of the decision. First, the transfer recorded in the minutes must be published in a SHAL (support d’annonces legales, the authorized legal announcements outlet, formerly called a journal d’annonces legales) for the place of the registered office, within one month of the decision, as the official business formalities page Changer le siege social d’une societe explains step by step. The notice states the company name, its legal form, the share capital, the old and new addresses, the RCS (registre du commerce et des societes, the trade and companies register) number with the city of the registry that registered the company, and the amended article of the statuts. Order the publication from an outlet authorized in the right department: a Paris transfer needs a SHAL authorized in Paris, a transfer to Nanterre needs one authorized in Hauts-de-Seine, and the outlet issues an attestation, the certificate of publication that joins the filing bundle. Second, the transfer must be declared within one month on the Guichet unique, the single online desk for business filings operated on formalites.entreprises.gouv.fr and presented on the Guichet des formalites des entreprises page, which transmits the file to the registry. Commercial law sets this rhythm directly: article R123-66 of the Commercial Code requires “une inscription modificative dans le mois de tout fait ou acte rendant nécessaire la rectification ou le complément des énonciations prévues aux articles R. 123-53 et suivants”, and the registered-office address is one of those registered statements, since article R123-53 of the Commercial Code lists “L’adresse de son siège social” among the details a company declares about itself as a legal person. The portal file contains the minutes, the updated statuts, the SHAL attestation, proof of the new address such as a lease, a sublease authorized by the lessor, a domiciliation contract with an approved provider, or the documents for installing the seat at the director’s home, plus the identity documents of the legal representative. Expect registry and publication fees around forty euros for a standard transfer file, with a cheaper isolated filing of about fifteen euros only where the commune itself imposed a mere relabelling of the street address, which is a different and simpler case.

The formalities differ depending on whether the new address sits in the district, called the ressort, of the same court registry or in the district of a different registry, and this distinction drives the rest of the file. A move inside the same ressort, for example from the 8th to the 12th arrondissement of Paris, keeps the same greffe and the same RCS number, and the beneficial-owners declaration only needs a new filing if the move comes with a change in the identity, personal address, capital distribution or control of the beneficial owners, called beneficiaires effectifs; the portal now always asks the question, and ticking that nothing changed is enough where nothing changed. A move outside the ressort, for example from Lyon to Paris or from Paris to Nanterre, changes the competent registry, triggers a new registration with the new greffe, keeps the SIREN (the nine-digit number that identifies the legal person for life) while the SIRET (the fourteen-digit identifier of each establishment, SIREN plus a five-digit NIC) follows the new address, and obligatorily requires a new beneficial-owners declaration, called declaration des beneficiaires effectifs or DBE, on the portal. The company is entered in the RNE (registre national des entreprises, the national business register): article L123-36 of the Commercial Code provides that “Il est tenu un registre national des entreprises”, to which French businesses register on declaration, and the INPI (Institut national de la propriete industrielle, the French industrial-property office) guidance on modifying a company mirrors the same portal path. Once the new greffe validates the file, it issues the updated Kbis showing the new siege social, and the transfer is published in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette for company registrations). Until publication, be prudent with third parties: the same opposability logic that governs published appointments applies, since article L210-9 of the Commercial Code provides that “La société ne peut se prévaloir, à l’égard des tiers, des nominations et cessations de fonction des personnes visées ci-dessus, tant qu’elles n’ont pas été régulièrement publiées”, so sign new contracts on the new Kbis once you hold it and keep the SHAL attestation available in the meantime. Foreign founders who want a light footprint sometimes install the seat at the French home of the legal representative or with a domiciliation company instead of signing a lease: article L123-11-1 of the Commercial Code provides that “Toute personne morale est autorisée à installer son siège au domicile de son représentant légal et y exercer une activité, sauf dispositions législatives ou stipulations contractuelles contraires”, which means a lease clause or a co-ownership rule that forbids professional use at home can block that option, and a domiciliation contract requires an approved provider and a real right to receive mail and host audits at the stated address.

II. What the new address changes for tax, staff, contracts and daily business

A. Tax office, VAT, social bodies, bank and suppliers: who to notify and what continues by itself

A transfer of the registered office never creates a new legal person: the same SAS or SARL continues, with the same SIREN, the same shareholders, the same contracts and the same debts, only its address changes. That single principle answers most of the anxiety foreign owners feel. Commercial leases, loans, supplier agreements and customer contracts continue automatically because the contracting party has not changed; what changes is the registered address printed on invoices, purchase orders and general terms, and the domiciliation clause for formal notices. Notify in writing, in this order: the bank, because payments, guarantees and the authorized signatories file all reference the Kbis address and a mismatch freezes wire validations and checkbooks; the accountant and the statutory auditor if the company has one, because the VAT returns, the corporation tax returns and the annual accounts carry the address; customers and suppliers with a short amendment letter giving the effective date and attaching the new Kbis once issued; the landlord of the former premises, with the end-of-lease formalities and the handover inventory; and every insurer, since professional liability, premises and vehicle policies attach to a declared address and an undeclared move can complicate a claim. Keep one direct contact line noted on the file, for instance +33 6 46 60 58 22, so that the greffe, the tax office or a social body can reach the person handling the move without waiting for international post to travel back and forth. Invoicing discipline matters from day one: French invoices must show the seller’s registered address, so switch the billing templates, the e-invoicing profiles and the online checkout legal pages on the effective date, keep the old Kbis and the SHAL attestation for the transition quarter, and reconcile the first VAT return after the move line by line, because the tax office reads the address on the return.

On the tax side, the company stays with the same SIE (service des impots des entreprises, the corporate tax office) only if the move stays inside that office’s area; a move to another area transfers the tax file to the SIE competent for the new address, automatically through the register transmission, but verify the transfer with both offices before the next filing deadline rather than assuming it. The VAT number does not change, since the taxable person is unchanged, yet the returns, the intra-Community VAT declarations and the e-invoicing directory entries must carry the new address, and any outstanding VAT credits, refunds or audits follow the company to the new office without restarting. Corporation tax works the same way: no cessation, no immediate taxation of the transfer itself, only the ordinary returns with the new address, while a parallel change of financial year or tax regime, if decided at the same meeting, has its own separate deadlines and should never be mixed into the seat-transfer resolution. The CFE (cotisation fonciere des entreprises, the local business tax assessed per commune where the company has premises) deserves special attention: leaving one commune and entering another closes one CFE file and opens another, Paris rates differ sharply from suburban or provincial rates, and the first CFE bill at the new address often surprises foreign owners who budgeted only the registry fees. On the social side, employment contracts continue untouched, since the employer is the same legal person at a new address; the continuity principle that labour law states for changes in the employer’s legal situation applies here with even greater force, as article L1224-1 of the Labour Code provides that “tous les contrats de travail en cours au jour de la modification subsistent entre le nouvel employeur et le personnel de l’entreprise”. In practice, notify URSSAF (Union de recouvrement des cotisations de securite sociale et d’allocations familiales, the social contributions collection body) through the DSN (declaration sociale nominative, the monthly payroll return) with the new establishment data, update the workplace accident insurance, the occupational health service and the single risk-assessment document, called the DUERP, for the new premises, inform the staff representatives where they exist, and check which DREETS (direction regionale de l’economie, de l’emploi, du travail et des solidarites, the regional labour authority) becomes competent if the move crosses into another region, because inspection files and any ongoing proceedings follow the new territorial authority. Where employees refuse to follow the company to a distant new site, do not improvise: the answer depends on whether the employment contract contains a mobility clause and on the distance and personal circumstances, and a wrongly handled refusal turns an address change into a dismissal dispute, so take advice before notifying the team.

B. Moving to or inside Paris and Ile-de-France: competent registry, practical delays, documents and points of attention

Paris and Ile-de-France concentrate most foreign-owned French companies, and a move that touches the capital follows the same national rules with tighter local practice. The competent registry for an address in Paris is the registry of the Paris commercial court, while addresses in the inner and outer suburbs belong to their own registries, such as Nanterre for Hauts-de-Seine, Bobigny for Seine-Saint-Denis, Creteil for Val-de-Marne, Evry for Essonne, Versailles for Yvelines and Pontoise for Val-d’Oise, so a move from Paris to La Defense or from Boulogne to the 17th arrondissement is a change of ressort with a new beneficial-owners declaration and a new greffe file, even though the truck drives only a few kilometres. In your timetable, count two to four weeks from a complete portal filing to the updated Kbis in straightforward Paris files, longer around the summer and end-of-year court holidays, and add the SHAL publication lead time before filing, because the attestation must already be in the bundle. Paris SHAL outlets apply strict review to the draft notice: company name exactly as on the Kbis, share capital in euros, old and new addresses with postcode, RCS Paris or the former RCS with its city, and the reference of the shareholders’ decision. Proof of the new Paris address gets equally strict reading, and this is where foreign files most often stall: a domiciliation contract must come from a provider holding a valid approval, called agrement, and must state secretarial and meeting-room services rather than a bare mailbox; a lease must be signed or countersigned with the lessor’s consent to sublease where relevant; installing the seat at the director’s Paris home requires the written notice to the lessor or the co-ownership manager described by the statute and fails wherever the lease or the building rules forbid professional use. Prepare the identity bundle early: valid passport of the president or gerant, proof of personal address less than three months old, sworn French translation where the original is in another language, and the signed updated statuts paginated and initialled, because Paris registry officers reject incomplete bundles instead of holding them open, and each rejection restarts the waiting period.

Budget the Paris move beyond the registry fees. Paris CFE rates sit well above most provincial communes, and a company arriving in Paris in the course of the year should provision the new CFE base from the first return rather than discovering it on the bill. Office leases in Paris almost always require a security deposit, a bank guarantee from a French bank and registration of the lease where its duration triggers it, so align the lease start date with the effective date voted by the shareholders and never backdate the transfer to match a lease signed late. Where the company keeps operating at the old site after the vote, for example a shop or a workshop that stays open during the move, declare that site as a secondary establishment, called etablissement secondaire, instead of letting an undeclared place of business subsist, because an undeclared permanent activity address draws payroll, tax and inspection complications that a clean secondary registration avoids. Finally, use the move to clean the file: Paris files often reveal a president who left months ago, a share transfer never published, or beneficial owners never declared, and the new greffe reads the whole history when it opens the transferred file, so regularize those points in the same portal session where the portal allows combined filings, or immediately after. A company that arrives in Paris with a coherent chain of minutes, publications, Kbis and beneficial-owners receipts faces its bank, its investors and any future buyer with a file that inspires confidence, which is precisely what a foreign owner managing from abroad needs most.

Conclusion

Moving a French company to a new address while living abroad is an orderly four-step course, not a single formality: the shareholders vote the transfer under the rule of their company form, with more than half of the SARL shares or under the collective-decision clause of the SAS articles, the decision is published in a legal announcements outlet within one month, the transfer is declared on the Guichet unique portal within one month with the minutes, the updated statuts, the publication attestation and the proof of the new address, and the new registry issues the updated Kbis with publication in the BODACC, accompanied by a new beneficial-owners declaration whenever the move leaves the court district. The company itself continues unchanged, same SIREN, same contracts, same debts, same staff, which is why the second half of the work is notification: bank, accountant, tax office, URSSAF, insurers, customers and suppliers, with invoices, returns and payroll records switched to the new address on the effective date, and the CFE file reopened in the new commune. In Paris and Ile-de-France, add the registry map, the strict proof-of-address review, the approved-domiciliation requirement and the higher local taxation to the same checklist, and allow several weeks from filing to the new Kbis. Run from abroad with a precise proxy, translated and legalized where needed, a dated documentary chain and a reachable contact line on the file, the transfer ends with the company lawfully installed at its new address and no tail of rejected filings, mismatched invoices or undeclared premises left behind.

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

What our clients say

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