A foreign founder can create and manage a French company without living in France, but the company must still have a reliable French registered office. A domiciliation contract often supplies that address during the launch phase. When the contract expires, is terminated, or is not renewed, the immediate question is not whether the business disappears. The real question is whether the company still has a legally usable address and how quickly its public registration can be brought back into line.

This distinction matters because the registered office appears in the articles of association, the company’s official extract, contracts, invoices, bank records and formal filings. The French Commercial Code also requires a domiciliation provider to inform the registry office when the company’s domiciliation ends. A founder based in London, New York, Dubai or Singapore may therefore face a fast-moving administrative problem without being physically present in France. This article explains the legal effect of expiry, the practical risks for the Kbis (the official company-registration extract), and the sequence for securing a new address through the INPI online formalities portal. It focuses on a French subsidiary or company. A French branch of a foreign company follows a related but different logic, because its French address may be an agency, branch or representation rather than the registered office of a separate French legal person.

The safest approach is to preserve evidence of the ending date, obtain a replacement address before the old right of occupation disappears, and file the change without waiting for a registry notice. The commercial activity can continue, but an address that no longer reflects the company’s rights creates avoidable exposure with the registry, banks, tax administration, employees, customers and creditors.

I. What Happens When a French Company’s Domiciliation Contract Expires?

A. Does the company still have a registered office after the provider ends the contract?

A domiciliation contract is an agreement under which an approved provider makes premises and related services available to a company at a stated address. It is not the same as a lease of commercial premises, and it does not transfer ownership of the address to the company. It gives the company a legal basis for using the premises as its registered office for the agreed period and under the agreed conditions.

The starting point is Article L. 123-11 of the French Commercial Code. Its first paragraph states:

“Toute personne morale demandant son immatriculation au registre du commerce et des sociétés doit justifier de la jouissance du ou des locaux où elle installe, seule ou avec d’autres, le siège de l’entreprise, ou, lorsque celui-ci est situé à l’étranger, l’agence, la succursale ou la représentation établie sur le territoire français.”

In English, a legal person applying for registration must show that it has the right to use the premises where it installs its registered office. The concept is practical: the address must be supported by an actual right of occupation or a legally accepted domiciliation arrangement. The RCS (Registre du commerce et des sociétés, the Trade and Companies Register) and the RNE (Registre national des entreprises, the National Register of Businesses) record the company against that address. The INPI, meaning the Institut national de la propriété industrielle, operates the single online formalities portal through which many changes are filed; INPI is therefore the filing channel, not a substitute for the underlying right to use the premises.

The same provision expressly permits a company to be domiciled in premises shared by several companies, subject to regulatory conditions. That is why a genuine business-centre or domiciliation provider can be used by a foreign-owned French SAS (société par actions simplifiée, a simplified joint-stock company) or SARL (société à responsabilité limitée, a limited liability company). The arrangement remains dependent on the contract and on the provider’s ability to supply the required premises and services.

For a shared address, Article R. 123-167 of the Commercial Code requires a domiciliation contract to support the registration request. The provision begins:

“Toute personne physique ou morale qui installe le siège de son entreprise dans des locaux qu’elle occupera en commun avec une ou plusieurs entreprises présente à l’appui de sa demande d’immatriculation le contrat de domiciliation…”

That wording explains the central effect of expiry. Once the contract has genuinely ended, the company cannot simply assume that the old address remains available because it still appears on its Kbis or because the provider has not yet removed a nameplate. The public entry may remain visible for a period while the registry processes information, but the company’s right to use the address is a separate question. Continuing to present the old premises as the registered office without a new agreement can leave the company unable to prove the legal basis of its address.

The detailed regime appears in Article R. 123-168 of the Commercial Code. The first sentence is precise: “Le contrat de domiciliation est rédigé par écrit. Il est conclu pour une durée d’au moins trois mois renouvelable par tacite reconduction, sauf préavis de résiliation.” The duration, renewal mechanism and notice period must therefore be read in the signed contract. A provider’s email saying that a service is “closed” may be commercially important, but the legally relevant date still depends on the contract, its notice clause, any breach notice and the applicable facts.

The provider also has a statutory reporting duty. Article R. 123-168 provides: “Il informe le greffier du tribunal, à l’expiration du contrat ou en cas de résiliation anticipée de celui-ci, de la cessation de la domiciliation de l’entreprise dans ses locaux.” The greffier is the registry office attached to the competent court. The provider’s notice does not itself dissolve the company. It informs the registry that the company has stopped being domiciled at that address. The company must then regularise its registered-office position.

There is a second warning in the same provision: “Lorsque la personne domiciliée dans ses locaux n’a pas pris connaissance de son courrier depuis trois mois, il en informe également le greffier du tribunal de commerce ou la chambre des métiers et de l’artisanat.” This rule links the address to a functioning mail-receipt process. It does not mean that every foreign founder who travels for three months loses a registered office. It means that a provider who cannot establish that the company is receiving its mail may have an additional reporting obligation. A founder abroad should therefore arrange reliable scanning, forwarding, collection and escalation rather than treat post as an optional service.

The contract also includes the company’s commitment to use the premises effectively and exclusively as its registered office, or, where the head office is abroad, as an agency, branch or representation. Article R. 123-168 states: “La personne domiciliée prend l’engagement d’utiliser effectivement et exclusivement les locaux, soit comme siège de l’entreprise, soit, si le siège est situé à l’étranger, comme agence, succursale ou représentation.” The same provision makes the company responsible for communicating changes affecting its legal form, purpose, and the identity and personal address of people habitually authorised to bind it. A change of director or foreign corporate representative should not be left out of the address-regularisation file.

The provider must also be properly authorised. Article L. 123-11-3 of the Commercial Code, in its current version, opens with the rule: “Nul ne peut exercer l’activité de domiciliation s’il n’est préalablement agréé par l’autorité administrative, avant son immatriculation au registre du commerce et des sociétés.” Ask for the provider’s approval reference and retain the contract, amendments, invoices, notices and proof of payment. A replacement address should be supported by the same type of evidence before it is filed.

Expiry therefore creates a compliance gap, not an automatic corporate death. The company remains a legal person unless a separate dissolution, liquidation, insolvency or court process applies. It may continue trading, invoicing and signing contracts. It does not, however, acquire a continuing right to use premises merely because an old registration has not yet been updated. The immediate objective is to avoid allowing a temporary administrative gap to become a public-registration, service-of-process or creditor problem.

B. What risks affect a foreign founder, the Kbis and company mail?

The first risk is the mismatch between the address displayed in the official extract and the address the company can actually justify. A Kbis is commonly requested by banks, payment providers, customers, landlords, public bodies and counterparties. It is an official extract derived from registration data; it is not a substitute for a valid domiciliation contract. If the company supplies an extract showing an address where the provider no longer accepts mail or legal notices, a compliance reviewer may ask for a current certificate, lease or other proof and identify the mismatch.

The second risk is missed correspondence. The registered office is where formal notices may be sent, including letters from the tax administration, social-security bodies, courts, bailiffs, banks, insurers, employees and commercial creditors. A commissaire de justice, the modern French title covering a bailiff and judicial officer, may use the registered-office address when serving a document. Article R. 123-168 requires the provider to communicate information allowing a judicial officer holding an enforceable title to contact the domiciled person. A foreign founder who discovers the expiry only after a notice has been returned may have to reconstruct whether the notice was validly sent, received, or followed by another procedural step.

The third risk concerns invoices and external documents. Article R. 123-237 of the Commercial Code requires a registered business to show certain information on invoices, order notes, price lists, advertising documents, correspondence and receipts. The listed information includes the unique identification number, the RCS reference and the location of the registered office. The official text states: “Toute personne immatriculée indique sur ses factures, notes de commande, tarifs et documents publicitaires ainsi que sur toutes correspondances et tous récépissés concernant son activité et signés par elle ou en son nom :” It then requires, among other items, “La mention RCS suivie du nom de la ville où se trouve le greffe où elle est immatriculée” and “Le lieu de son siège social.”

An expired address should therefore trigger a controlled document update. Do not change a website footer, invoice template or bank file to a new address before the company has a defensible legal basis for that address. Conversely, do not continue using an address that the company knows it cannot use. Maintain a short transition record identifying the date on which the old contract ended, the date on which the new right of occupation began, and the filing reference for the change.

The fourth risk is confusion between the French company and its foreign parent. A French subsidiary is a separate legal person with its own registered office. A foreign parent’s address, a director’s home abroad, a French coworking desk and a subsidiary’s registered office do not automatically have the same legal role. Article L. 123-11 distinguishes the registered office of a French legal person from a French agency, branch or representation of a business whose head office is abroad. If the proposed solution is actually a branch, the filing must describe the foreign company and the French establishment correctly. A branch cannot be used as a casual label for a French SAS or SARL without checking the chosen structure and its constitutional documents.

The fifth risk is a loss of evidence at the worst time. A founder abroad should download the full contract and any renewal notice, save provider messages in their original form, obtain the provider’s written confirmation of the end date, and preserve the last certificate of domiciliation. If the provider claims breach, retain the alleged breach notice and proof of any cure. If the provider has been acquired or has stopped trading, identify the contracting entity, its approval, its address and the person who can confirm mail handling. These details can matter in an urgent exchange with the greffe, a bank or a creditor.

The sixth risk is delay caused by governance. A change of registered office is generally a change to the company’s constitutional information. Article L. 210-2 of the Commercial Code states: “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.” The articles of association therefore need to be reviewed, and the competent corporate decision must be taken under the company’s form and its own rules. In an SAS, the articles may give the president or another body authority to decide a transfer. In a SARL, the statutory and shareholder rules may require a different approval route. The fact that the founder is abroad does not remove the need to follow the company’s decision-making rules.

Use a power of attorney where appropriate, but make it specific. It should identify the company, the old and proposed addresses, the corporate decision, the filing authority, the ability to answer a registry request, and any authority to sign a domiciliation contract. A broad mandate to “manage the company” may not answer a bank’s or registry’s request for a document relating to the registered office. For documents signed abroad, check whether a certified signature, apostille, legalisation or French translation is required for the particular filing and signatory. The applicable requirement can depend on the country, document and filing route.

Finally, expiry does not excuse a failure to update connected records. Once the new address is accepted, update the bank, payment service provider, tax correspondence address where required, insurance policies, payroll and social-security records, customers, suppliers, domains, website legal notices and contract templates. If the company has employees, a registered-office transfer is not the same as a workplace transfer, but a reliable address remains essential for employer correspondence and recordkeeping. If the company has VAT obligations, the address shown in tax files and invoices should be reconciled with the registration data rather than changed piecemeal.

The practical test is simple: can the company answer all three questions today? First, who has the legal right to use the proposed address? Second, which corporate body authorised the transfer? Third, where will a court, bank, tax officer or creditor reach the company during the transition? If one answer is missing, the filing should be treated as urgent.

II. How Can a Foreign Founder Replace the Registered Office?

A. Which INPI filing, RNE evidence and one-month deadline apply?

Start with a decision tree rather than a form. The company may be able to renew the existing domiciliation, sign a new contract with another approved provider, move into premises it occupies, or use the legal representative’s home within the limits of French law. The correct option depends on the company’s activity, the provider’s approval, the founder’s housing rights, the constitutional documents, privacy concerns and the expected duration of the arrangement.

Renewal. If the provider agrees to renew, obtain a new written contract or a written renewal confirmation that clearly states the company’s name, registration details, address, start date, term, renewal and notice conditions, mail services, meeting-room arrangements and approval reference. A phone call or invoice alone may not be enough to demonstrate the right to use the premises. Check that the contracting entity is the same legal person as the one named in the original contract, or document the transfer between entities.

New domiciliation provider. Before filing, verify the provider’s approval, the exact postal address, the name on the contract, the availability of mail collection and the process for legal notices. Article R. 123-169 of the Commercial Code provides for the domiciliation contract to be mentioned in the RCS. The contract should therefore not be treated as a private document detached from the public registration. Keep the original and a clear PDF ready for an INPI or registry request.

Dedicated premises. If the company has a French office, warehouse or other premises, gather the lease, sublease, licence, ownership evidence or written authorisation that supports occupation. A foreign parent’s lease can support the subsidiary only if the documents establish that the French company is authorised to use the address as its registered office. A parent’s consent, an occupancy certificate and the leaseholder’s authority may need to be joined. This is different from an address that merely receives occasional meetings or mail.

Director’s home. Article L. 123-11-1 of the Commercial Code states: “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.” This can be useful for a foreign founder who has a French home and is the legal representative. It is not a general permission to use any friend’s address, the parent’s address or a property where the director has no right to reside.

Where legislative or contractual restrictions apply, the same article limits the arrangement: “pour une durée ne pouvant ni excéder cinq ans à compter de la création de celle-ci, ni dépasser le terme légal, contractuel ou judiciaire de l’occupation des locaux.” It also requires written notification to the landlord, condominium association or representative of the building in the stated circumstances. Before using a home address, check the lease, condominium rules, local planning rules, insurance and privacy consequences. Article L. 123-11-1 adds that, before the period ends, the company must communicate evidence of its changed situation to the registry, “sous peine de radiation d’office”. This specific rule should not be confused with the separate rules governing the expiry of a commercial domiciliation contract.

Once the solution is selected, prepare the corporate decision. The decision should identify the old registered office, the new address, the effective date, the authority under the articles, the person authorised to complete the INPI formalities and, where relevant, the person authorised to sign the new contract. Adopt updated articles of association showing the new registered office. For an SAS, review the president’s powers and any special approval clause. For a SARL, review the manager’s powers and the shareholder majority rules. If a foreign corporate shareholder must approve the transfer, organise its board or shareholder resolution and its signing formalities early.

The filing itself is made through the INPI single window, which feeds the RNE and the connected registers. The documentary package commonly includes:

• the decision approving the transfer of the registered office;
• the updated articles of association;
• proof of the right to use the new premises, such as a valid domiciliation contract, lease, ownership document or appropriate occupancy authorisation;
• the provider’s approval details where a domiciliation company is used;
• the publication evidence required for the relevant corporate change;
• a power of attorney and identity documents when a representative files for a founder abroad;
• the beneficial-owner information if the transfer also changes a declared beneficial owner’s address, identity, capital holding or control; and
• a clear explanation and supporting evidence if the new address is held by a foreign parent or another group company.

Use the company’s exact legal name, unique identification number, old address and new address consistently in each document. A different spelling of the street, missing floor or incorrect postal code can generate an INPI request and extend the period during which the company is publicly tied to the old address. Ensure that the PDF files are legible, signed where required and accompanied by translations when the filing authority requests them. Keep the submission receipt, request number, uploaded files and every follow-up message.

Timing is critical when the new address falls under another court’s jurisdiction. Article R. 123-72 of the Commercial Code provides that, “En cas de transfert de leur siège, de leur établissement principal ou d’un établissement secondaire dans le ressort d’un autre tribunal”, the legal person applies through the single body and, “dans le délai d’un mois à compter du transfert”, requests the new registration or transformation of its registration. The one-month period should be treated as a filing deadline, not as a period during which the company may postpone securing the address. If the contract ends on 30 September, prepare the new right and corporate decision before that date; do not wait until the end of October to begin.

The transfer may also require a notice in an authorised legal-announcement publication. The official Service-Public page “Changer le siège social d’une société” lists the decision, updated articles, proof of use of the new premises and publication evidence among the documents to prepare. It also explains that a cross-jurisdiction transfer can require two notices. The exact publication route depends on the location and the company’s situation, so keep the publication certificate with the INPI file.

After the new filing is accepted, read the updated RNE data and request a current Kbis. Do not rely only on the email saying that a formalities request has been submitted. Check the new address, the RCS city, the legal form, the director and the company’s principal activity. The old registration record must be connected to the new one. Article R. 123-49 of the Commercial Code describes the coordination after a new registration or transfer: “Dans les quinze jours de la nouvelle immatriculation ou de la transformation, celle-ci est notifiée…” and the former registry office then proceeds with the corresponding removal or entry in its file. The company should still verify the result instead of assuming that an inter-registry notification corrected every related record.

Send the updated extract and address evidence to the bank, tax contacts, insurers, payment providers and key counterparties. Replace the address on invoices, order forms, website legal notices, email signatures, employment documents and customer onboarding files. Maintain a transition folder with the former contract, termination notice, new contract, corporate decision, publication proof, INPI receipt, current Kbis and communications to third parties. This folder can show that the company acted promptly if a registry, bank or creditor later asks why the former address appeared during a particular period.

B. What can you do if the domiciliation provider, greffe or shareholders block the move?

The first response to a threatened termination is written clarification. Ask the provider to identify the contractual clause, notice date, effective end date, reason for termination, mail-handling date and planned notice to the greffier. Ask whether a short transition renewal is available while the new filing is prepared. If the provider alleges unpaid fees or a compliance problem, ask for the exact documents needed to cure it and create proof of payment or transmission. Do not promise facts that cannot be documented. A useful letter separates four issues: whether the contract has ended, whether mail will continue to be accepted, whether the provider has notified the registry, and whether the company can sign a temporary renewal.

If the provider has already notified the greffe, submit the new address filing without waiting for an informal correction. The goal is to create a clean chain between the old address and the replacement. If the provider’s notice contains an error, send evidence of the correct end date to the provider and the relevant registry contact, but assume that a correction request will not itself preserve an expired right to occupy the premises. A disputed end date and a new address can be managed in parallel.

If the company cannot obtain the shareholder or board decision needed for the transfer, read the articles before escalating. The urgency may justify convening the competent body on short notice, using remote participation if permitted, and appointing a representative in France. Record notice, quorum, voting rights, the resolution and any dissent. A foreign founder should not treat an address filing as a purely administrative action if the articles reserve the registered-office decision to shareholders or another corporate organ.

There is a procedural remedy where a legal representative refuses to make mandatory registry filings. Article L. 123-5-1 of the Commercial Code states:

“A la demande de tout intéressé ou du ministère public, le président du tribunal, statuant en référé, peut enjoindre sous astreinte au dirigeant de toute personne morale de procéder au dépôt des pièces et actes au registre du commerce et des sociétés auquel celle-ci est tenue par des dispositions législatives ou réglementaires.”

The article adds: “Le président peut, dans les mêmes conditions et à cette même fin, désigner un mandataire chargé d’effectuer ces formalités.” In English, an interested person or the public prosecutor may ask the court president, sitting in urgent proceedings, to order the company director to file required documents, potentially under a daily penalty; the court may also appoint a representative to complete the formalities. This is not a substitute for choosing a valid address or taking a proper corporate decision. It can become relevant where a director or controlling shareholder is paralysing a filing that the company is legally required to make.

If the INPI portal requests a correction, treat the request as a legal-document review rather than a technical nuisance. Compare the request with the company’s articles, the domiciliation contract, the corporate decision and the proof of premises. Common problems include a contract signed by a provider with a different name, an address that does not match the postal database, an unsigned shareholder decision, a missing page of the updated articles, a power of attorney that does not cover the filing, and a foreign document without the required certification or translation. Answer each point separately and upload a replacement file with a clear name. Preserve the initial submission and the corrected version.

If the registry office refuses the change, ask for the written basis of the refusal and the deadline for responding or appealing. A company may need to distinguish an objection about the right to use the premises from an objection about corporate authority or beneficial-owner data. The answer will differ. A new domiciliation contract may solve the first problem; an amended resolution may solve the second. A dispute about the provider’s conduct may require contractual proceedings and will not automatically make the company’s old address valid.

When the company receives a notice that the old address is no longer valid, send a controlled alert to the bank, tax contact, insurer, principal customers and creditors. Explain the effective date of the replacement address and give the filing reference, but do not ask third parties to accept the new address as official before the registration has been updated unless the communication clearly says that the filing is pending. For urgent litigation or enforcement correspondence, instruct counsel or a French representative to monitor the court and the provider’s mail immediately. An address transition is not a reason to ignore a summons, payment demand or tax letter.

There is a difference between a registry entry being technically delayed and the company deliberately retaining a false address. The latter can create evidence and credibility problems. If an official notice is returned, the company may later need to demonstrate where it could be reached and when it learned of the problem. A foreign founder should therefore use a documented mail workflow: provider notification by email and portal, weekly monitoring, scanned envelopes with receipt dates, forwarding of originals, and a named substitute contact in France. Keep the workflow in the company’s records, especially when no director is resident in France.

Do not confuse the address problem with the company’s economic activity. The expiry of domiciliation does not by itself cancel customer contracts, transfer ownership of assets, terminate employment or release the company from tax and accounting duties. It may affect where notices are sent, where statutory records can be inspected, how a bank completes its know-your-customer review and whether the registry considers the company’s information current. Continue preparing accounts, tax returns, VAT filings, payroll and corporate approvals while the address is repaired.

The address should also be coordinated with beneficial-owner information. A change of registered office alone does not necessarily change the beneficial owner. A beneficial owner is the individual who ultimately owns or controls the entity for the purposes of the declaration. If the same filing also changes the identity, personal address, capital share or control of a declared beneficial owner, update the relevant declaration rather than assuming the address transfer covers it. If nothing in that information has changed, do not create an unnecessary amendment; keep the analysis in the file.

Finally, remember that the statutory notifications run in both directions. The domiciliation provider may notify the greffe of cessation, and the new registry office may notify the former office after the transfer. Article R. 123-49 explains that, following the new registration or transformation, the former office proceeds with the corresponding radiation or entry. “Radiation” here means removal of an entry from a particular register or file; it is not, by itself, a declaration that all company operations and liabilities have vanished. A founder should read the exact registry status and seek advice before treating any notation as a dissolution or insolvency outcome.

A useful emergency timetable is:

Moment	Action	Evidence to retain
Notice of non-renewal	Check the contract, notice clause, end date and mail service; ask for written confirmation.	Signed contract, notice, provider approval, invoices and correspondence.
Before the old contract ends	Select renewal, new provider, dedicated premises or a lawful home-address solution; pass the corporate decision.	New contract or premises proof, signed resolution, power of attorney and updated articles.
Transfer date	Submit the modification through the INPI single window and complete any legal-announcement step.	Submission receipt, uploaded documents, publication certificate and request number.
Registry request	Answer each objection with a document that addresses the precise issue; do not upload contradictory versions.	Request, response, corrected file and delivery confirmation.
Acceptance	Check the RNE, RCS information and Kbis; notify banks, tax contacts, insurers and counterparties.	New extract, notification log, revised invoices and website/legal-notice record.

This sequence is particularly important for a founder who lives outside France because physical distance increases the cost of every missed letter and signature. Appointing a French lawyer or trusted representative can make the process safer, but the mandate should not conceal who actually approved the move or who controls the company. The company’s records should show a coherent decision, a genuine right to use the new premises and a traceable filing.

The official Service-Public guidance on domiciling a company and its business also explains the practical role of the registered-office address in the company’s articles, invoices, contracts, declarations and mail. Use that guidance as a checklist, then verify the specific corporate and registry rules that apply to the company’s form and transfer. The public explanation is useful for orientation; it does not replace the signed documents or the Commercial Code provisions governing the filing.

Conclusion

When a French company’s domiciliation contract expires, the business does not automatically disappear, but the company’s right to use the old registered office may end immediately under the contract and the facts. The provider may report the cessation to the greffe, and the company can be left with an outdated Kbis, unreliable mail and a gap between its public record and the premises it can actually justify.

A foreign founder should act before the expiry date: preserve the contract and notices, secure a renewal or replacement address, follow the SAS or SARL decision rules, prepare proof of premises and submit the registered-office change through the INPI single window. Where the transfer crosses court jurisdictions, Article R. 123-72 imposes a one-month filing framework. Once accepted, verify the RNE, RCS and Kbis data, then update banks, tax contacts, insurers, invoices, websites and counterparties.

The key legal distinction is between an address problem and the life of the company. Contractual continuity, registry regularisation, mail monitoring and corporate governance must be managed together. If a director or shareholder blocks a mandatory filing, Article L. 123-5-1 offers an urgent court route for an order or a filing representative. The best evidence is a complete chronology showing that the company never treated a known expired address as a permanent solution.

For a broader overview of French company formation, structures and compliance for international founders, see the French business and company law hub. This article is general information and should be adapted to the company’s legal form, articles, contract, premises and procedural timetable.

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