You live in London, New York, Dubai or Singapore and your French company needs a new address. The domiciliation contract in Paris is expiring, you have found real offices in Lyon, or you simply want the registered office where your French manager actually works. In French law that address is not a detail: the registered office (siège social) is the legal home of the company, printed on the Kbis extract (the official identity card of a French company issued by the registry office of the commercial court, called the greffe), repeated in every contract and invoice, and used by the courts to decide where to sue you. Moving it, called a transfert de siège social, means amending the articles of association, publishing a legal notice, filing a single electronic file on the Guichet unique (the one-stop online portal run by the INPI, the French intellectual property and business formalities institute), and obtaining a new Kbis showing the new address. Every step can be done from abroad, but each has a deadline, a competent decision-maker and a proof to keep. This article gives foreign founders the complete path: how the transfer is validly voted in a SARL (société à responsabilité limitée, the French limited liability company), a SAS (société par actions simplifiée, the flexible joint-stock company most foreigners choose) or a SA (société anonyme, the classic public limited company), how it is published and filed within one month including when the company changes court district, and what the move changes in practice for taxes, staff, contracts and the beneficial-owner register (registre des bénéficiaires effectifs, the RBE, which lists the real humans behind the company). It also explains what the transfer does not change: your company keeps its legal personality, its debts stay its debts, and a deregistration in the old district takes nothing away. Our founding guide to choosing the right French vehicle remains the starting point if you have not yet incorporated: Choosing a SAS, SARL, Branch or Subsidiary for France From Abroad.
I. How foreign owners validly decide and file the transfer of the registered office from abroad
A. Who votes the move in a SARL, a SAS or a SA when nobody lives in France
The first question is who has the power to move the registered office, and the answer depends on the company form because each form distributes powers differently. In a SARL the statute decides for you. Article L223-30 of the Commercial Code states that the transfer of the registered office is decided by one or more shareholders representing more than half of the shares, in the exact words “le déplacement du siège social est décidé par un ou plusieurs associés représentant plus de la moitié des parts sociales”. That is a lighter majority than for other amendments to the articles, which require three-quarters of the shares, so a founder holding 51 percent can move a SARL alone while a 50/50 deadlock cannot move it without agreement. The decision must be recorded in written minutes (procès-verbal), signed and kept with the company records, because the registry office will ask for the document that proves the vote.
In a SAS the articles are king. Article L227-9 of the Commercial Code provides that the articles determine which decisions must be taken collectively by the shareholders, in the forms and conditions they set, in the exact words “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 transfer power to the president acting alone or to a collective vote at a defined majority, and the official business-advice service confirms that the quorum, the required votes and the competent body are set by the articles at incorporation. If your articles say nothing, the same official guidance warns that unanimity of the shareholders is required, which is a trap for founders who copied a template without reading it. Before scheduling any vote, open your own articles and check three lines: who decides the transfer, at what majority, and whether a written consultation or videoconference is allowed. If the articles are silent, amend them first or gather every signature. Living abroad changes nothing about these majorities, but it changes the logistics: organise a written consultation (consultation écrite) or a video meeting with a signed attendance sheet, collect electronic signatures that identify each signatory reliably, and keep proof of dispatch and receipt for every shareholder email. A transfer voted by the wrong body or at the wrong majority is voidable at the request of any interested party, and a buyer, bank or court will spot the defect years later when the stakes are highest.
In a SA the board carries the move. Article L225-36 of the Commercial Code states that the transfer of the registered office on French territory may be decided by the board of directors, subject to ratification of that decision by the next ordinary general meeting, in the exact words “Le déplacement du siège social sur le territoire français peut être décidé par le conseil d’administration, sous réserve de ratification de cette décision par la prochaine assemblée générale ordinaire”. The board may also bring the articles into line with the law, subject to ratification by the next extraordinary general meeting. For a foreign group this is the fastest route: the directors meet by videoconference if the articles allow it, the minutes record the old and new addresses, and the next shareholders meeting ratifies. Whatever the form, the same practical discipline applies from abroad: date every document, keep the signed minutes, the updated attendance and voting records, and the proof that each participant was duly convened. The registry office checks the regularity of the file, not the wisdom of the move, and a complete voting file is registered in days while an incomplete one bounces back and restarts the clock.
B. Publish the transfer and file the single electronic dossier within one month, in the old district and the new one
Once the decision is taken, the clock starts. The transfer must be published in a legal-notices gazette (support d’annonces légales, a newspaper authorised to carry company notices) for the place of the registered office within one month of the decision, and the content of that notice is fixed by regulation. Article R210-9 of the Commercial Code requires that the notice reproduce the old wording next to the new one, in the exact words “L’indication des modifications intervenues, reproduisant l’ancienne mention à côté de la nouvelle”, alongside the company name, its legal form, the amount of the share capital, the address of the registered office and its unique identification number. The same article states that the notice is signed by the company’s legal representatives, except where a notary received the deed, in the exact words “dans les autres cas, il est signé par les représentants légaux de la société”. From abroad, order the notice online from an authorised gazette, check the proof (attestation de parution) the day it appears, and keep it: the registry office will ask for it and a wrong address line in the notice means a second paid publication.
The filing itself goes through one channel only. Article L123-33 of the Commercial Code requires every business to declare the modification of its situation by filing a single dossier containing all the declarations it must make, in the exact words “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”. In practice that single dossier is filed electronically on the Guichet unique, the portal that replaced the old parallel filings. The bundle for a transfer contains the signed minutes voting the move, the updated articles certified as true copies (copie certifiée conforme) by the legal representative, the legal-notice certificate, and fresh proof that the company is entitled to occupy the new premises: a lease, a domiciliation contract with an authorised provider, a title deed, or the written consent of the manager who hosts the office at home. Article L123-11 of the Commercial Code requires every legal person applying for registration to prove it enjoys the premises where it installs its registered office, in the exact words “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”, and registry offices apply the same logic to a transfer. Founders abroad fail most often on this point: a foreign utility bill, a virtual mailbox that never answers, or a friend’s address without a proper agreement will be rejected, while a lease or a domiciliation contract in the company’s name passes. Article R123-105 of the Commercial Code requires that the deeds, resolutions or decisions amending the documents filed at incorporation be filed within one month of their date, with an updated copy of the articles certified by the legal representative attached, in the exact words “Les actes, délibérations ou décisions modifiant les pièces déposées lors de la constitution sont déposées dans le délai d’un mois à compter de leur date” and “Y est joint un exemplaire mis à jour des statuts ou du contrat de groupement établi sur papier libre et certifié conforme par le représentant légal”. File within that month, because late filing delays the new Kbis and leaves the old address legally effective against third parties in the meantime.
When the new address sits in the district (ressort) of a different commercial court, a second registry enters the scene and the procedure has its own choreography. The company files with the registry of the new registered office, attaching the updated articles, and the law organises the handover between the two offices. Article R123-110 of the Commercial Code provides that where the registered office is transferred outside the district of the court where the legal person was registered, a copy of the articles is filed with the registry of the court of the new registered office, with a schedule of the previous offices and registries and the date of the last transfer appended, in the exact words “Mention est faite, dans une pièce annexée aux statuts ou au contrat, des sièges antérieurs et des greffes où sont classés, en annexe au registre, les actes mentionnés aux articles R. 123-102 à R. 123-105 avec l’indication de la date du dernier transfert du siège”. The same article adds that notice of the filing is given within fifteen days by the clerk of the new registered office to the clerk of the old one, who records a corresponding entry, in the exact words “Notification du dépôt est faite dans les quinze jours par le greffier du nouveau siège au greffier de l’ancien siège, qui porte une mention correspondante au dossier”. A second legal notice in the gazette of the new location and a notice in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official bulletin that publishes company registrations and changes) complete the publicity. The official business-advice service walks through each company form and each district scenario step by step, and the French business-creation agency guide details the competent decision-making body and the Guichet unique formalities for a transfer. Private practitioner guides estimate the total cost at around 250 euros for a single-shareholder company and 350 euros for a multi-shareholder company, plus about 150 euros extra when the court district changes, covering the gazette, the registry fees, the BODACC insertion and the INPI fee — treat those figures as a budget range, not an official tariff, and confirm the current fee schedule on the Guichet unique before filing. Once both registries have done their part, the company receives a new Kbis showing the new address, and only then is the move complete against the world.
II. What the move changes in daily business from abroad, and what it leaves untouched
A. New Kbis, new tax and social offices, updated contracts: the checklist a founder abroad must work through
The new Kbis is the starting gun, not the finish line. Until the updated extract arrives, keep using the old address on invoices and keep receiving mail there, because counterparties and administrations rely on the published address. Once the new Kbis is in hand, update everything that carries the address: letterheads, invoices and general terms, the website legal notice, the bank file, insurance policies, the commercial lease or domiciliation file, and every contract that defines a notification address. Electronic invoicing makes this urgent: since France moved to mandatory electronic invoicing between VAT-registered businesses, an invoice showing a superseded registered office can be rejected by a client’s automated controls and delay payment, so align the billing software the day the new Kbis arrives. Our electronic-invoicing guide for foreign-owned companies explains the receiving, issuing and proof rules in detail: Electronic Invoicing for Your French Company From Abroad.
The administrations then take over, mostly automatically, but the founder must verify. The SIREN number (the nine-digit lifetime identifier of the company) stays the same, while the SIRET number (the fourteen-digit identifier of each establishment, SIREN plus five digits) changes because the establishment moved; suppliers, the bank and the payroll provider all need the new SIRET. The corporate tax file moves to the business tax service (service des impôts des entreprises, SIE) of the new address, the VAT file follows it, and the payroll contributions follow to the URSSAF office (the social-security collection agency for employers) of the new location. Check each move in the professional tax account and the employer account within a month: automatic transfers sometimes stall, and a VAT return filed to the wrong office or a contribution notice sent to the old address produces penalties that are hard to cancel. If the company employs staff, inform each employee in writing of the new workplace, check whether the employment contract or a mobility clause covers the move, and remember that moving the workplace far away can amount to an amendment of the contract requiring the employee’s agreement. Our first-hire guide covers the declarations and contract basics that surround any French employment: Hiring Your First Employee in France From Abroad.
Two registers need active attention from the founder. First, the beneficial-owner register: the humans behind the company must be re-declared when their personal details change with the move. Article L561-46 of the Monetary and Financial Code requires companies to declare information about their beneficial owners to the Trade and Companies Register through the single body, covering identification, personal domicile and the terms of the control they exercise, in the exact words “déclarent au registre du commerce et des sociétés, par l’intermédiaire de l’organisme mentionné au deuxième alinéa de l’article L. 123-33 du code de commerce, les informations relatives aux bénéficiaires effectifs” and “les éléments d’identification et le domicile personnel de ces bénéficiaires ainsi que sur les modalités du contrôle que ces derniers exercent sur la société ou l’entité”. File the corrective declaration on the Guichet unique together with the transfer if anything changed, because banks consult that register before releasing funds. Second, the bank: send the new Kbis, the updated articles and the new proof of occupancy to every bank where the company holds an account, update the authorised signatories if the move reshuffles management, and confirm that statements and codes go to an address that is actually read. For founders based in Paris and the Île-de-France region, three local points deserve emphasis: the registry of the Paris Commercial Court handles very high volumes, so file early in the month and answer any correction request within days; domiciliation providers clustered in Paris must hold a valid prefectural approval (agrément préfectoral) and give the company real access to premises and mail, since a purely fictitious Paris address exposes the company to deregistration proceedings; and the Paris business tax service applies the same national transfer rules but expects the new lease or domiciliation contract to match the declared address exactly, down to the floor and door number. A transfer within Paris is filed in the same district and is the simplest case; a move from Paris to Lyon, Bordeaux or Lille triggers the full two-registry procedure with its second notice, its BODACC insertion and its fifteen-day clerk-to-clerk notification.
B. What the transfer does not change: the company survives, its debts stay, and third parties rely on publication
The most reassuring rule of French company law is also the most misunderstood by foreign founders: moving the registered office changes the address, not the person. The company keeps its legal personality, its contracts continue, its debts stay its own, and no new company is born. The Paris Court of Appeal stated the point bluntly in a case where a French SAS moved its office to the United Kingdom while a liquidation case was pending. In its judgment of 26 January 2024, case number RG 23/13457, the Paris Court of Appeal held that a deregistration reflecting only the end of activity in the district where the company is registered does not end the legal personality of the removed company, in the exact words “la radiation qui reflète uniquement la cessation d’activité de la société dans le ressort duquel elle est immatriculée, n’emporte pas perte de la personnalité morale de la société radiée”. The court drew the practical consequence for groups tempted to treat the move as a fresh start: a mere transfer of the registered office without dissolution or change of nationality does not transfer the whole estate to a new entity, in the exact words “le seul transfert de siège social sans dissolution ni changement de nationalité d’une société n’emporte pas transmission universelle du patrimoine”. In that case an English company created in London under a similar name could not step into the appeal of the French company, because it was a different legal person and nothing had been transmitted to it. For an ordinary domestic move the lesson is symmetrical: creditors keep their debtor, debtors keep their creditor, ongoing lawsuits continue with a simple update of the address, and the lease, the loan and the employment contracts run on unchanged.
The deregistration in the old district deserves a calm reading for the same reason. Article R123-75 of the Commercial Code requires that removal of the main registration of other legal persons be requested within one month of the end of activity in the court’s district, in the exact words “La radiation de l’immatriculation principale des autres personnes morales est demandée dans le mois de la cessation d’activité dans le ressort du tribunal”. That removal is an administrative reflection of the departure, handled between the two clerks within fifteen days, and it neither dissolves the company nor wipes its liabilities. What it does affect is opposability: until the transfer is published in the gazette, entered in the register and announced in the BODACC, third parties who dealt with the old address in good faith can rely on it. Serve a writ, send a formal demand or pay an invoice at the old published address before the new one is public, and the act is valid; the company cannot answer that it had already moved in private. The discipline therefore runs both ways: file and publish fast so the new address becomes the only address, and keep the old mailbox monitored for at least three months after the move so no summons, tax notice or employee letter goes unanswered. Founders who manage everything from abroad should give the new domiciliation provider or the French manager a written instruction to forward official mail weekly with scans, because a missed commercial-court summons can end in a default judgment while the founder believes the transfer is finished. Our guide to answering a French writ from abroad explains those deadlines once a summons arrives: Your French Company Has Been Served With a Writ While You Live Abroad.
Conclusion
Moving your French company’s registered office from abroad is an orderly three-step operation when it is prepared as one: a decision taken by the right body at the right majority and recorded in signed minutes, a legal notice and a single Guichet unique filing within one month with proof of the new premises, and a second registry plus a BODACC insertion when the court district changes. The new Kbis then unlocks the rest: new SIRET, new tax and URSSAF offices to verify, bank and contracts to update, beneficial-owner details to correct, and invoices to realign. None of this creates a new company or erases the old debts, and until publication is complete the old address still binds you toward third parties who rely on it. Founders who keep the voting file complete, file within the month and monitor both mailboxes for a full quarter turn an administrative move into a non-event — and keep their French business fully reachable, wherever they live.