You signed the Paris lease when you launched. Two years later the lease ends, the landlord raises the rent, or the team goes remote, and you decide to move your French company from Lyon to Paris, or from an expensive Paris address to a domiciliation company, while you yourself live in London, New York or Dubai. In France, that move is not a change of letterhead. The registered office, the siège social, is a mandatory clause of the articles of association, and moving it means amending the articles, publishing the amendment and filing it with the court registry. Done properly from abroad, the operation takes a few weeks. Done carelessly, it produces two time bombs: a transfer decision that a minority shareholder or a creditor can attack, and an old address that keeps receiving bailiffs, tax letters and court papers with full legal effect. This article explains both halves of the operation for a foreign founder who cannot walk into the greffe, the registry office of the commercial court, in person. Part I covers the decision and the choice of the new address. Part II covers publication, filing and the legal afterlife of the old seat.

I. Vote and document the move from abroad without creating a void decision

A. Who validly decides the transfer when the founder lives abroad

The first question is who signs. The answer depends on the company form, and the two forms foreign founders use most, the SARL (société à responsabilité limitée, the French limited liability company with intuitu personae shares) and the SAS (société par actions simplifiée, the flexible joint-stock company), follow opposite logics. In a SARL, the statute decides for you. Article L223-30 of the Commercial Code provides that, subject to one exception concerning management, “le déplacement du siège social est décidé par un ou plusieurs associés représentant plus de la moitié des parts sociales”, meaning the transfer of the registered office is decided by one or more shareholders holding more than half of the shares, as verified on Legifrance on 12 October 2026 (article L223-30 of the Commercial Code). Note the contrast inside the same article: changing the nationality of the company requires unanimity, and most other amendments to the articles require shareholders holding at least three quarters of the shares. The transfer of the seat is deliberately easier than other amendments, precisely because companies move. Practically, this means that a founder holding 60 percent of a SARL can move the seat alone, but a 50-50 deadlock cannot move it without a judge, and any clause of the articles demanding a higher majority for a transfer is deemed unwritten. If you live abroad and hold the majority, you still need a formal meeting or written consultation, a quorum check under the rules applicable to your SARL, and minutes that state the old address, the new address and the effective date.

In a SAS, the articles decide, not the statute. Article L227-9 of the Commercial Code states that “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient”, meaning the articles determine which decisions must be taken collectively by the shareholders and in what form (article L227-9 of the Commercial Code). Many SAS articles drafted for foreign founders give the president (président, the legal representative of a SAS) the power to move the seat within the same département, or even anywhere in France, precisely to avoid convening shareholders for an administrative move, while reserving cross-border or strategic moves to a collective decision. Other articles say nothing, in which case the safer reading is that the transfer, as an amendment of the articles, belongs to the shareholders collectively. Before doing anything, read the exact transfer clause of your own articles, in French, line by line. If the clause is ambiguous and the company has several shareholders, take the collective route: an individual decision by a president who lacked the power is the easiest target in later litigation, and a shareholder who opposed the move will attack exactly there. In a one-person company, a SASU or a single-shareholder SARL, the sole shareholder records the decision in the statutory register of decisions, dates it, and that register entry replaces the meeting minutes.

Distance changes the mechanics, not the law. French law does not require the shareholders to be physically in France to vote. What it requires is compliance with your own articles: if they allow videoconference or written consultation, use it and keep the proof, meaning the convocation emails, the connection logs or the signed written consultation forms. If the articles impose physical presence, amend that clause first or give a written proxy (pouvoir) to someone in France, ideally your French lawyer or accountant, with a mandate limited to this transfer. Draft the minutes in French, because the greffe works in French and the Guichet unique filing will attach them, and keep an English translation for your own records rather than the reverse. State the effective date of the transfer explicitly, because the one-month publication and filing deadlines run from the decision date, and update the seat clause of the articles on the same day. Article L210-2 of the Commercial Code lists what the articles must determine, and its words are worth reading literally: “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”, so the registered office is part of the articles themselves and no transfer exists legally without updated articles (article L210-2 of the Commercial Code). If you run a group with a foreign parent, check the parent-subsidiary angle as well: our pillar guide on choosing between an SAS, a SARL, a branch and a subsidiary walks through the vehicle choice that frames every later formality (Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire). A branch (succursale) has no French articles to amend and follows a lighter declaration logic, while a subsidiary moves exactly as described here.

B. Where the new seat can legally sit when you have no French home

The second decision is the address itself, and foreign founders face a narrower menu than residents, because the cheapest option, the founder’s own home, is usually unavailable. French law offers three lawful seats: premises held under a lease or ownership title, a domiciliation company, or the home of the legal representative. Start with the home route to understand why it rarely works from abroad. 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”, meaning any legal entity may place its registered office at the home of its legal representative and carry on business there, unless a statute or a contract says otherwise (article L123-11-1 of the Commercial Code). If the founder who serves as president lives in London, there is no French domicile to use. If the company appoints a president who lives in France, the route opens, but with two statutory strings attached: where a statute or a lease clause restricts the option, the home seat is capped at five years from incorporation, and the company must notify the landlord, the condominium association or the building manager in writing before registering. The same article adds a sanction that founders underestimate: before the period expires, the company must send the greffe proof of its new situation, under penalty of being struck off automatically, since the text says the company must act “sous peine de radiation d’office”. A home seat is therefore a temporary bridge, not a permanent solution, and it requires a French-resident representative.

Most foreign-run companies choose between a real lease and a domiciliation contract, and the two have opposite risk profiles. A commercial lease, a professional lease or even a compliant coworking contract that grants genuinely exclusive premises gives the strongest file: the lease itself is the proof of occupation (justificatif de jouissance des nouveaux locaux) that the Guichet des formalités des entreprises, the single online filing portal run by the INPI (Institut national de la propriété industrielle, the French intellectual property office that operates the business formalities portal), will demand. Keep the signed lease, the rent receipts or the latest electricity bills for the new premises, because the filing portal lists exactly these documents: the decision record, the updated articles, the proof of occupation of the new premises such as a title deed, a lease or utility bills, and the certificate that the transfer notice was published. A domiciliation contract (contrat de domiciliation) is cheaper and faster, but it is a regulated activity, and the greffe checks the provider. Article L123-11-3 of the Commercial Code states that “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”, meaning nobody may carry on domiciliation business without prior approval by the administrative authority, before registration with the Trade and Companies Register (article L123-11-3 of the Commercial Code). Ask the provider for itspercener agrément number, the prefectural approval, before signing, and verify that the contract gives you more than a mailbox: meeting-room access and mail handling appear in the approval conditions. Two further traps surround cheap addresses. Article L123-11-2 provides that “L’activité de domiciliation ne peut être exercée dans un local à usage d’habitation principale ou à usage mixte professionnel”, so a provider operating from a purely residential flat is already outside the law (article L123-11-2 of the Commercial Code). And article L123-11-4 extends integrity conditions to the individuals behind the provider, since approval is granted to legal entities only if the shareholders holding at least 25 percent of the votes and the managers satisfy the statutory integrity conditions (article L123-11-4 of the Commercial Code). A rejected filing because the domiciliataire lost its approval costs you a month and a second announcement fee, so diligence on the provider is part of the transfer, not an accessory.

One related filing is routinely forgotten and it concerns the beneficial owners. The RBE (Registre des bénéficiaires effectifs, the register of beneficial owners that identifies the individuals ultimately controlling the company) must be updated whenever the transfer changes relevant information, typically when the manager moves house at the same time as the company and their personal address as a beneficial owner changes. The official Entreprendre service-public guidance confirms that where the manager relocates, the personal address of the beneficial owner changes and a new DBE (déclaration des bénéficiaires effectifs, the beneficial-owner declaration) becomes mandatory, while the Guichet portal now systematically asks whether anything changed on the beneficial-owner side (Changer le siège social d’une société, Entreprendre Service Public). Answer that question carefully during the online filing instead of clicking through, because an inconsistent RBE entry is what banks and notaries check first when the founder later tries to borrow, buy or certify. For Paris specifically, remember that the capital has a single commercial court registry, the greffe of the Paris tribunal for business cases, and that its examiners see thousands of domiciliation files: an attestation from an unapproved provider, a coworking pass without exclusive premises, or a home address for a non-resident president are the three files that bounce. If the company employs staff in France, the seat transfer does not transfer the employment contracts by itself, but the new address must be declared to the payroll and insurance bodies so that workplace-accident coverage and inspection jurisdiction follow the real place of work.

II. Publish, file and defend the new seat against service and creditors

A. Publication and the Guichet filing within one month, in Paris and elsewhere

Once the decision is signed and the new address secured, two one-month deadlines start running and they are the heart of the operation. First, the transfer must be published. Article R210-9 of the Commercial Code provides that where one of the items in the initial incorporation notice has lapsed because of an amendment to the articles or another decision, “la modification intervenue est publiée dans les conditions prévues à l’article R. 210-3”, meaning the amendment is published under the same conditions as the original notice (article R210-9 of the Commercial Code). In practice, the company publishes a transfer notice in a Shal (support d’annonces légales, an newspaper or platform authorised to carry legal announcements) for the area of the seat, within one month of the decision, and the notice must reproduce the company name, legal form, capital, old and new seat addresses, RCS registration details and the identity of the persons with general authority to bind the company. The RCS (Registre du commerce et des sociétés, the Trade and Companies Register kept by each commercial court registry) reference deserves attention: the notice must name the greffe where the company is registered, and in a cross-registry move there are two announcements to manage, one at each end, because creditors in the old district must learn where the company went. Order the announcement immediately after signing the minutes, keep the attestation de parution, the certificate of publication, and check the published text character by character: a wrong arrondissement number or a truncated company name is a ground for the greffe to reject the filing, and a second corrected announcement restarts the cost.

Second, the transfer must be filed. Article R123-105 of the Commercial Code states that instruments, resolutions or decisions amending the documents filed at incorporation “sont déposées dans le délai d’un mois à compter de leur date”, meaning they are filed within one month of their date (article R123-105 of the Commercial Code). Since 2023, that filing goes exclusively through the Guichet des formalités des entreprises, the single portal, and no paper filing at the counter replaces it. The file contains the decision record that voted the transfer, the updated articles showing the new seat clause, the proof of occupation of the new premises, and the publication certificate, plus the beneficial-owner update where required. The distinction that structures everything is whether the new seat stays within the jurisdiction (ressort) of the same court registry. Article R123-110 provides that “En cas de transfert du siège hors du ressort du tribunal au greffe duquel la personne morale a été immatriculée, un exemplaire des statuts ou du contrat de groupement est déposé au greffe du tribunal du nouveau siège”, meaning that where the seat moves outside the district of the court where the entity was registered, a copy of the articles is filed with the registry of the new seat (article R123-110 of the Commercial Code), with an annex listing the previous seats and the registries holding the earlier instruments. Concretely, Lyon to Paris means a new registration with the Paris greffe and removal from the Lyon RCS, while Paris 8th to Paris 12th stays inside one registry. The Paris to La Défense move that founders love for cheaper rent is a cross-registry move, from the Paris registry to the Nanterre registry, with two announcements and a new RCS entry, and it surprises even advised clients. Expect the new Kbis, the official company identity certificate extracted from the RCS that every counterparty asks for, to show the new address only after the new greffe validates the file, and monitor the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company registrations and amendments are published) insertion that follows registration, because banks, suppliers and the tax office read the BODACC before they read your emails.

From abroad, the filing itself is digital but the preparation is physical. Someone must hold originals or certified copies, check the announcement proof, and answer the greffe’s regularity notice (avis de régularisation) within its deadline if the examiner asks for a missing page, which happens often on powers of attorney and on proof-of-occupation documents issued abroad. Give your French counsel or accountant a specific written mandate for this filing, with authority to respond to the registry, and keep a complete copy of the filed package with timestamps: the filing receipt proves you met the one-month deadline even if validation takes longer. After the new Kbis arrives, cascade the update without delay: the company bank for its KYC file, the insurer, the SIE (service des impôts des entreprises, the corporate tax office) through the professional online account, the VAT file if the company is VAT-registered, the clients and suppliers whose contracts contain a notification-of-change clause, and the trademark and domain-name records where the owner address matters. Commercial leases deserve a final check at this stage: moving the seat out of leased premises does not automatically end the lease, and the old landlord will claim rent until the lease is properly terminated or assigned, so align the transfer date with the lease exit, not the other way round. The companies that suffer are not the ones whose file is imperfect; they are the ones who treat the new Kbis as the end of the story, while the old address keeps producing legal effects, which is the subject of the second half of this part.

B. What the old address still costs you: service, opposability and the cross-border trap

The most counterintuitive rule of French company law is that the old seat survives the move in the eyes of process servers until the new one is published and known. The Cour de cassation recalled the mechanism on 15 April 2021 in a case about seizures served away from the registered office. The Second Civil Chamber restated the text first: “Selon ce texte, la notification destinée à une personne morale de droit privé ou à un établissement public à caractère industriel ou commercial est faite au lieu de son établissement ; qu’à défaut d’un tel lieu, elle l’est en la personne de l’un de ses membres habilité à la recevoir”, meaning service on a private-law entity is made at the place of its establishment and, failing such a place, on one of its members authorised to receive it. It then quashed a court of appeal that had validated service effected at an address where the company had neither its seat nor a secondary establishment, holding in these terms: “En statuant ainsi, sans constater que la banque ne disposait pas d’un établissement où l’acte devait, dans ce cas, lui être notifié en application de l’article 690, alinéa 1er, susvisé, la cour d’appel n’a pas donné de base légale à sa décision”, meaning the lower court gave no legal basis for its ruling where it had not established that the company lacked an establishment at which service should have been made (Second Civil Chamber, 15 April 2021, appeal no. 20-10.844, decision 20-10.844 of the Cour de cassation). This reading of article 690 of the Code of Civil Procedure, whose text states that “la notification destinée à une personne morale de droit privé ou à un établissement public à caractère industriel ou commercial est faite au lieu de son établissement” and that failing such a place it is made on an authorised member (article 690 of the Code of Civil Procedure), protects third parties and punishes absent companies symmetrically. A bailiff who serves your old published address while the transfer is still unpublished has served you at your establishment as the register shows it, even if the letter then sits in an abandoned mailbox. The judgment that follows, whether an injonction de payer, a labour court summons or a tax penalty notice, will be deemed served, time limits to appeal will run, and the founder who learns about it six months later from a blocked bank account will discover that “I had moved” is not a defence. The operational consequences are immediate: keep mail forwarding and a named recipient at the old address until the new Kbis is issued, instruct the old domiciliataire in writing to forward judicial and tax mail during the transition, and calendar the appeal deadlines as if service could land there any day.

Publication does more than inform the market: it starts clocks running against everyone concerned. On 17 June 2020, the Commercial Chamber drew the consequence for BODACC publications in these terms: “Un dirigeant ou un ancien dirigeant, comme un créancier, informés par la publication au BODACC d’un jugement de report de la date de cessation des paiements, qui est susceptible d’avoir une incidence sur leurs droits en application, pour les deux premiers, des dispositions du titre V du livre VI du code de commerce relatif aux responsabilités et sanctions et, pour le dernier, des articles L. 632-1 et L. 632-2 du même code , ont, dès la date de publication, un intérêt à former tierce opposition à la décision de report s’ils n’y étaient pas parties”, meaning a current or former manager, like a creditor, informed by publication in the BODACC of a judgment postponing the date of cessation of payments, which may affect their rights, has standing to bring third-party proceedings against the postponement decision from the publication date where they were not parties to it (Commercial Chamber, 17 June 2020, appeal no. 18-25.262, decision 18-25.262 of the Cour de cassation). The context there was insolvency, but the mechanism is general across company publicity: the gazette entry is the date from which managers, former managers and creditors are deemed informed and must act. Apply this to your transfer in both directions. First, compress the gap between the shareholders’ vote and the BODACC insertion by ordering the legal announcement and the Guichet filing on the same day, because during that gap the old seat still designates the company and counterparties keep serving it. Second, read the BODACC insertion once published and check it reproduces the right addresses, because third parties will rely on it and their time limits will run from it. Third, never let the company drift into a fictitious seat, meaning an address where nothing and nobody connected to the company can actually be found. A dormant company whose domiciliataire terminated the contract, whose lease expired and whose president lives overseas is the textbook candidate for an administrative strike-off, since the home-seat regime itself warns that proof of the new situation must reach the registry “sous peine de radiation d’office”, and more broadly for counterparties disputing the reality of the seat. If the transfer stalls because the new lease falls through, park the company at a compliant approved domiciliataire rather than leaving it at an address you no longer hold: a real, attended, published seat is cheap insurance against the full menu of sanctions that attach to ghost addresses, from service deemed valid at the last known seat to the unenforceability of your own claims.

The third risk is the one Brexit made real: moving the seat out of France is not a transfer at all in the ordinary sense, because no French filing can export the company’s legal personality by itself. Within France, the transfer preserves the legal personality, and article 1844-7 of the Civil Code confirms it by omission, since its exhaustive list of the events that end a company, expiry of the term, achievement or extinction of the corporate purpose, annulment, early dissolution voted or ordered, liquidation for insufficient assets, or any other cause stated in the articles, contains no transfer of the seat (“La société prend fin : 1° Par l’expiration du temps pour lequel elle a été constituée […]”, article 1844-7 of the Civil Code). A Lyon to Paris move therefore never kills the company; it only changes its registry. But precisely because personality continues, so do the debts, the contracts, the tax liabilities and the pending lawsuits: the transfer is transparent to creditors, which is why the publication and creditor-information formalities exist and why a transfer organised on the eve of insolvency to shake off the competent court will be examined for fraud. Outside France the analysis flips. A shareholders’ vote plus a French announcement does not by itself dissolve the French entity, since dissolution requires one of the article 1844-7 events, nor does it automatically vest the assets in a newly incorporated foreign vehicle. Since Brexit, the United Kingdom is a non-EU state with no transfer-of-seat-with-continuity framework shared with France, so a founder who “moves” a French SAS to London by vote and announcement, without a proper dissolution, liquidation and foreign reincorporation carried out and documented as such, risks ending up with the worst of both worlds: a French entity that French courts still consider alive, taxable and seizable, alongside an English company whose assets a French liquidator may claim. Treat any cross-border seat project as a restructuring with dedicated advice, not as a heavier version of the Lyon to Paris filing described above, and never let the French company drift unfiled between two countries while creditors keep serving the last published French seat.

Conclusion

Moving a French company while running it from abroad is a paper operation with physical consequences, and the order of operations is everything. Vote the transfer through the right organ, a majority of the shares in a SARL, the body designated by the articles in a SAS, and write minutes that name both addresses and the effective date. Secure a lawful new seat, a real lease or an approved domiciliataire, not a residential workaround, and align the beneficial-owner declaration with the move. Publish the transfer notice and file the Guichet declaration within the month, managing the cross-registry steps whenever Paris, Nanterre or any change of court district is involved, then cascade the new Kbis to the bank, the tax office and the key counterparties. Above all, respect the afterlife of the old address: service there remains valid until publication, the company is deemed to sit at its published seat, and no vote whisks a French entity to London or Delaware by itself. A founder who masters this sequence moves the company without moving the litigation risk with it, and keeps the French registry, the French bank and the French courts reading from the same address page.