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.<\/p>\n
This distinction matters because the registered office appears in the articles of association, the company\u2019s 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\u2019s 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<\/em> (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.<\/p>\n 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\u2019s rights creates avoidable exposure with the registry, banks, tax administration, employees, customers and creditors.<\/p>\n 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.<\/p>\n The starting point is Article L. 123-11 of the French Commercial Code<\/a>. Its first paragraph states:<\/p>\n \u201cToute personne morale demandant son immatriculation au registre du commerce et des soci\u00e9t\u00e9s doit justifier de la jouissance du ou des locaux o\u00f9 elle installe, seule ou avec d’autres, le si\u00e8ge de l’entreprise, ou, lorsque celui-ci est situ\u00e9 \u00e0 l’\u00e9tranger, l’agence, la succursale ou la repr\u00e9sentation \u00e9tablie sur le territoire fran\u00e7ais.\u201d<\/p>\n<\/blockquote>\n 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<\/em> (Registre du commerce et des soci\u00e9t\u00e9s, the Trade and Companies Register) and the RNE<\/em> (Registre national des entreprises, the National Register of Businesses) record the company against that address. The INPI, meaning the Institut national de la propri\u00e9t\u00e9 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.<\/p>\n 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<\/em> (soci\u00e9t\u00e9 par actions simplifi\u00e9e, a simplified joint-stock company) or SARL<\/em> (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, a limited liability company). The arrangement remains dependent on the contract and on the provider\u2019s ability to supply the required premises and services.<\/p>\n For a shared address, Article R. 123-167 of the Commercial Code<\/a> requires a domiciliation contract to support the registration request. The provision begins:<\/p>\n \u201cToute personne physique ou morale qui installe le si\u00e8ge de son entreprise dans des locaux qu’elle occupera en commun avec une ou plusieurs entreprises pr\u00e9sente \u00e0 l’appui de sa demande d’immatriculation le contrat de domiciliation…\u201d<\/p>\n<\/blockquote>\n 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\u2019s 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.<\/p>\n The detailed regime appears in Article R. 123-168 of the Commercial Code<\/a>. The first sentence is precise: \u201cLe contrat de domiciliation est r\u00e9dig\u00e9 par \u00e9crit. Il est conclu pour une dur\u00e9e d’au moins trois mois renouvelable par tacite reconduction, sauf pr\u00e9avis de r\u00e9siliation.\u201d The duration, renewal mechanism and notice period must therefore be read in the signed contract. A provider\u2019s email saying that a service is \u201cclosed\u201d may be commercially important, but the legally relevant date still depends on the contract, its notice clause, any breach notice and the applicable facts.<\/p>\n The provider also has a statutory reporting duty. Article R. 123-168 provides: \u201cIl informe le greffier du tribunal, \u00e0 l’expiration du contrat ou en cas de r\u00e9siliation anticip\u00e9e de celui-ci, de la cessation de la domiciliation de l’entreprise dans ses locaux.\u201d The greffier<\/em> is the registry office attached to the competent court. The provider\u2019s 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.<\/p>\n There is a second warning in the same provision: \u201cLorsque la personne domicili\u00e9e dans ses locaux n’a pas pris connaissance de son courrier depuis trois mois, il en informe \u00e9galement le greffier du tribunal de commerce<\/a> ou la chambre des m\u00e9tiers et de l’artisanat.\u201d 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.<\/p>\n The contract also includes the company\u2019s 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: \u201cLa personne domicili\u00e9e prend l’engagement d’utiliser effectivement et exclusivement les locaux, soit comme si\u00e8ge de l’entreprise, soit, si le si\u00e8ge est situ\u00e9 \u00e0 l’\u00e9tranger, comme agence, succursale ou repr\u00e9sentation.\u201d 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.<\/p>\n The provider must also be properly authorised. Article L. 123-11-3 of the Commercial Code<\/a>, in its current version, opens with the rule: \u201cNul ne peut exercer l’activit\u00e9 de domiciliation s’il n’est pr\u00e9alablement agr\u00e9\u00e9 par l’autorit\u00e9 administrative, avant son immatriculation au registre du commerce et des soci\u00e9t\u00e9s.\u201d Ask for the provider\u2019s 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.<\/p>\n 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.<\/p>\n 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.<\/p>\n 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<\/em>, 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.<\/p>\n The third risk concerns invoices and external documents. Article R. 123-237 of the Commercial Code<\/a> 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: \u201cToute personne immatricul\u00e9e indique sur ses factures, notes de commande, tarifs et documents publicitaires ainsi que sur toutes correspondances et tous r\u00e9c\u00e9piss\u00e9s concernant son activit\u00e9 et sign\u00e9s par elle ou en son nom :\u201d It then requires, among other items, \u201cLa mention RCS suivie du nom de la ville o\u00f9 se trouve le greffe o\u00f9 elle est immatricul\u00e9e\u201d and \u201cLe lieu de son si\u00e8ge social.\u201d<\/p>\n 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.<\/p>\n 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\u2019s address, a director\u2019s home abroad, a French coworking desk and a subsidiary\u2019s 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.<\/p>\n 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\u2019s 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.<\/p>\n The sixth risk is delay caused by governance. A change of registered office is generally a change to the company\u2019s constitutional information. Article L. 210-2 of the Commercial Code<\/a> states: \u201cLa forme, la dur\u00e9e qui ne peut exc\u00e9der quatre-vingt-dix-neuf ans, la d\u00e9nomination sociale, le si\u00e8ge social, l’objet social et le montant du capital social sont d\u00e9termin\u00e9s par les statuts de la soci\u00e9t\u00e9.\u201d The articles of association therefore need to be reviewed, and the competent corporate decision must be taken under the company\u2019s 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\u2019s decision-making rules.<\/p>\n 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 \u201cmanage the company\u201d may not answer a bank\u2019s or registry\u2019s 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.<\/p>\n 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.<\/p>\n 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.<\/p>\n 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\u2019s home within the limits of French law. The correct option depends on the company\u2019s activity, the provider\u2019s approval, the founder\u2019s housing rights, the constitutional documents, privacy concerns and the expected duration of the arrangement.<\/p>\n Renewal.<\/strong> If the provider agrees to renew, obtain a new written contract or a written renewal confirmation that clearly states the company\u2019s 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.<\/p>\n New domiciliation provider.<\/strong> Before filing, verify the provider\u2019s 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<\/a> 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.<\/p>\n Dedicated premises.<\/strong> 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\u2019s 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\u2019s consent, an occupancy certificate and the leaseholder\u2019s authority may need to be joined. This is different from an address that merely receives occasional meetings or mail.<\/p>\n Director\u2019s home.<\/strong> Article L. 123-11-1 of the Commercial Code<\/a> states: \u201cToute personne morale est autoris\u00e9e \u00e0 installer son si\u00e8ge au domicile de son repr\u00e9sentant l\u00e9gal et y exercer une activit\u00e9, sauf dispositions l\u00e9gislatives ou stipulations contractuelles contraires.\u201d 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\u2019s address, the parent\u2019s address or a property where the director has no right to reside.<\/p>\n Where legislative or contractual restrictions apply, the same article limits the arrangement: \u201cpour une dur\u00e9e ne pouvant ni exc\u00e9der cinq ans \u00e0 compter de la cr\u00e9ation de celle-ci, ni d\u00e9passer le terme l\u00e9gal, contractuel ou judiciaire de l’occupation des locaux.\u201d 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, \u201csous peine de radiation d’office\u201d. This specific rule should not be confused with the separate rules governing the expiry of a commercial domiciliation contract.<\/p>\n 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\u2019s powers and any special approval clause. For a SARL, review the manager\u2019s 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.<\/p>\n The filing itself is made through the INPI single window, which feeds the RNE and the connected registers. The documentary package commonly includes:<\/p>\n Use the company\u2019s 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.<\/p>\n Timing is critical when the new address falls under another court\u2019s jurisdiction. Article R. 123-72 of the Commercial Code<\/a> provides that, \u201cEn cas de transfert de leur si\u00e8ge, de leur \u00e9tablissement principal ou d’un \u00e9tablissement secondaire dans le ressort d’un autre tribunal\u201d, the legal person applies through the single body and, \u201cdans le d\u00e9lai d’un mois \u00e0 compter du transfert\u201d, 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.<\/p>\n The transfer may also require a notice in an authorised legal-announcement publication. The official Service-Public page \u201cChanger le si\u00e8ge social d’une soci\u00e9t\u00e9\u201d<\/a> 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\u2019s situation, so keep the publication certificate with the INPI file.<\/p>\n 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\u2019s principal activity. The old registration record must be connected to the new one. Article R. 123-49 of the Commercial Code<\/a> describes the coordination after a new registration or transfer: \u201cDans les quinze jours de la nouvelle immatriculation ou de la transformation, celle-ci est notifi\u00e9e…\u201d 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.<\/p>\n 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.<\/p>\n 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.<\/p>\n 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\u2019s 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.<\/p>\n 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.<\/p>\n There is a procedural remedy where a legal representative refuses to make mandatory registry filings. Article L. 123-5-1 of the Commercial Code<\/a> states:<\/p>\n \u201cA la demande de tout int\u00e9ress\u00e9 ou du minist\u00e8re public, le pr\u00e9sident du tribunal, statuant en r\u00e9f\u00e9r\u00e9, peut enjoindre sous astreinte au dirigeant de toute personne morale de proc\u00e9der au d\u00e9p\u00f4t des pi\u00e8ces et actes au registre du commerce et des soci\u00e9t\u00e9s auquel celle-ci est tenue par des dispositions l\u00e9gislatives ou r\u00e9glementaires.\u201d<\/p>\n<\/blockquote>\n The article adds: \u201cLe pr\u00e9sident peut, dans les m\u00eames conditions et \u00e0 cette m\u00eame fin, d\u00e9signer un mandataire charg\u00e9 d’effectuer ces formalit\u00e9s.\u201d 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.<\/p>\n 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\u2019s 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.<\/p>\n 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\u2019s conduct may require contractual proceedings and will not automatically make the company\u2019s old address valid.<\/p>\n 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\u2019s mail immediately. An address transition is not a reason to ignore a summons, payment demand or tax letter.<\/p>\n 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\u2019s records, especially when no director is resident in France.<\/p>\n Do not confuse the address problem with the company\u2019s 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\u2019s information current. Continue preparing accounts, tax returns, VAT filings, payroll and corporate approvals while the address is repaired.<\/p>\n 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.<\/p>\n 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. \u201cRadiation\u201d 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.<\/p>\n A useful emergency timetable is:<\/p>\nI. What Happens When a French Company\u2019s Domiciliation Contract Expires?<\/h2>\n
A. Does the company still have a registered office after the provider ends the contract?<\/h3>\n
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B. What risks affect a foreign founder, the Kbis and company mail?<\/h3>\n
II. How Can a Foreign Founder Replace the Registered Office?<\/h2>\n
A. Which INPI filing, RNE evidence and one-month deadline apply?<\/h3>\n
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B. What can you do if the domiciliation provider, greffe or shareholders block the move?<\/h3>\n
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