You formed your French company from London, New York or Dubai, everything worked from a distance, and now the company has to move: the domiciliation contract ends, you rent your first real office, or you simply move the registered address to your new business premises. In France, a change of address is never a mere administrative update. The registered office, called the siege social, is the legal domicile of the company, the address shown on the Kbis, which is the official registration certificate issued from the Trade and Companies Register, and the address where the company is deemed to receive every official letter, court summons and tax notice. Moving it means amending the articles of association, publishing a legal notice, filing on the national one-stop shop and obtaining a new Kbis, all within one month, and then updating the bank, the beneficial owners register and every contract that mentions the old address. Foreign founders who run the company from abroad often discover the move months later, when the bank freezes a transfer because the Kbis no longer matches, or when a court document served at the old address creates a procedural dispute. This article explains, step by step, who can legally decide the transfer in a SARL and in a SAS, how to file it from abroad within the one-month deadline, and what to update once the new Kbis arrives, so the move strengthens the company instead of putting it at risk.<\/p>\n
The first question is not where the company is going but who is legally allowed to send it there. French company law answers differently for the two vehicles foreign founders use most: the SARL, the limited liability company with shares called parts sociales held by associes, and the SAS, the simplified joint-stock company with shares called actions held by associes or by a single associe in the one-member SASU. In both cases the decision must be documented in writing, because the registry clerk, called the greffe, which is the clerk office of the commercial court keeping the local company register, will ask for the minutes, and because a transfer decided by the wrong person can be challenged. Living abroad changes nothing about these competence rules, but it changes how you organise the paperwork: powers of attorney, electronic signatures and filings made online by a representative become the practical core of the operation.<\/p>\n
The SARL offers foreign owners the fastest route. The manager, called the gerant, can decide alone to move the registered office anywhere in France, provided the shareholders ratify the decision afterwards. Article L. 223-18 of the Commercial Code states, in its exact terms: Le deplacement du siege social sur le territoire francais peut etre decide par le ou les gerants, sous reserve de ratification de cette decision par les associes dans les conditions prevues a l’article L. 223-29<\/a>. In plain English: the manager or managers may decide to transfer the registered office anywhere on French territory, subject to ratification of that decision by the shareholders under the conditions set by article L. 223-29. The official page of the public service for businesses confirms this reading and presents it as the transfer of the registered office decided by the manager alone, as explained on the official Transfer procedure page<\/a>.<\/p>\n For a founder who lives abroad and is also the manager of her own SARL, this rule is convenient: she signs the transfer decision herself, updates the articles, and convenes the shareholders, even if she is the only shareholder, to ratify it. The ratification must follow the voting conditions of article L. 223-29, which is the provision governing shareholder decisions in SARLs. Where the manager is a third party and the founder holds the shares from abroad, the sequence matters even more: the manager signs first so the filing can move quickly, and the ratification follows to cure any challenge about authority. A frequent mistake is to skip the ratification because the founder and the manager trust each other, or because everyone assumes a sole shareholder company needs no formalities. The registry may still register the move, but the decision remains exposed: a co-shareholder, a creditor or a future buyer in due diligence can point to the missing ratification and question every act signed from the new address. Signing a one-page ratification costs nothing and closes that risk, so it should be treated as part of the decision itself, not as optional paperwork.<\/p>\n Where the manager does not act, or where the shareholders prefer to decide directly, the general meeting route applies. Article L. 223-30 of the Commercial Code provides: Sous reserve du huitieme alinea de l’article L. 223-18, le deplacement du siege social est decide par un ou plusieurs associes representant plus de la moitie des parts sociales<\/a>. In English: subject to the manager route just described, the transfer of the registered office is decided by one or more shareholders holding more than half of the shares. Note the threshold carefully: more than half of the shares decides a transfer, while other amendments to the articles require shareholders holding at least three quarters of the shares, unless the articles demand a higher majority, which the same article declares unwritten. For SARLs formed after the 2005 small business statute, a quorum also applies: on first call, shareholders present or represented must hold at least one quarter of the shares, and one fifth on second call. A foreign majority shareholder therefore moves the seat alone, while a fifty-fifty company needs both partners to agree, which is exactly where transfers get blocked in shareholder disputes. If you co-own a SARL with a partner and the relationship is tense, secure the written agreement on the new address before terminating the old domiciliation, because losing the old address without a valid decision for the new one leaves the company with nowhere to receive service of process.<\/p>\n Practical organisation from abroad deserves a paragraph of its own. The minutes and the updated articles must exist in French, be dated and signed, and identify the old and new addresses precisely. If you cannot travel, you sign electronically with a qualified signature or you give a written power of attorney to a person in France who signs and files for you. Keep the full chain: convocation, attendance sheet where relevant, minutes recording the transfer decision and the amendment of the articles clause on the registered office, and the updated articles. The greffe asks for these documents on the one-stop shop, and the bank will ask for the new Kbis, which is only issued once this chain is complete. Founders based in Paris and the Ile-de-France region usually move within the jurisdiction of the same registry, the greffe of the Paris commercial court, when they stay inside Paris, for example from a domiciliation company in the 8th arrondissement to rented premises in the 11th. That detail matters because a move inside the same court district follows the lighter publication track, while a move to La Defense, which sits under the Nanterre commercial court, or to Saint-Denis, which sits under Bobigny, changes the competent registry and triggers the heavier two-notice track described in the second part of this article.<\/p>\n The SAS works the other way round: the law does not name the decision-maker, the articles do. Article L. 227-9 of the Commercial Code provides: Les statuts determinent les decisions qui doivent etre prises collectivement par les associes dans les formes et conditions qu’ils prevoient<\/a>. In English: the articles of association determine which decisions must be taken collectively by the shareholders, in the forms and conditions they set. The transfer of the registered office therefore belongs to whoever the articles designate: the president alone, the shareholders collectively, or a specific body created by the articles. The official public service page summarises this as decision-making in the SAS governed by the articles, with the same reference to the official Transfer procedure page<\/a> linking article L. 227-9 under the heading for collective decisions.<\/p>\n Most well-drafted SAS articles used by foreign founders give the president broad powers to move the seat, sometimes with a simple information duty towards the shareholders, and reserve collective decisions for operations such as capital increases, mergers, dissolution or transformation. In that standard configuration, the president signs the transfer decision and amends the articles, and no meeting is needed. But many founders discover too late that their off-the-shelf articles require a collective decision for any amendment of the articles, which includes the registered-office clause. The transfer is then valid only after the shareholders vote in the forms the articles prescribe: consultation in writing, videoconference minutes, or unanimous written consent where the articles allow it. Running the company from abroad makes this step heavier, because every shareholder must be identified, convened and recorded according to the articles, across time zones. Before launching the move, re-read the articles clause by clause and answer three questions: who decides the transfer, in what form, and with what majority. If the articles are silent or ambiguous, treat the transfer as a collective decision and have all shareholders sign: an excess of formalism never invalidates a transfer, while a missing consent does.<\/p>\n The one-member SASU deserves special attention because it concentrates every role in one foreign founder who is often both sole shareholder and president. The founder then wears two hats and should document both: a decision of the president ordering the transfer, and a decision of the sole shareholder approving the resulting amendment of the articles. Two short documents, two signatures, even if the same hand holds the pen. Buyers, banks and auditors reviewing the company later expect this separation, and producing it at the time of the move takes minutes. Where the SAS has several shareholders spread across countries, organise the written consultation early, collect the signatures before giving notice on the old premises, and keep proof of dispatch and receipt for each shareholder. A dissenting minority shareholder cannot block a transfer that the articles allow the president or the majority to decide, but that shareholder can challenge an irregular procedure, and the challenge arrives precisely when the company is weakest, in the middle of the move, with mail going to two addresses.<\/p>\n For completeness, founders who chose the public limited company, the SA, a rarer vehicle for small foreign businesses, follow different provisions: the board of directors can move the seat under article L. 225-36 of the Commercial Code, and the supervisory board under article L. 225-65 of the Commercial Code<\/a>, each time subject to ratification by the next ordinary general meeting, as the transfer provisions for public limited companies<\/a> describe. If your French subsidiary is an SA within a foreign group, check these articles before letting the local chairman sign alone. Whatever the vehicle, the lesson of this first part is identical: identify the competent decision-maker in the text that governs your company, the law for the SARL, the articles for the SAS, document the decision completely, and only then touch the publications and filings, which is the subject of the second part.<\/p>\n A signed decision moves nothing by itself. Against third parties, against the bank, against the tax office and against the courts, the company still sits at the old address until the transfer is published and registered. French law compresses the whole sequence into one month: publish the legal notice within one month of the decision, file the amendment on the one-stop shop within one month, and update the beneficial owners declaration where required. The founder living abroad must therefore run a short, disciplined timetable, because each step conditions the next: no filing without the publication certificate, no new Kbis without the filing, no bank update without the new Kbis. The paragraphs below follow that exact order and then list everyone who must be told once the new Kbis arrives.<\/p>\n Publication comes first. The transfer recorded in the minutes must be published in a newspaper authorised to carry legal announcements, called a support d’annonces legales, in the area of the registered office, within one month of the decision. When the company stays within the jurisdiction of the same commercial court, one notice in the area of the seat is enough. When it leaves that jurisdiction, the transfer must be published twice: once in an authorised publication for the old seat and once in an authorised publication for the new seat. The content of the second notice is fixed by article R. 210-11 of the Commercial Code, which states: En cas de transfert du siege social hors du ressort du tribunal au greffe duquel la societe a ete immatriculee, l’avis, publie dans un support habilite a recevoir des annonces legales du departement du nouveau siege, indique que le siege social a ete transfere et reproduit les mentions prevues aux 1, 2, 4 et 9 de l’article R. 210-4 et comporte en outre : 1 Les mentions prevues aux 1 et 2 de l’article R. 123-237, en ce qui concerne l’ancien siege social ; 2 L’indication du registre du commerce et des societes ou la societe sera immatriculee en raison de son nouveau siege social<\/a>. In practice the notice identifies the company, states that the seat has been transferred, gives the old and new addresses, and names the register where the company will now be listed. Keep the publication certificate, called the attestation de parution: the filing cannot proceed without it, and years later it remains the proof that the transfer was properly advertised.<\/p>\n Filing comes second, on the Guichet unique, the single national one-stop shop for business formalities operated by the INPI, the French National Institute of Industrial Property, through the portal at formalites.entreprises.gouv.fr. Article R. 123-66 of the Commercial Code sets the deadline: Toute personne morale immatriculee demande, par l’intermediaire de l’organisme unique mentionne a l’article R. 123-1, une inscription modificative dans le mois de tout fait ou acte rendant necessaire la rectification ou le complement des enonciations prevues aux articles R. 123-53 et suivants<\/a>. In English: every registered legal entity must request an amending entry, through the single body designated in article R. 123-1, within one month of any fact or act requiring the correction or completion of the registered particulars. The file uploaded from abroad contains the minutes deciding the transfer, the updated articles, the publication certificate and, where the new premises are occupied under a lease or a domiciliation contract, proof of occupation of the new address. The greffe of the new jurisdiction checks the file, registers the company, and the old registration is transferred. A new Kbis is then issued showing the new address, and the transfer is announced in the BODACC, the Official Bulletin of Civil and Commercial Announcements, which is the gazette where company registrations and amendments are published for third parties.<\/p>\n The beneficial owners declaration follows the seat. Since the reform of the register of beneficial owners, the declaration, called the DBE, travels with the company file on the one-stop shop, and the system now systematically asks whether anything changed regarding the beneficial owners. Article R. 561-55 of the Monetary and Financial Code provides that la societe ou l’entite immatriculee demande une inscription modificative dans les trente jours suivant tout fait ou acte<\/a> requiring an update of the beneficial ownership information, which in plain terms means an amending entry within thirty days of any event affecting the declared information. The information declared includes, under article R. 561-56 of the same Code<\/a>, the address of the registered office alongside the identity of the company and of each beneficial owner. A transfer outside the court district always requires a fresh beneficial owners declaration on the one-stop shop. A transfer inside the same district requires a fresh declaration only if the move comes with a change in the identity, personal address, capital split or control of the beneficial owners. The trap for foreign founders is the common case where the seat sits at the manager personal home: when the manager moves house, the personal address of the beneficial owner changes at the same time, and the declaration must be updated even for a same-district move. Declare the change in the same filing and the thirty-day clock is satisfied together with the one-month company clock.<\/p>\n Two practical warnings complete the sequence. First, never terminate the old address before the new Kbis exists. Keep the domiciliation contract, the lease or the mail forwarding running until the registration is complete, because summonses, tax letters and registry correspondence sent in the interval still go to the registered address on file. Second, anticipate the greffe requests for additional documents: proof of the new premises in the exact company name, identity of the legal representative, and, for regulated activities, the authorisation tied to the premises. A filing rejected for a missing document restarts exchanges of messages while the one-month deadline keeps running, so upload a complete file the first time and answer registry messages within days, not weeks. Founders in Paris benefit from experienced domiciliation companies and legal notice newspapers that know the expectations of the Paris greffe, but the substantive rules are national: the same one-month publication, one-month filing and thirty-day beneficial owners deadlines apply from Lille to Marseille.<\/p>\n The new Kbis is the starting gun for the second wave of updates. Send it first to the bank, because the bank identification file, the account agreement and the anti-money laundering file all record the registered office, and a mismatch between the Kbis and the bank records is the most common reason a transfer ordered from abroad gets frozen mid-execution. A bank that cannot reconcile the address on the payment order, the Kbis and its own file may suspend online transfers pending updated documents, which for a company paying French salaries and VAT from abroad becomes an immediate cash problem. Send the bank the new Kbis, the updated articles and the minutes, ask for written confirmation that the file is updated, and only then close the forwarding from the old address. The same logic applies to payment processors, factoring companies and insurers: each holds a file opened with the old Kbis, and each updates only on receipt of the new one.<\/p>\n Continue with the public files that feed automatically but slowly. The tax office follows the company register through inter-administration feeds, yet a founder living abroad should still check that the professional tax, the CFE, the VAT account and the payroll accounts reflect the new address, because local tax offices and collection bodies keep their own directories and their letters keep going to the last address they hold. The social bodies follow the same pattern: the URSSAF, the body collecting social security contributions, and the pension and insurance funds write to the registered office, and contribution notices sent to an abandoned domiciliation generate late-payment surcharges long before the founder sees them. Update the company website legal notice, the general terms of sale, the invoice templates and the email signatures the same week: French law requires invoices and commercial documents to show the registered office, and clients paying the wrong entity details slow down collection. Notify the landlord of the old premises with the contractual notice, terminate utilities and insurance attached to it, and sign or transfer the contracts for the new one. Finally, inform regular suppliers and clients by a short letter enclosing the new Kbis, so payments keep flowing to the right accounts with the right references.<\/p>\n The price of a stale address is not theoretical, and a recent court decision shows exactly how judges handle it. By an order of 10 October 2025, the case preparation judge of the Paris judicial court, in case RG 24\/15870, had to decide whether a writ was void because the registered office printed on the writ differed from the office shown on the Kbis produced by the opponent, after a transfer of the registered office. The full order is published on the official judiciary portal at Cour de cassation, Tribunal judiciaire de Paris, ordonnance du 10 octobre 2025, RG 24\/15870<\/a>. The writ mentioned one Paris address while a Kbis dated 8 September 2025 mentioned another, and the opponent argued that the seat shown was fictitious, which would have harmed its ability to enforce a future judgment. The company proved the reality of the transfer with the documents every founder should keep: the legal announcement of the transfer put online on 18 December 2021, the publication certificate from a Paris legal announcements newspaper dated 21 December 2021, and the updated articles mentioning the new seat. The judge held: Ces elements, produits des l’assignation en justice, permettent d’etablir la realite du transfert de siege social allegue, de sorte que le caractere fictif de ce siege social n’est pas demontre. In English: these items, produced with the originating process, establish the reality of the alleged transfer, so the fictitious nature of the seat is not demonstrated.<\/p>\n The same order recalls the procedural framework that protects careful companies and punishes careless ones. Article 54 of the Code of Civil Procedure provides that the originating application must state, on pain of nullity, the court, the subject matter and, for legal entities, their form, name, registered office and legal representative, as set out in article 54 of the Code of Civil Procedure<\/a>. But article 114 of the same Code adds the decisive filter: Aucun acte de procedure ne peut etre declare nul pour vice de forme si la nullite n’en est pas expressement prevue par la loi, sauf en cas d’inobservation d’une formalite substantielle ou d’ordre public<\/a>, and above all, La nullite ne peut etre prononcee qu’a charge pour l’adversaire qui l’invoque de prouver le grief que lui cause l’irregularite, meme lorsqu’il s’agit d’une formalite substantielle ou d’ordre public. In English: no procedural act can be declared void for a formal defect unless nullity is expressly provided by law, except for breach of a substantial or public-policy formality, and nullity can only be pronounced if the party invoking it proves the harm the irregularity caused, even for a substantial formality. In the Paris case the opponent proved no harm, because meeting notices and minutes had duly reached the new seat, so the nullity claim was rejected and the opponent paid the costs of the incident. The lesson for a foreign founder is direct: keep every proof of the transfer from day one, make sure mail actually reaches the new address, and a stale Kbis becomes at most a debate, while without those proofs the same mismatch can void your own writ or let an opponent challenge service.<\/p>\nB. SAS: the articles of association decide who moves the registered office<\/h3>\n
II. How to file the transfer within one month and update every document that relies on the Kbis<\/h2>\n
A. Publish the legal notice and file on the one-stop shop: the one-month sequence<\/h3>\n
B. After the new Kbis arrives: bank, beneficial owners, contracts and the price of a stale address<\/h3>\n