Shifting of the head office has become frequent, with the increasing relocations since the imprisonment. However, it is essential to understand this transfer thoroughly so as to avoid errors that can harm your business and land you in trouble. Today many formalities take place online and in the current context this new way of completing procedures means you no longer have to travel and electronic signatures can make it easier for you to change it. A company can change its registered office during its existence due to various reasons. This transfer can be from one country to another or from one department to another. For the transfer of a head office to materialize, the entrepreneur has to fulfill certain obligations.
What are the procedures to be followed?
The head office of the company represents the place where its management sits. Therefore the head office can be separated from the offices of the operating or production agents. The head office address must be mentioned in the company law.
This makes it possible to define a competent territorial court on which the company will depend. It is the court that will carry out all the formalities required by the company in the course of its exercise. We can give examples of revision of status, opening of collective proceedings or annual filing of accounts. Also, the location of the headquarters will determine the nationality of the company as well as the laws to be followed by it. A company that has a registered office in France, therefore being a company of French nationality, must comply with the law imposed on all French companies. This whole mechanism forces the company to follow certain procedures before opting for a seat replacement.
Who should confirm the change of status?
The requirement to fix the registered office address in the Articles of Association has already been mentioned above, however, the amendment should be made after approval by the legal representatives of the company or persons holding power. For a company in SARL, approval must come from all the partners during an extraordinary general meeting. But if the new head office does not change the department or if it moves to a neighboring department, the manager may decide on the transfer alone after ratification by the partners. For an SA, if the transfer takes place in the same department or a neighboring department, the board of directors can decide. If the company is to be transferred to another country, an extraordinary general meeting is required for the transfer. With respect to SAS, changes are made in accordance with the procedures outlined in the Company’s statute.
Formalities: Transfer to CFE and Publication of Declaration
After ratification by all the members of the company concerned, the company has one month to announce the amendment of its registered office on the Journal of Legal Declarations.
- The former address and present address of the head office should be mentioned there.
- The CFE or the Registry of the commercial court must be informed of the reform of the Association of Companies.
What are the documents required?
- A copy of the new statutes, certified and dated,
- an M2 or P2 form (for natural persons),
- A supporting document confirming the possession of the new premises (title deed or lease contract),
- Certificate of publication of the announcement of the transfer of Headquarters published in the newspaper of Legal Announcements.
You may need a power of attorney, a sample of which is attached below.
example of proxy
I, the signatory)
apart from this
Act as
of the company
hereby empowers
apart from this
To make all filings, registrations, amendments and cancellations relating to my company with registers, for me and in my name.
Accordingly, do all
declarations and procedures, submission of all supporting documents, filing all documents, signing all documents, requests and useful documents, electing domicile, substituting in whole or in part, and in general whatever is necessary Doing.
Execution of this order will relieve the agent.
made in
Signature :