Registered office: the clauses to write into your articles so you do not pay twice

In a company formation file, the registered office clause is the one people read least. It runs to a single line, it looks harmless, and the full address is copied into it because that is what the template found online does. That line is precisely where the cost of your future moves is decided — and we have costed elsewhere that a transfer of registered office comes to between 201 and 481 € in compulsory fees.

What the law actually requires in the articles

For commercial companies, article L. 210-2 of the code de commerce (Commercial Code) lists what the articles of association (“statuts”) must determine: the legal form, the duration, the corporate name, the registered office, the objects and the amount of the share capital. For civil-law companies, article 1835 of the code civil (Civil Code) uses the same wording. In both cases the text refers to “the registered office” and nothing more: the articles do not have to state the full address, with the street number and name.

A clause reading “The registered office is established at Tours (Indre-et-Loire)” is therefore acceptable, and is accepted without difficulty by the greffes (commercial court registries). Let us say it plainly, because many articles get this wrong: no legal text expressly authorises this drafting. Its lawfulness follows from the absence of any requirement to the contrary and from settled practice — it is not a written permission, it is a firmly established usage.

And it has a limit you should know before celebrating: the exact address remains compulsory on the register. Article R. 123-53, 4° of the code de commerce requires you to declare “the address of its registered office”. In other words, the town-only clause spares you an amendment to the articles, never the formality: a move three streets away still calls for a decision by the competent body, minutes (“procès-verbal”), a legal announcement (“annonce légale”) and an amending filing with the guichet unique (one-stop shop).

The saving is therefore not total, but it is real: you spare yourself the extraordinary general meeting, the redrafting of the articles and, depending on the legal form, a majority that is sometimes very demanding.

Who may decide on a transfer, and how far

That is the second question, and the answer depends entirely on your legal form. Many templates circulating online reproduce a state of the law that is now obsolete — be especially wary of any clause limiting the director’s power to “the same département or a neighbouring département”: that limit has gone.

In an SARL, the final paragraph of article L. 223-18 of the code de commerce provides that “the registered office may be moved within French territory by decision of the manager or managers, subject to ratification of that decision by the members”. This power exists without any clause being needed, and it covers the whole of France. Ratification is governed by article L. 223-29, that is more than half of the shares: an ordinary majority, far gentler than the one required for other amendments to the articles. And where the members decide directly, article L. 223-30 likewise requires half of the shares.

In an SA with a board of directors, article L. 225-36 allows the board to decide to move the registered office within French territory, subject to ratification by the next ordinary general meeting.

In an SAS, the regime is entirely different, and this is where the real risk lies. Article L. 227-1 disapplies article L. 225-36: the president’s power to transfer the registered office does not exist as of right. It is the articles that set the competent body, article L. 227-5 providing that they “set the conditions under which the company is managed”. Without a clause, the transfer falls back on the shareholders as a body, under whatever majority rules the articles lay down for collective decisions — and, prudently, unanimity if nothing is provided.

In a société civile, article 1836 of the code civil is unambiguous: “The articles may not be amended, failing a clause to the contrary, other than by unanimous agreement of the members.” For a family SCI (property holding company) with five members, changing address therefore requires everyone’s agreement — unless the articles have provided otherwise.

The delegation clause: essential in an SAS and in a société civile

Hence the point that matters most. A clause giving the director the power to transfer the registered office and to amend the articles accordingly does not carry the same weight everywhere:

• In an SARL and an SA, it adds nothing to the principle: the power already exists in law. Restating it in the articles remains useful to head off any argument, but it cannot remove the ratification by the members, which the law imposes.
• In an SAS, it is essential. It is the only way to give the president the power to act alone: “The president may decide to transfer the registered office to any place within French territory and to amend the articles accordingly.”
• In a société civile, it is just as decisive: it is the words “failing a clause to the contrary” in article 1836 that make it valid. Draft it at incorporation — because introducing it later will require… unanimity.

One reservation for regulated professions practising through a société civile professionnelle (professional partnership): each profession has its own decree, which may govern how powers are allocated. Have the clause checked against your professional text rather than copying a generic template.

A registered office at home: the five-year rule is widely misunderstood

This is the most widespread error, including among serious writers. You read everywhere that a company may only have its registered office at its director’s home for five years. That is inaccurate.

The first paragraph of article L. 123-11-1 of the code de commerce sets out the principle: “Any legal person is authorised to establish its registered office at the home of its legal representative and to carry on an activity there, save for contrary statutory provisions or contractual stipulations.” No time limit is imposed in that case.

The five-year rule applies only to the exceptional situation covered by the second paragraph: where a statutory provision or a clause — in the lease, in the co-ownership rules — stands in the way. The registered office may then be established there “for a period which may neither exceed five years from the incorporation of the company, nor go beyond the statutory, contractual or judicial end of the occupation of the premises”. Two ceilings therefore operate together, and time runs from the incorporation of the company, not from the director moving in.

In that exceptional case alone, the third paragraph requires you to notify your intention in writing to the landlord, the co-ownership association or the representative of the property complex, before filing the application. It is a notification, not a request for authorisation: the landlord has no right of veto.

Finally, the fourth paragraph deserves careful reading: it is before the five years expire, not after, that you must send the greffe the evidence justifying the change of situation, failing which you may be struck off the register of your own motion. The registrar sends a letter three months before the deadline. To avoid needless panic, let us be clear: being struck off the register entails neither the dissolution of the company nor the loss of its legal personality — it is nonetheless a situation you should not let take hold.

What your domiciliation provider must guarantee you

If you choose a domiciliation company, the contract is regulated. Article R. 123-168 of the code de commerce requires a written agreement, “concluded for a term of at least three months, renewable by tacit renewal”, and requires the contract to state the references of the provider’s agrément (prefectural licence). Three months is a legal floor, not a market standard.

The same text obliges the provider to make available “premises fitted with a room suitable for ensuring the necessary confidentiality and for allowing the bodies responsible for management to meet regularly … as well as for the keeping, retention and consultation of the books, registers and documents”. A mere letterbox does not meet that requirement — and article L. 123-11-2 in any event prohibits carrying on domiciliation “in premises used as a main residence or in mixed residential and professional use”.

The agrément itself is issued by the préfet of the département, for six years. Operating without an agrément is punishable by six months’ imprisonment and a fine of 7 500 €. New in 2026: the law of 25 June 2026 on combating fraud added a condition to the agrément — evidence of training in anti-money-laundering and counter-terrorist financing, on terms left to a decree.

Finally, one exemption that is useful for groups: article R. 123-170 provides that “companies and their subsidiaries which establish their registered office in the same premises, of which one of them has the enjoyment, are not required to conclude a domiciliation contract between themselves”.

Two misconceptions about what the registered office governs

The registered office does indeed determine the competent greffe: article R. 123-35 attaches the registration of a legal person to the registry in whose district its registered office is located. Two stubborn beliefs, however, deserve to be corrected, and we prefer to do so even though they would suit us commercially.

No, CFE (cotisation foncière des entreprises, the local business rates) is not payable at the place of the registered office. Article 1473 of the code général des impôts (General Tax Code) establishes it “in each commune where the taxpayer has premises or land”. Only in the absence of any premises — under the opening words of II of article 1647 D — do taxpayers domiciled under a domiciliation contract pay the minimum charge at the place of their domiciliation. A practitioner who rents consulting rooms remains taxed where those rooms are: domiciliation does not let you choose your CFE commune.

No, the address does not determine your tax office. Article 218 A of the code général des impôts establishes corporation tax “at the place of the principal establishment”, the authorities being able to designate the place of effective management or that of the registered office. The administrative doctrine is explicit: taxation at the address of a domiciliation business “may be accepted only if it has no other business premises where the activity or the management of the business is carried on”.

Regulated professions: the registered office is not a free choice

For several professions, the registered office governs which professional body you come under, which restricts the choice of address:

• Doctors: the application to register a société d’exercice libéral (professional practice company) is addressed “to the departmental council of the ordre of the company’s registered office” (art. R. 4113-4 of the code de la santé publique, the Public Health Code). Establishing the registered office in another département therefore changes which departmental council has jurisdiction.
• Lawyers: the company is formed “subject to the condition precedent of its admission to the bar attached to the tribunal judiciaire in whose district the company’s registered office is fixed” (decree of 14 August 2024). The registered office determines the bar.
• Community pharmacists: the société d’exercice libéral is formed subject to the condition precedent of registration on the roll of the ordre and may not operate more than one pharmacy (art. R. 5125-15 and R. 5125-16). In practice, the registered office follows the pharmacy.

Before settling on your address, therefore, check the text governing your profession: it is a point we examine as a matter of course before proposing a domiciliation to you.

The clause we recommend

Three drafted variants, from the most flexible to the most tightly locked, are available in our document templates.

In short, a piece of drafting that runs to two sentences and saves you hundreds of euros at the first move:

“The registered office is established at [town]. It may be transferred to any other place within French territory by decision of [the competent body for your legal form], which is empowered to amend the articles accordingly, subject, where applicable, to the ratification required by law.”

And if you have inherited articles that are already signed, the check takes two minutes: does your clause state a street number? Does it contain a departmental limit that has become obsolete? If you are an SAS or a société civile, does it say who may decide? Those three questions are worth the time they take.

Rules verified against primary sources on Légifrance: articles L. 210-2, L. 223-18, L. 223-29, L. 223-30, L. 225-36, L. 227-1, L. 227-5, L. 123-11-1 to L. 123-11-3, R. 123-35, R. 123-53, R. 123-168 and R. 123-170 of the code de commerce; articles 1835 and 1836 of the code civil; articles 218 A, 1473 and 1647 D of the code général des impôts; articles R. 4113-4, R. 5125-15 and R. 5125-16 of the code de la santé publique. Article written by Épiphyse Conseil, chartered accountants specialising in supporting the liberal and healthcare professions. This article sets out the state of the law in August 2026 and is no substitute for a review of your own situation: the drafting of a clause in your articles binds your company for the long term.