Transferring your registered office: four deadlines, four starting points, and a fine that does not exist

A transfer of registered office passes for an over-the-counter formality. So it is, as long as you stay within the standard case. But it is a formality that begins with a question of authority — who has the right to sign — and continues with four deadlines, none of which starts on the same day. Here is the complete chain, with the texts, and the five received ideas best left behind.

What a transfer moves, and what it does not

Let us begin with what does not move, because that is what worries people most. A transfer does not create a new legal person: the company retains the legal personality it acquired on registration. It keeps its contracts, its debts, its receivables, its seniority.

Your SIREN number (the French nine-digit business identification number) does not change: those nine digits identify the legal unit, not its address. The SIRET (the French establishment identification number), on the other hand, changes if the establishment actually moves: the five digits that complete the SIREN — the NIC — characterise the establishment as a geographically located unit. This is a management rule of the Sirene register kept by INSEE, not a legislative provision, and it holds good for every form of company. A corollary that is often missed: if you transfer only the registered office stated in your articles to a domiciliation address without moving your operating premises, your establishment's SIRET does not change.

What does change: the “RCS” wording followed by the name of the town of the greffe (the French commercial court registry), if you change court district. It is not a new number, it is the same registration attached to a different greffe.

One asymmetry is worth knowing about straight away, because it governs everything else. Article L. 210-3 of the code de commerce (the French commercial code), like article 1837 of the code civil (the French civil code), provides that third parties may rely on the registered office stated in the articles, but that the company may not set it up against them if its real seat is elsewhere. The rule always works in the same direction: against the company. That is why a purely formal address protects you from nothing.

Who decides: the question of authority that comes before the formality

We provide a template procès-verbal (minutes) for a transfer of the registered office, in two versions depending on whether the decision rests with the gérant or with the members.

The registered office must appear in the articles of association. Every transfer is therefore, by construction, an amendment to the articles. The question is never “do the articles have to be amended?” — yes, always — but who has the power to do it.

And this is where the most widespread error on the subject lies. A great many articles and precedent documents still state that the gérant (the manager) of a SARL may move the registered office only “within the same département or a neighbouring département”. That has been wrong since Law no. 2015-990 of 6 August 2015, article 212 of which rewrote paragraph 8 of article L. 223-18 of the code de commerce: “The moving of the registered office within French territory may be decided by the manager or managers, subject to ratification of that decision by the members under the conditions laid down in article L. 223-29.” No condition as to distance: neither commune, nor département, nor court district.

Two points that one rarely sees written correctly. First, ratification takes place “under the conditions laid down in article L. 223-29”, which is not the same as “more than half of the shares”: it is more than half of the shares on a first consultation, then, unless the articles stipulate otherwise, a second consultation at a majority of the votes cast whatever the number of members voting. Second, no ratification period is fixed by the text — unlike the SA, where ratification falls to the next ordinary general meeting.

A counter-intuitive detail: where it is the members who decide directly, article L. 223-30 requires more than half of the parts sociales (the shares in a SARL), a capital majority calculated on the whole of the shares, with no quorum and no second consultation. A direct decision of the members is therefore, in practice, more demanding than the ratification of a decision of the gérant.

Two rows of that table are worth pausing on. In a SAS, article L. 227-1 rules out the application of articles L. 225-17 to L. 225-102: neither the board's power nor the monopoly of the extraordinary general meeting applies. And the list of decisions that must be taken collectively under article L. 227-9 does not include the transfer of the registered office: nothing therefore prevents the articles from entrusting it to the président alone. Failing a clause, the safe reflex remains unanimity.

In a société civile and in a SCI, the rule is the reverse of the SARL: no statutory power is conferred on the gérant, and failing a clause in the articles, unanimity of the members is required. For a family SCI one of whose members has fallen out with the others or cannot be found, that is a real blockage — and it is prepared for in the articles, not on the day of the move. We set out the drafting of that clause in our article on the registered-office clause in your articles of association.

The order of operations is not a matter of indifference

Many articles present publication as a step that follows the filing of the application. It is the other way round. Article R. 123-105 of the code de commerce requires the instrument amending the articles to be filed “after, where applicable, publication of the notice” of annonce légale (legal notice), together with a copy of the updated articles certified as a true copy by the legal representative.

• 1. Decide — the competent body takes the decision, and the articles are updated.
• 2. Publish — a notice appears in a publication authorised to carry legal notices, and it must reproduce the old particulars alongside the new.
• 3. File — the single application is submitted electronically through the guichet des formalités des entreprises (the French one-stop portal for company formalities), with the decision and the updated articles.
• 4. The greffe checks and makes the entry — then forwards the notice to the BODACC (the French official bulletin of civil and commercial announcements).

A word about the guichet, because the division of roles is poorly understood. The single body — the INPI, designated by decree no. 2020-946 of 30 July 2020 — receives and forwards; it judges nothing. It is the recipient bodies, and for the register the greffe of the court, that check that the declaration is in order and assess its validity. Writing that “the INPI validates the transfer” makes no sense.

Beware of one condition that is almost never quoted: the filing of the single application counts as a declaration to a given recipient only if it is in order and complete as regards that recipient. An application filed on the thirtieth day but incomplete does not put you in the clear on the deadline.

Four deadlines, and none of them starts on the same day

This is the heart of the matter, and the reason why a transfer is prepared with a calendar rather than with a list.

Two traps are hidden in that table. The first: thirty days are not a month. Depending on the month, the two periods diverge by one to three days, and updating the declaration of beneficial owners is the obligation most often forgotten in a transfer. The second: the starting point under article R. 123-72, where the court district changes, is not the act but the transfer.

No text arbitrates between these starting points when they differ. The prudent rule is simple: take the earliest, that is to say the date of the decision, and align everything on it. If your meeting decides on 3 June on a transfer taking effect on 1^st July, file before 3 July and update the declaration of beneficial owners before 3 July as well.

What the greffe actually asks for

The list of supporting documents is fixed neither by the INPI nor by the greffe: it is regulatory, codified in annex 1-1 to Book I of the code de commerce. That is the argument to put politely against any request for a document that does not appear there.

For the new address, the text requires proof of enjoyment of the premises “by any document drawn up in the name of the company making it possible to establish that the declared address is real”. Read that carefully: any document. The text imposes neither a lease, nor a title deed, nor a bill “less than three months old”. That last requirement, repeated everywhere, is a practice at the counter, not a rule.

More good news where the court district changes: the applicant is exempt from producing the supporting documents concerning the particulars that have not changed and that appear on the extract of the previous registration. The file does not have to be built again from scratch.

If you transfer to a commercial domiciliation address, a written agreement with a licensed domiciliation company is required, for a term of at least three months renewable by tacit renewal. This is the moment to check what that agreement is worth: we have drawn up a list of five points to check before signing. Note that this formal requirement does not apply between a parent company and its subsidiary.

Changing court district: what actually changes

A change of court district no longer has any effect on who decides. It does have one on publication and on the register. And the test is the district of the court, not the département: you can change district without changing département — Bordeaux and Libourne are both in the Gironde.

In practical terms, it is no longer a simple amending entry but a new registration — or the conversion of your secondary registration if you already had one in the receiving district. A copy of the articles is filed with the greffe of the new registered office, together with a document setting out the previous registered offices, the greffes where the filed instruments are held, and the date of the last transfer: this is the basis of what the greffes call the list of successive registered offices.

On the other hand, you have no step to take with the old greffe. The greffier (the registrar) of the new registered office notifies the operation within fifteen days to the single body and to his or her counterpart, who removes the entry of his or her own motion. Articles that advise you to write to the old greffe are making you waste time.

On the number of legal notices, let us be precise where others are categorical: no text says “two notices”. Article R. 210-11 describes the content of the notice to be published in the département of the new registered office; the obligation to publish in the département of departure as well results from a combined reading of the texts and from settled administrative practice. The practical outcome is indeed two notices, but the statement deserves that nuance. We put figures on the whole exercise in our article on the real cost of company formalities.

Finally, a counter-intuitive and verifiable fact: the transfer of the registered office of an EURL whose sole member, a natural person, personally acts as its gérant, or of a SASU whose sole shareholder, a natural person, personally acts as its président, gives rise to no notice in the BODACC. The exemption does not apply if the sole member or shareholder is a legal person or is not the director.

The real risk of being late is not the fine

You read everywhere that late filing exposes you to “a fine of 4 500 €”. That is inaccurate. Article L. 123-5 of the code de commerce punishes by a fine of 4 500 € and six months' imprisonment the act of giving, in bad faith, inaccurate or incomplete particulars with a view to registration or to an amending entry. Bad faith and inaccurate particulars are therefore both required: a mere delay satisfies neither condition. As for the former article L. 123-4, which penalised failure to declare, it has been repealed.

The real penalties lie elsewhere, and they are more troublesome than a fine.

• Unenforceability. Until the change is published in the register, the company cannot set the fact up against third parties and government departments — who may, for their part, rely on it. Here again, the rule works one way only.
• An injunction with a penalty payment. Any interested party, or the public prosecutor, may apply to the president of the court for interim relief. The greffier may also invite you to regularise within one month, failing which he or she refers the matter to the judge responsible for supervising the register.
• Particulars left showing the old address. The obligation to show the address of the registered office on invoices, order forms and the website does, for its part, carry a fine of its own.
• The declaration of beneficial owners. This is the obligation whose penalty is by far the heaviest: a fine of up to 200 000 €, on quite a different scale from the rest.

Three situations in which the procedure changes in nature

If the business is in difficulty

No text prohibits transferring the registered office during a sauvegarde (safeguard proceedings) or a redressement (rehabilitation proceedings). But article R. 600-1 of the code de commerce neutralises the effect of the transfer on jurisdiction: where the registered office has changed in the six months preceding the referral to the court, the court of the original registered office alone remains competent to open the proceedings. Time runs from the amending entry in the register, and not from the decision of the meeting. At European level, a neighbouring rule exists with a three-month period for determining the centre of main interests. In liquidation judiciaire (court-ordered liquidation), the debtor's dessaisissement — the loss of the power to deal with their assets — makes the operation impossible in practice without the liquidator.

If the registered office moves to another European Union State

Since 2023, the operation no longer goes through a dissolution: it is the cross-border conversion, which preserves legal personality. But two limits must be set out from the start. First, the regime is reserved for sociétés par actions (joint-stock companies) and SARLs: a SCI, a SCP or a SNC has no access to it. Second — and this is what general articles leave out — the operation involves converting into a corporate form governed by the law of the host State. You do not move a French SAS and remain a French SAS. The legality check by the greffier, which precedes the certificate, covers among other things whether the operation is abusive or fraudulent, and the period for it may be extended: do not build a timetable on “three months”.

And the cotisation foncière des entreprises

Two opposite assertions are in circulation, and both of them are wrong. No, moving during the year does not save you half the charge: it is due for the whole year by whoever carries on the activity on 1^st January, and a transfer of activity is expressly excluded from the benefit of the pro rata reduction. No, the registered office is not “never” a connecting factor: it becomes one again by way of exception, in particular for the cotisation minimum (the minimum charge) of those who have no premises at all. Above all, draw the distinction: transferring only the registered office stated in your articles, without moving your operating premises, has no effect on your CFE — the cotisation foncière des entreprises, the annual local business tax — which remains due in the commune of the establishment. We deal with the subject in detail in our article on CFE and domiciliation.

What we look at before launching a transfer

A well-run transfer comes down to five checks made before the decision, and not after.

• Authority. Re-read the articles before convening anything at all: in a SAS and in a société civile, everything is settled there.
• The court district. Check whether the new registered office falls under the same court, which has nothing to do with the département.
• The timetable. Set the date of the decision as the single starting point, and count thirty days for the beneficial owners.
• The supporting document. Make sure you have a document in the name of the company establishing that the address is real — domiciliation agreement, lease, bill.
• The particulars. Plan for the updating of invoices, order forms and the website, forgetting which is the only real fine in the whole scheme.

And one question to ask yourself beforehand: if you are transferring your registered office because your current address no longer suits, it is better to choose the next one knowing what it commits you to. That is the subject of our articles on registering your business at your home address and on what a professional domiciliation covers.

Rules checked against primary sources on Légifrance: articles L. 123-5, L. 123-9, L. 123-33, L. 210-3, L. 223-18, L. 223-29, L. 223-30, L. 225-36, L. 225-65, L. 225-96, L. 227-1, L. 227-9, L. 236-50, R. 123-11, R. 123-35, R. 123-66, R. 123-72, R. 123-73, R. 123-94, R. 123-97, R. 123-105, R. 123-110, R. 123-159, R. 123-166, R. 123-167, R. 123-237, R. 210-9, R. 210-11 and R. 600-1 of the code de commerce; articles 1835, 1836, 1837 and 1852 of the code civil; article R. 561-55 of the code monétaire et financier (the French monetary and financial code); articles 1473, 1478 and 1647 D of the code général des impôts (the French tax code); decree no. 78-704 of 3 July 1978; decree no. 2020-946 of 30 July 2020; annex 1-1 to Book I of the code de commerce. Article written by Épiphyse Conseil, a French firm of experts-comptables (accountants) specialising in support for the liberal and healthcare professions. The firm is also associated with Domisiège, a domiciliation company based in Tours — a fact we mention in the interests of transparency, the points to watch set out above holding good for any provider, ours included. Last updated: August 2026.