Le relocation of the registered office of a limited liability company (SARL) requires the updating of the company's articles of association. This involves respecting many legal procedures. here are the steps to follow to move the registered office of an LLC :
- Organize an extraordinary general meeting
- Update the statutes of the SARL
- Complete the formalities required by law
Convene a general meeting to move the registered office of an LLC
The competent authority alone is authorized to take the decision concerning the relocation of company headquarters. For an LLC, the power to decide on the transfer of the registered office belongs to all of the associates. It is then necessary to organize a decision extraordinary since this leads to modification of the statutes of the SARL. However, the articles of association may grant the manager the right to take this decision alone, provided that it is approved by the partners at a general meeting.
First of all, the manager must write a report and send it to the partners. Some information should be mentioned, including:
- The reasons the transfer of the registered office of the SARL,
- The full address of new headquarters,
Here are the quorum and majority requirements applicable to LLCs:
- SARL created before August 4, 2005
- Quorum: no
- Majority: at least three quarters of the shares
- SARL created from August 4, 2005 (and also those created before this date but which have opted for the new regime)
- Quorum: a quarter of the partners present on the first consultation and a fifth on the second consultation (unless a larger quorum is provided for in the statutes)
- Majority: two-thirds of the shareholders present or represented (unless a higher majority is imposed by the statutes, without however being able to represent the unanimity of the shareholders)
The resolution must be submitted to the vote of the shareholders and be accepted (or not). If this is the case, here is the mention that must be present in the minutes of the extraordinary general meeting :
resolution number [number] – Relocation of the head office
The extraordinary general meeting, after having heard the reading of the report of the management, decides to move the registered office of [Full old address] à [New complete address], starting the [Effective date of seat transfer].
Consequently, the article [Article number modified] of the articles of association has been amended as follows:
“The head office is located at [New complete address] »The rest of the article remains unchanged.
Adapt the statutes of the SARL following a change of registered office
Once the transfer of registered office has been decided, it is necessary to modify the statutes of the SARL in order to mention the new location. The mentions to be added must replace the old ones.
In addition, the company must submit an updated version of the articles of association to the business formalities center when the file is compiled.
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Required formalitiesfor the transfer of the registered office of an LLC
Publication of a notice in the journal of legal announcements
The transfer of the registered office of a SARL involves placing a legal announcement in a newspaper authorized to receive notices:
- a notice of transfer when the registered office remains in the same area of jurisdiction of the commercial court,
- or two announcements when the seat is moved to another department.
The advertisement must contain mandatory information depending on the location of the new head office. here is a example of legal announcement of transfer of registered office of SARL when the seat is still in the same spring :
Notice of transfer of registered office
Company name: [corporate name of the SARL]
Form : [SARL]
The head office : [place of the registered office of the SARL]
Share capital: [amount of the share capital of the SARL in €] euros
Siren number [siren number] RCS [city]
Under the terms of an extraordinary general meeting dated [date of report], the partners have decided to transfer from [effective date of transfer of seat] the head office which was at [former headquarters address] to the following address [new head office address].
Article [number] of the Articles of Association has been amended accordingly.
The legal deposit will be made in the trade and companies register of [city].
For notice and mention.
And here is a example of legal announcement of transfer of seat when the SARL changes jurisdiction :
Notice of transfer of registered office
Company name: [corporate name of the SARL]
Form : [SARL]
The head office : [place of the registered office of the SARL]
Share capital: [amount of the share capital of the SARL in €] euros
Siren number [siren number] RCS [city]
Under the terms of an extraordinary general meeting dated [date of report], the partners have decided to transfer from [effective date of transfer of seat] the head office which was at [former headquarters address] to the following address [new head office address].
Article [number] of the Articles of Association has been amended accordingly.
[Name, first name and address of the manager] remains manager of the company.
The company will be registered in the Trade and Companies Register of [city] and will be removed from the Trade and Companies Register of [city].
For notice and mention.
Declaration of the transfer to the CFE
The manager of the company or the representative authorized to carry out the formalities must declare the transfer of the registered office of the SARL in the center of formalities companies. The declaration is made with a file containing:
- an M2 form completed in triplicate,
- a copy of the articles of association updated, dated and certified by the manager,
- a copy of the certificate of publication of the legal announcements (or of the two certificates, if applicable),
- a copy of the decision to transfer the registered office: meeting minutes (SARL), decision of the sole shareholder (EURL), or any other act deciding the change,
- proof of use of the new premises,
- in the event of delegation, a power granted to the depositor by the manager,
- and head office status occupied by the SARL when it changes jurisdiction of the commercial court.
If the SARL transfers its registered office outside the department, it is the CFE on which the new registered office depends which must be the recipient of the dispatch. Businesses also have the option of transfer their online headquarters to the Internet. The required documents are sent digitally (form filling, sending of scanned documents and payment by credit card).
Changing the registered office of a SARL requires a minimum of knowledge and requires compliance with a strict procedure: decision of the shareholders during the general meeting, drafting of minutes, adaptation of the articles of association, publication of a legal notice and submission of a file to the Business Formalities Center (CFE). The procedure is simpler when the company has only one partner (EURL ou SASU). It is more complex for SAS.
Do you intend to move your seat? Use our partner service: I move !
To read also on the subject of the modifications of statutes:
