APPENDIX 1-1 (APPENDIX TO ARTICLES A. 123-45, A. 123-47, A. 123-50, A. 134-2)

Articles in this section · 11

Article Annexe V

French Commercial codeIn force

Updated 4 Nov 2023

APPLICATION FOR REGISTRATION IN THE AREA OF A NEW REGISTRATION OFFICE OF A PERSON OR COMPANY ALREADY REGISTERED WITH THE RCS

1. Main registration following a transfer

1.1. Transfer of the registered office of a legal entity:

- registration extract for the previous registered office dating back less than three months except where the second paragraph of article A. 123-46 ;

- proof of use of the premises where the registered office is located, in the form of any document drawn up in the name of the company proving that the address declared is correct;

- if the legal representative has the option of locating the registered office at his or her home for a limited period, proof of domicile in the form of any document drawn up in his or her name proving that the address declared is correct;

- occupation of shared premises : if the registered office is located in premises occupied jointly by one or more companies, copy of the domiciliation contract referred to in articles R. 123-167 et seq indicating the references of the prefectoral authorisation provided for in article L. 123-11-3 and an extract from the RCS or the trade register of the domiciliary, unless the latter is registered at the same registry or is a French legal entity governed by public law or an association grouping together French legal entities governed by public law;

- where the deeds deciding on the transfer were filed prior to the change declaration, a copy of the filing receipt;

- where applicable, a certificate of publication in a legal gazette or a copy thereof.

1.2 Transfer of the principal place of business for a natural person:

- extract of the previous principal registration dated less than three months except where the second paragraph of article A. 123-46;

- proof of enjoyment of the premises or proof of the business address fixed to the residential premises, by any document drawn up in the name of the person required to register that makes it possible to prove the reality of the address declared;

- origin of a business acquired or received:

- by purchase, auction, allotment by way of partition: copy of the registered deed and certificate of publication in a legal gazette or copy thereof;

- by way of donation: copy of the deed of gift;

- by devolution of succession, without partition or licitation, copy of the deed of notoriety or the inventory heading;

- by management lease: for the tenant-manager, copy of the management lease contract and certificate of publication in a legal gazette or copy thereof;

- by management-agent: for the agent, copy of the management-agent contract and certificate of publication in a legal gazette or copy thereof;

- under a transfer plan, for the management of the business transferred, copy of the judgment ordering the transfer plan.

2. Secondary registration

2.1. Opening of a secondary establishment:

- extract from the main registration dating back less than three months;

- origin of the business acquired or received:

- by purchase, licitation, allotment by way of partition: copy of the registered deed and certificate of publication in a legal gazette or copy thereof;

- by gift: copy of the deed of gift;

- by devolution of the estate, without partition or licitation; copy of the deed of notoriety or inventory heading;

- by management lease: for the tenant-manager, copy of the management lease contract and certificate of publication in a legal gazette or copy thereof;

- by management-agent: for the agent, copy of the management-agent contract and certificate of publication in a legal gazette or copy thereof;

- under a transfer plan, for the management of the business transferred: copy of the judgment ordering the transfer plan.

2.2 Opening of an establishment on transfer.

2.2.1. Transfer of a principal establishment:

- registration extract of the previous principal establishment dating back less than three months;

- origin of the business acquired or received:

- by purchase, licitation, allocation by way of partition: copy of the registered deed and certificate of publication in a legal gazette or copy thereof;

- by way of gift: copy of the deed of gift;

- by devolution of the estate, without partition or licitation: copy of the deed of notoriety or the inventory heading;

- by management lease: for the tenant-manager, copy of the management lease contract and certificate of publication in a legal gazette or copy thereof;

- by management-agent: for the agent, copy of the management-agent contract and certificate of publication in a legal gazette or copy thereof;

- under a transfer plan, for the management of the business transferred: copy of the judgment ordering the transfer plan.

- extract from the registration of the previous secondary establishment dating back less than three months;

- origin of the business acquired or received:

- by purchase, licitation, allocation by way of partition: copy of the registered deed and certificate of publication in a legal gazette or copy thereof;

- by way of donation: copy of the deed of donation;

- by contribution: copy of the deed and certificate of publication in a legal gazette or copy thereof;

- by management lease: for the tenant-manager, copy of the management lease contract and certificate of publication in a legal gazette or copy thereof;

- by management-agent: for the agent, copy of the management-agent contract and certificate of publication in a legal gazette or copy thereof;

- under a transfer plan, for the management of the business transferred: copy of the judgment ordering the transfer plan.

Mariela Petrova

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Common Questions

Working with a corporate lawyer in France — Q&A

Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.

The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.

We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.

Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.

Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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