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The minutes of general meetings for approval of the annual accounts of commercial companies

Once a year, the annual accounts for the last financial year, i.e., the balance sheet, the profit and loss statement and the notes, must be approved of the Annual General Meeting. More specifically, in most commercial companies (SA, SAS, SNC, SCS, SA, SARL etc. ), the members of the executive bodies are liable to heavy criminal and civil sanctions for management error, if they breach the obligation to submit annual accounts for approval by the partners or shareholders. For this reason, the members of these executive bodies must demonstrate that they have indeed submitted the company's annual accounts for the preceding financial year for approval by the partners or shareholders, who generally meet in Annual General Meeting, by drawing up minutes of the general meeting. The approval of the annual accounts is therefore strictly regulated. By approving these annual accounts, these partners or shareholders implicitly demonstrate that the documents concerned contain data that has been prepared on a true and sincere basis. They also presume that, as of the closing date of each financial year, these annual accounts reflect a faithful picture of the assets, the financial position and the book profit (or loss) for the companies' business. More generally, the approval of the annual accounts represent the indispensable tool to provide a minimum of information on the main accounting parameters, financial management and operations of commercial companies. They are therefore an essential decision making tool aiding the diverse interests of any interested person (directors; shareholders; investors; government authorities; creditors, such as bankers, suppliers; customers; competitors; commercial courts and potentially other judicial authorities, responsible for preventing and dealing with companies in difficulty) near or far, through access to the company's business data as well as by their financial, accounting and management position. For all these reasons, it is vital that the annual accounts must be approved in strict compliance with the statutory requirements.

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File : Transfer of a company registered office

Part 1

Registered office perimeter

Registered office perimeter

The registered office is the address of the company's legal domicile. It is set out in articles of association at the time of creation and can be changed during the company's life-cycle.

Overview

Registered office perimeter. The registered office is the place where actual management and operation of the Company's institutions are carried out. It may be different to that of the company's place of operation i.e. the place where the company's activities are performed. The Company's registered office address is shown in the articles and makes it possible to determine which tribunal is territorially competent for the company. For example: the tribunal before which the company is summonsed to appear in the event of legal action; the commercial court whose registry will receive and process procedures throughout the company's existence (modification of the articles, annual filing of accounts or initiating insolvency proceedings…).
The registered office also determines the company's nationality and the law under which it falls (French law for companies with its registered office in France).

Good to know: Infogreffe has made available for you an interactive map that will enable you to find which is the competent commercial court for each municipality.

The registered office can be set up:

  • either at the domicile of the company's legal representatives or in local premises (whether or not the company owns them, rents them or is a valid sub lessee);
  • or in premises jointly rented by several companies (with a domiciliary contract);
  • or currently occupied by several companies (exclusively between parent company and subsidiaries).

Transfer of registered office

There are multiple reasons why registered offices may be transferred: proximity between the legal representative's personal domicile and the registered office, the search for more spacious premises, the need to set up abroad etc.
On a geographical level, the change may occur within the territory of the same commercial court registry, or may fall under that of a different registry or even of a foreign country.
The change in theory gives rise to a change in the address of the registered office shown in the articles; this requires a prior decision to transfer and a corresponding modification in the articles; both decisions to be made by the bodies of the company holding this power.
Various cases may arise:

  • In a limited liability company (SARL), transfer of the registered office is decided by the partners' extraordinary general assembly.
  • In a limited company (SA), the board of directors or the monitoring committee may decide on transfer of the registered office within the same department or any neighbouring apartment, subject to ratification by the ordinary general assembly. Transfer of the registered office to any other locality must be decided by the ordinary general assembly.
  • In a simplified joint stock company (SAS), the law does not call for a collective decision. It is the articles of association, drawn up when the company was created, that determine the competent body. This may be for example, the chair or any other organ set out in the articles.

Good to know : in a SARL, if transfer of the registered office is carried out within the same department or to a neighbouring department, the manager alone may decide, subject to having his decision ratified by the partners's ordinary general assembly.

 

Procedures to be carried out prior to constituting a registered office transfer dossier

The company has one month from the date of the modifying deed (for example the minutes of the general assembly that made the decision) to publish the announcement of the transfer.
The first formalities to perform publication of an announcement in a legal journal showing both the new and former registered office localities:

  • if it falls under the same commercial court, the notification must be published in a legal journal in the registered office locality;
  • if it is in a different perimeter, two notifications must be published: one in a legal journal in the former locality, and the other in a legal journal in the registered office's new locality.

Good to know: if transfer of the registered office applies to the company that was authorised or received a permit from a control authority in order to perform its activity (i.e. for a regulated activity) the following must be attached to the transfer dossier: the diploma, the permit or reauthorisation delivered by said authority. Where applicable, such authorisation must be geographically modified with the new territorially competent authority.
 

Good to know:  the cost of transfer of the registered office is between €184.91 for transfer is within the same territory and €251.05 when transfer takes place to a different territory; this includes the fees for the registry, VAT, INPI fees and publication in the Bodacc.