Do you need to expand, or do you simply want to move? During the life of your Hotel, Café, Restaurant, you may want to move. Moving involves completing a number of formal steps to register your company's new address. Indeed, the address of your company, recorded in your articles of association and on your company's K-bis, is important so that your partners can find you. Here are the advice of specialized lawyers concerning the transfer of the head office of a Hotel, Café, Restaurant.
A change in the statutes
The address of your company appears in your articles of association, so you will have to amend them. It will then be necessary to search your articles of association and the law for the quorum and majority rules applicable to your form of company in order to modify your articles of association.
The decision is usually taken by the general meeting of partners. However, changes in the head office in the same department or in a neighboring department can be carried out using simplified procedures.
SAS — Within simplified joint stock companies (SAS), the law does not impose anything. Therefore, it is the statutes that determine the competent body. Which can be, for example, the presidency or any other statutory body. Often, in SAS, the modification of the statutes concerning the address of the head office can be made by simple decision of the president. It must then be ratified by the next ordinary general meeting.
SARL — In an SARL, the transfer of headquarters falls under the competence of the extraordinary general meeting of partners. But if the transfer is carried out in the same department or in a neighboring department, the manager can decide it alone. However, only subject to the ratification of its decision by the extraordinary general meeting of partners. In practice, this involves adding decisions taken on an extraordinary basis during the next ordinary general meeting to approve the accounts.
SA — The board of directors or the supervisory board may decide to transfer headquarters to the same department or to a neighbouring department. This is subject to its ratification by the following ordinary general meeting.
The publication of the transfer
The deadline for publishing a notice of change in a legal gazette listing the new and former headquarters locations is one month. The notice should be published once or twice. Indeed, the publication must be carried out within the jurisdiction of the commercial court of the old and new head offices of the company.
AAttention: Approvals and authorizations issued for a regulated activity must be attached to the file. It is also necessary to check whether the various authorizations must be renewed with the new territorially competent authority.
In all cases the licenses must be updated and the mandatory declarations must be renewed.
In the event of transfer of business outside the perimeter of the municipality, authorization must be obtained from the regional prefect to transfer license IV.
Registration and declaration of the amending act
The statutory modification must be declared to the competent Business Formalities Center. To be registered, the amending act (the report containing the decision to change the head office) must be accompanied by:
- a copy of the statutes updated, dated and certified as true to the original by the legal representative;
- form M2 for a legal person or P2 for a natural person;
- proof of use of the new premises;
- a list of the company's former head offices;
- the certificate of publication of the legal announcement.
The notification
Finally, it is necessary to check the various contracts signed by the company. This ensures that they do not contain an obligation to notify the new head office.
The Specificities of Food Businesses
lookout, if the change of address involves a change in the establishment, that is to say in the address of the restaurant, it will be necessary to proceed with the various notifications and declaratory formalities relating to the opening of a new restaurant;
In addition, if your Food Business has a license (restaurant, license IV), you must transfer the license.
If you have any questions about how to change the address of a Food Business, our expert lawyers are there to answer your questions.
