Introduction
When establishing a company in France, one of the very first steps is to determine its registered office (siège social). This may appear to be a mere formality—a postal address inserted into the company’s statutes. But in reality, the registered office is a cornerstone of French corporate law.
The registered office determines the applicable law, the competent courts, the location for official publications, and even the basis for corporate taxation. It is both a legal anchor and a practical point of reference for the company’s identity.
In this article, we will explore in detail the rules surrounding the registered office in French law. We will start with the legal definition and consequences (points 1–4), then provide a deep, expanded analysis of the practical rules from point 5 onwards: urban planning constraints, domiciliation rules, sanctions, the role of subsidiaries, secondary establishments, and more.
This guide is intended for entrepreneurs, managers of SARLs and SAS, startups, and international investors who need a clear and authoritative understanding of how to correctly set up and maintain a registered office in France, and more specifically:
- The Importance of the Registered Office for a French Company
- The Difference Between Statutory Seat and Real Seat of a French Company
- The Tax and Judicial Implications of the Location of the Registered Office of a French Company
- The Options Available for Establishing the Registered Office of a French Company
- Urban Planning and Regulatory Constraints Applicable to the Location of a Registered Office
- Temporary Domiciliation Exception At The Manager’s Residence
- Domiciliation of French Subsidiaries and Group Companies
- Secondary Establishments and Branches in France
- Risks and Sanctions in Detail
- Practical Checklist for Entrepreneurs
1. The Importance of the Registered Office for a French Company
The registered office is the legal domicile of the company. It is the official address that appears in the articles of association and is recorded with the Registre du Commerce et des Sociétés (RCS).
This location determines:
- Applicable law: A company with its registered office in France is subject to French law (Commercial Code, art. L. 210-3).
- Legal formalities: Incorporation notices and subsequent changes (capital increase, transfer, transformation) are published at the place of the registered office.
- Judicial jurisdiction: Disputes involving the company fall under the courts of the registered office’s jurisdiction.
Thus, the registered office is not an incidental detail: it is the foundation of a company’s legal existence.
2. The Difference Between Statutory Seat and Real Seat of a French Company
French law distinguishes between the statutory seat (the one declared in the statutes) and the real seat (where management is effectively exercised).
- Third parties are entitled to rely on the statutory seat.
- The company cannot oppose its statutory seat against third parties if its real seat is elsewhere.
Courts look at practical indicators to identify the real seat:
- Where accounting records are kept,
- Where major contracts are concluded,
- Where general meetings are held.
Case law (Cass. com., 12 Dec. 1972) affirms that judges have sovereign discretion to declare a registered office fictitious if evidence shows otherwise.
3. The Tax and Judicial Implications of the Location of the Registered Office of a French Company
The registered office has important consequences:
- Taxation: Corporate tax is normally assessed at the principal establishment. But tax authorities can choose the registered office or the place of effective management if taxation at the main site causes difficulties (CGI art. 218 A).
- Jurisdiction: Courts in the district of the registered office hear disputes involving the company.
- Publicity: Publications relating to incorporation, amendments, and dissolution are tied to the registered office’s location.
4. The Options Available for Establishing the Registered Office of a French Company
Companies in France have several legal options:
- Private premises (owned, leased, or subleased).
- The manager’s home, under specific conditions (permanent, temporary, or with mayoral authorization).
- Collective domiciliation, through a licensed domiciliation provider.
- Shared premises with subsidiaries or parent companies.
Each option comes with supporting documents, limits, and potential risks.
5. Urban Planning and Regulatory Constraints Applicable to the Location of a Registered Office
The choice of registered office is not only governed by corporate law, but also by urban planning rules (droit de l’urbanisme) and housing law (droit de la construction et de l’habitation).
Transformation of Residential Premises
In many cities, especially Paris and its suburbs, space is scarce and housing is protected. French law imposes strict limits on converting residential premises into professional or commercial use.
- Under Article L. 631-7 of the Construction and Housing Code (CCH), changing the use of a residential property into commercial premises requires prior mayoral authorization.
- This applies in:
- municipalities with more than 200,000 inhabitants,
- the departments of Hauts-de-Seine, Seine-Saint-Denis, and Val-de-Marne.
Without this authorization, domiciliation is unlawful.
Compensation Measures
The mayor may grant authorization but require compensation. Typically, this involves converting another property into housing to offset the loss. For example:
- If an apartment is transformed into a law office, another property must simultaneously be restored into a dwelling.
This mechanism preserves the housing stock in densely populated areas.
Île-de-France Specific Restrictions
The Île-de-France region imposes even stricter controls:
- Offices: Any creation, reconstruction, or extension of office space over 1,000 m² requires authorization.
- Warehouses: Threshold is 5,000 m².
These thresholds apply regardless of whether the premises are newly built or converted.
6. Temporary Domiciliation Exception At The Manager’s Residence
The law tolerates temporary domiciliation (up to 5 years) at the manager’s residence, even in premises otherwise covered by Article L. 631-7. This allows startups and new businesses to get off the ground.
However, once the 5 years expire, the company must transfer its registered office to compliant premises.
Sanctions for Non-Compliance
The sanctions are severe:
- Nullity of contracts: Any agreement concluded in violation of Article L. 631-7 may be declared void.
- Civil fines: Up to €50,000 per unlawfully converted premises.
- Penalty payments: Daily penalties up to €1,000 per day and per square meter of non-compliant space.
- Restoration orders: Courts may order reconversion into residential use within a set timeframe.
- Forced eviction and works: If deadlines are not met, authorities may evict occupants and carry out works at the company’s expense.
These risks make it crucial for businesses to carefully check urban planning regulations before domiciling a company in residential premises.
Temporary Domiciliation and Notifications
When a company chooses temporary domiciliation at the manager’s home:
- Duration: Maximum of 5 years, starting from incorporation.
- Notification: The manager must notify the landlord, co-ownership, or building representative of the intention to domicile the company. This must be done in writing (registered letter recommended).
- Registry procedure: The RCS does not require proof of notification for registration, but failure to notify may cause later disputes.
- Renewal or relocation: Three months before expiry, the commercial court registrar will request evidence of a new registered office. If not provided, the company may be struck off.
- Déménagement: If the manager moves during this period, the registered office may follow to the new home, within the remaining period of the original 5 years.
This system strikes a balance between entrepreneurial flexibility and legal certainty.
7. Domiciliation of French Subsidiaries and Group Companies
French law allows a parent company and its subsidiaries to share premises without a domiciliation contract, provided one of them has lawful enjoyment of the premises.
- Simplification: Only a certificate from the parent company is required for RCS registration.
- Leased premises: If the premises are rented, the lease must be examined carefully. Many leases prohibit subletting, domiciliation, or sharing. Landlord consent may be needed.
- Legal nuance: Simple domiciliation without payment is not considered subletting. However, if rent or services are exchanged, courts may reclassify the arrangement as a sublease.
This flexibility is useful for business groups but requires careful contract review.
8. Secondary Establishments and Branches in France
Beyond the registered office, companies may open secondary establishments (établissements secondaires) or branches.
- Definition: A permanent place of business, distinct from the registered office, managed by the company or its representatives, and with some decision-making power.
- Registration: Must be declared within one month of opening. Either a secondary registration (if new jurisdiction) or supplementary entry (if in same jurisdiction).
- Identification: Each receives its own SIRET number (14 digits), though the SIREN (first 9 digits) remains that of the parent company.
- Commercial documents: Must display:
- the company’s corporate name,
- the words SARL or SAS and the share capital,
- the SIREN number, followed by “RCS” and the city of registration.
Unlike registered offices, proof of enjoyment of premises is not required for secondary establishments.
9. Risks and Sanctions in Detail
Companies failing to comply with domiciliation rules may face:
- Automatic deregistration if temporary domiciliation expires without renewal.
- Lease termination if a manager violates co-ownership or lease clauses.
- Criminal fines for domiciliation providers without prefectural authorization: €7,500 for individuals and €37,500 for companies.
- Civil fines up to €50,000 for unauthorized urban planning transformations.
- Astreintes (daily penalties) of up to €1,000 per square meter.
- Confiscation of premises or equipment for providers acting illegally.
These sanctions underline the seriousness of complying with domiciliation rules.
10. Practical Checklist for Entrepreneurs
When registering a company, acceptable documents for the registered office include:
- property title or commercial lease,
- sublease contract or deed of lease transfer,
- recent utility bill,
- certificate of gratuitous use from the owner or manager,
- domiciliation contract with licensed provider,
- parent company certificate for subsidiaries.
Preparing these documents in advance avoids delays in incorporation.
FAQs on the Registered Office in France
Q1. Can I use a P.O. box as my registered office?
No. French courts have ruled (CA Paris, 2007) that a P.O. box does not meet legal requirements.
Q2. Can my SARL be domiciled at my personal home?
Yes, under certain conditions (depending on city size, lease clauses, and activity type). It may be permanent, temporary (5 years), or subject to mayoral authorization.
Q3. What if I forget to transfer my registered office after 5 years of temporary domiciliation?
The company may be struck off the RCS automatically.
Q4. Are collective domiciliation providers safe?
Yes, provided they hold valid prefectural authorization and meet their obligations (confidential premises, reporting duties, document storage).
Q5. What is the difference between a registered office and a branch?
The registered office is the company’s legal domicile. A branch (secondary establishment) is an additional place of business with operational autonomy.
Q6. Can I host another company at my residential address?
No. A company cannot host another legal entity in the private residence of its representative.
Q7. What are the penalties for non-compliance with urban planning rules?
Civil fines up to €50,000 per premises, daily penalties, eviction, and forced works at the company’s expense.
Conclusion
The registered office in France is more than an address: it is the legal and administrative anchor of a company. It determines jurisdiction, taxation, publicity obligations, and even access to commercial lease protections.
From urban planning rules to temporary domiciliation deadlines, the requirements are both strict and detailed. For entrepreneurs, overlooking these rules can lead to deregistration, fines, or costly disputes.
At FrenchCo.Lawyer, we specialize in guiding companies through the complexity of French corporate law. Whether you are a startup looking to domicile at a founder’s home, a group setting up subsidiaries, or an international investor expanding in France, we ensure your registered office complies fully with legal and practical requirements.
📞 Contact us today for tailored legal advice on setting up or transferring your company’s registered office in France.
