Change of registered office

What it means

A change of registered office is the move of a company's official address, as entered in the commercial register, to another place. The registered office is the address to which authorities, courts and business partners deliver correspondence, and it also determines the local jurisdiction of some bodies. It need not be the place where the company actually operates.

The general meeting or the sole shareholder decides on the change, and if the address appears in the articles or deed of formation, that document is amended too. The application for registration must be accompanied by the property owner's consent, or by a lease that the owner approves.

The change is entered in the commercial register, and from then on the new address appears in the commercial register extract. A company can thus move to another town, to an office it has rented, or to the address of a virtual registered office provider.

How it works in practice

The procedure is similar to other register changes: a shareholders' resolution, the property owner's consent to the registered office with an officially certified signature, a consolidated version of the articles where needed, and an electronic application for a commercial register filing. In most cases the filing is prepared by a lawyer or a firm specialising in company changes.

After registration, the new address flows automatically into several registers, but some items need checking by hand. These include bank records, contracts with customers and suppliers, invoice headers and the website, trade and other licences, and addresses in insurance contracts. Invoices must show the correct registered office from the date the change takes effect.

If the office moves into the area of a different tax office, the competent tax authority changes as well. The Financial Administration usually takes the change from the register, but it is sensible to check which office is responsible after the move. Local taxes may also change, such as property tax or motor vehicle tax depending on where vehicles are registered.

What to watch out for

The registered office must be genuinely reachable. If the company does not collect mail at the address, letters from authorities and courts may be deemed delivered and deadlines start running without its knowledge. With a virtual office, reliable mail forwarding and monitoring of the electronic mailbox are therefore essential.

Changing the registered office is not a way to escape obligations. Moving a company to an unknown address shortly before an audit, enforcement or insolvency may be seen by authorities and courts as an attempt to frustrate proceedings, and the director may become liable. Moving to another country is subject to special cross-border conversion rules.