Registered-Office Transfer for an SRL or SA: Procedure and Costs

An official address with legal effects

The registered office is your company's official address. It appears in the CBE, in Belgian Gazette publications and on your business documents. Since the Code of Companies and Associations, the articles of association only need to state the region of the seat.

Several reasons lead to a registered-office transfer: a lease coming to an end, a growing team or a switch to domiciliation. Each case follows the same legal logic. Only the body that decides differs according to the destination.

Who decides a registered-office transfer?

The answer depends on the language of the articles.

Within the same language area

In principle, the board decides on its own. Dated minutes record the move and the new seat. If your articles still state the full street details, have your notary or accountant check whether the articles need an amendment.

Towards another language area

Everything changes when the move requires a new language for the articles. For example, an SRL with French articles that leaves Brussels for Leuven needs articles in Dutch. The general meeting then votes an amendment of the articles before a notary. Our guide to amending articles of association sets out the majorities.

The language rules in brief:

• In Flanders, the articles use Dutch.
• In Wallonia, they use French, or German in the German-speaking area.
• In Brussels, the company chooses between French and Dutch.

So a move from Namur to Wavre changes nothing about the language.

Not sure which language area a municipality belongs to? Check before you sign, because a few municipalities along the language border have a special status. Spotting the error after publication means a second filing and sometimes a notarial deed.

The steps, in order

The new seat becomes enforceable against third parties from its publication. Therefore keep the old address reachable until that date, and ideally a few weeks longer. Then send your bank and accountant the publication extract, since many only update their records once the registered-office transfer appears in print.

Registered-office transfer and the competent court

The seat also determines the competent enterprise court. A move from Antwerp to Ghent thus changes the registry for filings and for insolvency proceedings. The enterprise number, however, stays the same.

Documents to update

The legal mentions follow the seat. Think in particular of:

• Invoices, quotes and purchase orders.
• The website, emails and terms and conditions.
• Current contracts and bank mandates.
• Online listings, such as directories and maps.

Each document shows the company name, legal form, seat address, enterprise number and "RPM" followed by the competent court.

What does a registered-office transfer cost?

The budget mainly depends on the procedure. A simple board decision mostly costs the flat publication fee in the Belgian Gazette. A registered-office transfer with amended articles adds the notary's fees and costs. A business counter also charges for changing an establishment unit.

For example, an SRL that stays in Liège mainly pays the publication and a few hours of accounting work. By contrast, an SA with French articles that moves to Hasselt also bears the notarial deed and the translation of its articles. So ask your notary for a quote before the decision.

Pitfalls to avoid

• Ending the old lease before the new seat appears in the Gazette.
• Forgetting the language of the articles when changing region.
• Leaving the old address on invoices.
• Confusing the seat with an establishment unit.
• Ignoring post that still reaches the old address during the switch.

Special cases

Moving from your flat to a business centre? Our guide to leaving a home address covers that scenario step by step. Aiming for the capital? Compare districts in our article on a Brussels address.

Finally, a move abroad follows a separate cross-border conversion procedure. In that case, get support from the very start. For the publication itself, read our article on the Belgian Gazette.