Decree No. 85-1280 of 5 December 1985 on the registered company address and amending Decree No. 84-406 of 30 May 1984 on the Register of Commerce and Companies, as amended by Decree n ° 2007-750 of May 9th, 2007 relative to the register of trade and companies and modifying the code of commerce (part regulating).
The Prime Minister. On the report of the Keeper of the Seals, Minister of Justice, and the Minister of Industrial Redeployment and Foreign Trade.
Given the code of the judicial organization, and in particular its article R. 821-2:
Considering the ordinance n ° 58-1352 of December 27, 1958 repressing certain infringements with regard to the commercial register, modified by the law, n ° 84-1149 of December 21, 1984, together the decree n ° 71-468 of 18 July 1971 applying the above-mentioned order to the departments of Guadeloupe, Guyana, Martinique and Reunion;
Considering the law n ° 66-537 of July 24, 1966 on the commercial companies, last modified by the law n ° 85-98 of January 25, 1985, together the decree n ° 67-236 of March 23, 1967 adopted for its application, as last amended by Decree No 85-295 of 1 March 1985;
Considering the law n ° 70-1300 of December 31, 1970 fixing the regime applicable to the civil companies authorized to make public appeal to the saving, last modified by the law n ° 83-353 of April 30, 1983;
Considering the decree n ° 81-257 of March 18, 1981 creating centers of formalities of the companies, modified by the decree n ° 84-405 of May 30, 1984;
Considering the decree n ° 83-487 of June 10th, 1983 relating to the directory of the trades;
Considering the decree n ° 84-406 of May 30, 1984 relating to the register of trade and companies.
The State Council (action from inside) heard decrees:
Art. 1st - After article 26 of the decree 84-406 of May 30th, 1984 relative to the register of trade and companies it is inserted an article 26-1 written as follows:
Art. 26-1 - Any person who settles, in premises occupied jointly by one or more enterprises, the head office of his enterprise or, where that head office is situated abroad, an agency, a branch or a representation, presents in support of its application for registration, the registered address agreement concluded for this purpose, with the owner or the holder of the lease of these premises.
- In this contract, which is in writing and must be stipulated for a period of at least three months, renewable by tacit agreement, unless notice of termination is given, the parties undertake to respect the conditions following:
1. The domiciliary must, during the occupation of the premises, be registered in the register of commerce and companies or the directory of trades; however, this condition is not required if the paying agent is a French legal person under public law. The domiciliary shall provide the domiciled person with premises allowing a regular meeting of the bodies in charge of the management, administration or supervision of the enterprise and the installation of the services necessary for the keeping, preservation and the consultation of the books, registers and documents prescribed by the laws and regulations. The paying agent undertakes to inform the clerk of the court, at the expiry of the contract or in case of termination of the contract, of the cessation of the registered company address on its premises.
2. The domiciled person undertakes to use the premises effectively and exclusively, either as the headquarters of the company or if the head office is located abroad as an agency, branch or representation. It declares itself obliged to inform the paying agent of any modification concerning its activity. It also undertakes, in the case of a natural person, any change relating to his marital status and his personal domicile, and if he is a legal person, any change in his form. and the purpose, as well as the name and personal address of the persons with the general power to bind it. The domiciled person authorizes the domiciliary who accepts it to receive on its behalf any notification.
- Companies and their subsidiaries which set up their headquarters in the same premises of which one has the enjoyment are not obliged to conclude between them a contract of registered address.
Art. 2 - In Article 42 of the Decree of May 30, 1984 supra is added a worded as follows:
- At the end of a period of two years after the notification of the installation of the head office in a dwelling place, where the clerk has not been notified title justifying the enjoyment of the premises affected, either at the head office, the agency, the branch or the representation, in accordance with article 1 bis of the ordinance n ° 58-1352 of the modified December 27, 1958.
Art. 3 - In Article 15 of the Decree of May 30, 1984 supra are replaced:
1. The words: The date of the filing in the registry of the articles of association, the title and the date of the newspaper in which the notice of incorporation was published "appearing in A (8°) by the words:" the date of the filing of the articles of association , the title of the newspaper responsible for the publication of the notice of incorporation and when the notice mentions the contribution of a business, the date of the newspaper in which this notice was published ";
2. The words "for publicly traded companies" in A (11°) with the words "for publicly traded companies and civil companies".
Art. 4 - In Article 51 of the Decree of May 30, 1984 supra, it is added a wording as follows:
"In the event of a capital increase by contributions in kind, the report of the contribution auditor: this report is filed at least eight days before the date of the meeting of the shareholders or partners called to decide the increase ".
Art. 5 - In Article 53 of the Decree of 30 May 1984 mentioned above, the words:
"in article 99 of the law of July 24, 1966 modified - appearing in 2 are replaced by the words: - in articles 99 of the law of July 24, 1966 modified".
Art. 6 - The Keeper of the Seals, Minister of Justice, the Minister of the Interior and Decentralization, the Minister of Industrial Redeployment and Foreign Trade and the Secretary of State to the Minister of the Interior and Decentralization, responsible for the overseas departments and territories, are each responsible for the implementation of this decree, which will be published in the official journal of the French Republic.
Done at Paris, December 5, 1985.
By the Prime Minister
LAURENT FABIUS
The Keeper of the Seals, Minister of Justice
ROBERT BADINTER
The Minister of the Interior and Decentralization
PIERRE JOXE
The Minister for Industrial Redeployment and Foreign Trade
EDITH CRESSON
The Secretary of State to the Minister of the Interior and Centralization, in charge of Overseas Departments and Territories
GEORGES LEMOINE