Transferring a registered office outside the EU: national rigour versus European harmonisation

1. Why this ruling deserves the attention of practitioners

In a ruling dated 5 November 2025, published in the Bulletin, the Commercial Chamber of the Court of Cassation provided clear – and rigorous – clarification on the legal effects of transferring the registered office of a French company to a country outside the European Union (EU).

The decision comes in a context that is well known to practitioners: increasingly frequent cross-border restructuring, sometimes used as a tool for strategic reorganisation, sometimes as an attempt to escape a legal framework deemed restrictive. However, the ruling reiterates a clear limitation: in the absence of a harmonised legal framework, the transfer of a registered office outside the EU does not automatically produce the effects expected by the parties.

This position contrasts sharply with the current European dynamic, which is characterised by a clear desire to facilitate the movement of companies and their legal data within the internal market..

2. A transfer of headquarters to the United Kingdom in a context of advanced financial difficulties

BF, formerly known as Byzance Finance, is a simplified joint stock company created in 2016, acting as a holding company within the Corsea group, a property development group based mainly in Corsica. Chaired by Ms [Z], the company plays a central role in coordinating and managing a group of subsidiaries active in the real estate sector, with the group comprising more than fifty companies and approximately eighty employees.

Following an alert procedure initiated by the auditor in January 2022, then an investigation ordered by the Paris Commercial Court at the request of the public prosecutor, the financial situation of BF deteriorated. The public accountant responsible for the Paris Specialised Recovery Unit (PRS) then took action to initiate collective proceedings.

In a ruling dated 11 July 2023, the Paris Commercial Court ordered the judicial liquidation of BF, set the date of cessation of payments at 15 March 2023 — corresponding to the failure to pay a tax instalment — and appointed a liquidator.

Meanwhile, in a context presented by the company as intended to address economic difficulties and facilitate the opening of its capital to foreign investors, the partners of BF decided, at an extraordinary general meeting on 14 April 2023, to transfer the company’s registered office to the United Kingdom, with effect from 17 April 2023. This decision was followed by a publication in a legal gazette and the company’s removal from the French trade and companies register (RCS), without liquidation, authorised by the judge responsible for supervising the RCS on 9 June 2023.

At the same time, a company incorporated under English law, named BF Ltd, was formed and registered with Companies House on 17 April 2023. The company then argued that this transfer of registered office had automatically resulted in the loss of legal personality of the French company BF, which had been replaced by the newly formed English company, which had assumed its rights.

BF, whose registered office is now declared to be in England, appealed against the liquidation order on 26 July 2023. However, at the appeal stage, the pleadings were filed not by the French company BF, which was a party to the proceedings at first instance, but by the English company BF Ltd, which presented itself as the legal continuation of the French company.

Before the Paris Court of Appeal, BF Ltd primarily argues that the transfer of the registered office to the United Kingdom would have resulted in the disappearance of the French company’s legal personality and, alternatively, that a universal transfer of assets would have taken place in its favour. It concludes that the public accountant’s claims are inadmissible and that there are no grounds for initiating judicial liquidation proceedings in France.

The respondents — the public accountant and the liquidator — contested both the admissibility of the appeal and the English company’s standing to sue, arguing that the transfer of the registered office did not dissolve the French company or result in a universal transfer of assets, and that the two entities are legally distinct legal entities.

3. The reasoning of the Court of Cassation: no automatic continuity outside the EU

The Court of Cassation dismisses the appeal and upholds the analysis of the Paris Court of Appeal.

a. No automatic dissolution of legal personality

The Court of Cassation clearly states that Article 1844-7 of the Civil Code does not imply that the transfer of the registered office of a French company to a third country:

• automatically results in the disappearance of the legal personality of the French company;
• nor does it automatically lead to its replacement by the newly formed foreign company.

In other words, under French law, simply moving the registered office and creating a foreign entity is not sufficient to ensure legal continuity.

b. Absence of universal inheritance

The Court of Cassation also rejected the argument based on a universal transfer of assets (TUP) allegedly linked to the transfer of the registered office.

In the absence of:

• foreign national legislation expressly recognising cross-border transfers with retention of legal personality,
• an international agreement binding France to the destination country,

no automatic universal transfer can be presumed.

The English company BF Ltd is therefore a separate legal entity, which cannot resume the appeal proceedings or claim to be a party to the collective proceedings opened in France.

c. Continued jurisdiction of French courts

Direct consequence: French courts remain competent to initiate and conduct the judicial liquidation of the French company, notwithstanding the transfer of registered office operations invoked.

The attempt at ‘legal relocation’ therefore does not prevent the insolvency proceedings from being handled in France.

4. A decision revealing post-Brexit tensions

This ruling is a very concrete illustration of the now strained legal relations between the European Union and the United Kingdom.

Before Brexit, the legal assessment of a transfer of registered office to the United Kingdom would necessarily have been informed by European Union law, freedom of establishment and the landmark case law of the CJEU (Cartesio, Vale, Polbud). The United Kingdom’s exit from the European Union marks a clear break: these instruments can no longer be used, reintroducing a strictly national approach to company law.

From the point of view of European and French law, the United Kingdom has once again become a third country like any other. Cross-border transactions there lose the legal certainty provided by the European regulatory framework.

5. Mirror image: a Europe pushing for harmonisation

The contrast with recent developments in European law is striking.

a. The EUID and the interconnection of registers

The inclusion of the European Unique Identifier (EUID) in French Kbis extracts is a significant step forward. This unique identifier allows companies to be identified uniformly within the European Union and their data to be accessed via the BRIS system, which interconnects commercial registers.

The objective is clear:

• to make legal information more reliable,
• to facilitate cross-border transactions (M&A, due diligence, KYC/KYB),
• to strengthen confidence in European economic exchanges.

b. Towards a ‘28th European regime’?

More broadly, these developments are part of a fundamental debate on the creation of an optional European legal regime – sometimes referred to as the ‘28th regime’ – allowing companies to operate on a common set of rules, regardless of national borders.

Although this project is still largely prospective, it reflects a clear political will to reduce legal fragmentation and offer businesses a clear and secure framework across the internal market.

6. Practical lessons for companies and their advisors

The ruling of 5 November 2025 calls for several very specific recommendations:

• a transfer of registered office outside the EU should never be viewed as a mere administrative formality;
• legal and asset continuity must be expressly organised, where applicable, through appropriate mechanisms (contributions, mergers, transfers of business assets, specific agreements);
• in the context of financial difficulties, such an operation offers no guarantee against the initiation of insolvency proceedings in France; and
• conversely, intra-European restructurings benefit from an increasingly integrated and secure legal environment.

7. Conclusion

In this ruling, the Court of Cassation firmly reiterates that company law remains fundamentally territorial outside the European framework. While the European Union strives to harmonise, streamline and secure the movement of companies, relations with third countries remain marked by discontinuity and uncertainty.

For practitioners, the message is clear: the choice of legal jurisdiction – European or non-European – is never neutral. It directly affects the security of operations, risk management and, ultimately, the very strategy of the company.