A French company that transfers its registered office to the United Kingdom after Brexit does not automatically lose its legal personality or automatically transfer its assets to the newly created foreign company. The Court of Cassation confirms that, in the absence of a legal framework or a bilateral agreement for cross-border transfers of registered offices, a French company remains subject to French law and may still be subject to a winding-up proceeding in France.

Court of Cassation, Commercial, Financial and Economic Chamber, 5 November 2025, No. 24-13.298

The facts: a disputed transfer of registered office to avoid liquidation

The company BF, registered in the Paris Trade Register, was the subject of an alert procedure by its auditor, followed by an investigation ordered by the Commercial Court.

The public accountant then applied to the court to open judicial liquidation proceedings.

On 11 July 2023, liquidation was ordered and a judicial administrator was appointed.

The Company opposed these proceedings in France. It claimed that the proceedings were null and void on the grounds that it ceased to exist in France when its registered office was transferred to the United Kingdom, as voted by its general meeting on 14 April 2023 and effective on 17 April.

On the same day, a company called BF Ltd, registered with Companies House in London, was incorporated.

For BF, this new entity automatically replaced the French company, resulting in a universal transfer of assets.

The French company was removed from the trade and companies register on 9 June 2023.

It therefore appealed against the liquidation order on behalf of the British company.

The question: does the transfer of the registered office abroad terminate the French legal personality?

BF Ltd invoked Article 1844-7 of the Civil Code, according to which a company ‘ceases to exist’ in particular when its registered office is transferred abroad.

It concluded that the transfer of the registered office outside France, accompanied by removal from the commercial register, automatically caused the French company to cease to exist and transferred its assets to the British company resulting from the transformation.

The Paris Court of Appeal rejected this argument, ruling that the English company BF Ltd was a new legal entity with no proven legal link to the French company BF.

The latter could therefore legitimately be subject to collective proceedings in France.

The solution: transfer outside the EU does not entail legal continuity or automatic transfer

The Court of Cassation confirmed the position of the Paris Court of Appeal:

« It does not follow from Article 1844-7 of the Civil Code that the transfer of the registered office of a company registered in France to a foreign country that is not a member of the European Union, which does not have national legislation on the cross-border transfer of registered offices with the retention of the legal personality of companies and with which no international agreement has been concluded in this regard with the French State, automatically entails the disappearance of its legal personality and its replacement by the foreign company incorporated in accordance with the formalities applicable in the foreign State, nor the universal transfer of its assets to the latter. « 

In other words:

• The transfer of the registered office outside the European Union has no automatic effect on the legal personality of the French company.
• In the absence of specific national legislation or an international agreement between France and the country of destination (in this case the United Kingdom), there is no legal continuity between the French company and the newly incorporated foreign company.
• French courts remain competent to rule on the difficulties of the original company, including opening or continuing its judicial liquidation.

An important clarification in the post-Brexit context

Before Brexit, transfers of registered offices between Member States were facilitated by the principle of freedom of establishment guaranteed by European Union treaties. A company in the European Union may move its registered office to another Member State without losing its legal personality, subject to certain conditions.

The transfer of a company to another European Union country is analysed as a cross-border merger within the meaning of Directive 2017/1132 of 14 June 2017, Annex II.

However, as the United Kingdom is no longer part of the Union, these principles no longer apply.

In the absence of a bilateral agreement, the situation reverts to French common law: transfer outside the European Union is equivalent to voluntary dissolution followed by the creation of a new foreign company, without automatic transfer of assets or liabilities.

The fate of the transfer of the company outside the European Union is therefore less automatic and will depend above all on the existence or otherwise of an international agreement. In the absence of an agreement, the transfer will remain dependent on the dissolution of the company in France.

This decision therefore serves as a reminder of the consequences of transferring a registered office to a country outside the European Union.

• A transfer of the registered office outside the European Union cannot be used as a means of escaping collective proceedings.
• Creditors retain their rights to take action before the French courts as long as no formal transfer of assets has taken place.
• The creation of a foreign company with the same name does not imply any legal continuity if it is not accompanied by a legal mechanism of universal succession.

Article written by Olivier Vibert

Lawyer at the Paris Bar and partner in the business law firm in PARIS and EVREUX, Kbestan www.kbestan.fr