Legal Entity Address Change in RTDPJ: Which Registry?

Changing a legal entity's headquarters between municipalities requires a sequential procedure across two RCPJ registries: initial annotation at the origin and registration at the destination.

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Por Dr. Carlos Eduardo da Silva — Substitute Notary · 5º Tabelionato de Notas de Recife

Note: This content describes Brazilian Notarial and Registry Law.

This article answers

  • Which registry office is competent to record a legal entity's change of headquarters?
  • Where should I file the address change first: in the city of origin or the city of destination?
  • What documents are required for a change of headquarters in the RCPJ?
  • How much does it cost and what is the deadline to complete the change of headquarters at the registry office?
  • What happens if the change of headquarters is not recorded in the destination registry office?

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In summary

  • A legal entity's change of headquarters between municipalities requires a two-step procedure: an initial annotation (averbação) in the Civil Registry of Legal Entities (Registro Civil das Pessoas Jurídicas - RCPJ) of the city of origin, followed by enrollment in the RCPJ of the city of destination.
  • The amendment instrument must mandatorily be submitted first to the jurisdiction (comarca) of origin to cancel or transfer the active registry record.
  • Legal effectiveness against third parties and tax compliance at the new headquarters depend on completing the registration at the destination registry office.
  • Registry qualification is grounded in the principle of legal certainty surrounding legal entities' constitutive acts Lei nº 8.935/1994, art. 1º.

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The competent registry office for a legal entity's change of headquarters varies depending on the stage of the procedure. When a civil association, simple society (sociedade simples), foundation, or religious organization decides to transfer its registered office to another municipality, territorial jurisdiction requires the intervention of two distinct registry offices (serventias registradoras).

There is no option to freely choose which municipality to file the documentation with at the beginning of the process. Jurisdiction is cumulative and sequential. The Civil Registry of Legal Entities (Registro Civil das Pessoas Jurídicas - RCPJ) of the origin jurisdiction retains jurisdiction to review the statutory or contractual amendment, annotate the change in the existing registry book, and issue a certificate of transfer containing the entity's entire corporate history.

Subsequently, the Civil Registry of Legal Entities of the destination municipality assumes jurisdiction to carry out the new registration of the legal entity in its local records. The purpose of this sequence of acts is to guarantee publicity, authenticity, and legal effectiveness of corporate information Lei nº 8.935/1994, art. 1º. For more details on book organization and representation, you may consult our article on legal entity registration in the RCPJ with change of headquarters.

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FAQ

Which registry office is competent to record a legal entity's change of headquarters?

Civil Registry of Legal Entities rules mandate joint action by two registry offices when moving across municipal lines: the procedure begins at the origin municipality's registry office, where the amendment instrument is annotated, and concludes with opening a registry file at the destination municipality's registry office.

Where should I file the address change first: in the city of origin or the city of destination?

You must file the address change instrument first at the origin city's registry office. Only after annotating the document and securing an updated full-text certificate and registry history records from the origin municipality should documentation be submitted to the destination city's registry office.

What documents are required for a change of headquarters in the RCPJ?

Requirements include the contractual or statutory amendment instrument signed by partners or representatives, a formal application signed by the administrator, meeting minutes or call notices where applicable, updated certificates from the origin registry office, and qualification proof for officers.

Base legal

  • lei_federal 8.935 1994 — Lei nº 8.935/1994
  • codigo 10.406 2002 — Lei nº 10.406/2002 — Código Civil
  • codigo 10.406 2002 — Lei nº 10.406/2002 — Código Civil
  • lei_federal 10.406 2002 — Lei nº 10.406/2002
  • lei_federal 14.382 2022 — Lei nº 14.382/2022
  • lei_federal 8.935 1994 — Lei nº 8.935/1994

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