2°: Contributions to a company, legal entity or grouping

Articles in this section · 5

Article 809

French General Tax CodeIn force

Updated 7 Nov 2023

I. - Subject to the provisions of I of l'article 257 :

1° Deeds of formation of companies or economic interest groupings which do not contain a transfer of movable or immovable property, between the partners or other persons, are subject to registration duty or land registration tax on the amount of the contributions less liabilities;

2° Contributions of immovable property which are made to associations formed in accordance with the loi du 1er juillet 1901 et au livre Ier de la deuxième partie du code du travail (syndicats professionnels) sont soumis aux mêmes droits ou taxes que les apports aux sociétés civiles ou commerciales ;

3° Contributions made to a legal entity subject to corporation tax by a person not subject to that tax are treated as transfers for consideration insofar as they relate to real estate or real estate rights, goodwill, a customer base, a right to a lease or to a promise to lease.

I bis. - In the event of a contribution made under the conditions set out in II of l'article 151 octies, by an individual to a company of all the fixed assets allocated to the exercise of a professional activity, the assumption of the liabilities attached to the assets of the type listed in 3° of I which are included in the contribution, is treated as a transfer for consideration.

II. - When a legal entity whose profits are not subject to corporation tax becomes liable to that tax, the change in its tax status makes transfer duties and taxes payable for valuable consideration on outright contributions made to it since 1 August 1965 by persons not subject to that tax. The duties are levied on the market value of the assets on the date of the change.

III. - (Repealed).

Mariela Petrova

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Common Questions

Working with a corporate lawyer in France — Q&A

Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.

The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.

We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.

Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.

Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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