Sub-paragraph 2: Checking and registering applications.

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A123-51A123-52A123-53A123-54

Article A123-51

French Commercial codeIn force
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Updated 4 Nov 2023

The judge responsible for supervising the trade and companies register shall request bulletin no. 2 of the criminal record:

1° Of natural persons subject to registration and natural persons with the power to bind the person required to be registered on a regular basis;

2° Of natural persons mentioned in article R. 123-54, listed in the Trade and Companies Register by virtue of the registration of commercial companies, with the exception of statutory auditors;

3° The managers of European economic interest groupings, natural persons who are members of economic interest groupings, directors and persons responsible for overseeing the management and auditing the accounts of these groupings, with the exception of statutory auditors;

4° Managers of non-trading companies;

5° Natural persons listed in the Trade and Companies Register as a result of the registration of an agricultural cooperative, excluding statutory auditors;

6° Persons with the general power to bind the savings and provident institutions vis-à-vis third parties and members of the guidance and supervisory boards.

These persons certify, beforehand, that they have not been the subject of any criminal conviction or civil or administrative sanction of such a nature as to prohibit them from managing, administering or directing a legal entity and, in the case of a trader, of such a nature as to prohibit him from carrying on a commercial activity.

In the event that the criminal record reveals the existence of a ban on trading or a conviction of such a nature as to prohibit the exercise of the activity undertaken, the judge shall order the deletion of the registration or entry after giving prior notice to the person concerned.

When the natural person concerned by the deregistration is one of those mentioned in 2°, 3°, 4° and 5° above, the judge also notifies the legal entity and asks it to regularise its situation if necessary.

Where an administrative authorisation is granted on a provisional basis and does not become definitive until registration in the Trade and Companies Register, the Registrar shall send the competent administrative authority an extract of the registration upon verification of the criminal record.

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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