Section 3: Shareholders' meetings

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Article A225-3

French Commercial codeIn force

Updated 4 Nov 2023

I. - In order to issue its reasoned opinion referred to in a of II of Article R. 225-105-2, the independent third-party body shall ensure that the company has put in place collection processes to ensure the completeness and consistency of the information to be included in the statement. If it identifies any irregularities in the course of its work, it shall describe them.

To this end:

- it identifies the persons within the company who are in charge of the collection processes and, where applicable, are responsible for the internal control and risk management procedures;

- it enquires about the existence of internal control and risk management procedures implemented by the company;

- it examines, on a sample basis, the processes for collecting, compiling, processing and controlling the information and performs tests of details, where applicable, by means of on-site verifications.

For numerical data, the tests include, in particular, carrying out calculations that enable it to ensure the effectiveness of the processes for collecting the information provided for in Article R. 225-105.

For qualitative information, such as studies, diagnoses or examples of good practice, these tests include, in particular, consulting the documentary sources and, if possible, their authors.

II. - The independent third-party body shall express its reasoned opinion by declaring:

- either that it has not identified any material anomaly of such a nature as to call into question the compliance of the statement with the provisions of Article R. 225-105 and the fairness of the information provided;

- or that the compliance of the statement or the fairness of the information provided call for reservations on its part, described in its report;

- or that it is unable to express a conclusion on the statement.

III. - The independent third-party body closes its reasoned opinion on the fairness of the information by declaring:

- either that it has not identified any material misstatement likely to call into question the fairness of the information presented;

- or that the fairness of the information presented calls for reservations on its part, described in its report.

If it considers it useful, the independent third-party body may also draw attention, through observations, to elements relating to the procedures used or the content of certain information, with a view to improving its reliability.

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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