Section 1: Negotiable debt securities

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Article L213-3

French Monetary and Financial CodeIn force

Updated 8 Nov 2023

The following are authorised to issue negotiable debt securities:

1. Credit institutions, investment firms and the Caisse des Dépôts et Consignations, subject to compliance with the conditions laid down for this purpose by the Minister for the Economy;

1 bis. Finance companies, subject to compliance with the conditions laid down for this purpose by the Minister for the Economy and provided that the proceeds of these issues do not constitute funds repayable by the public within the meaning of Article L. 312-2 ;

2. Companies other than those mentioned in 1 and 1 bis, provided that they meet the conditions in terms of legal form, capital and auditing required for a public offering of financial securities or the admission of financial securities for trading on a regulated market and whose share capital is specified by decree, or equivalent conditions for companies with a registered office abroad;

3. Public sector companies that meet the conditions set out in 2;

4. Public sector companies with no share capital but which are authorised to make a public offer;

5. Economic interest groupings and general partnerships composed exclusively of joint stock companies meeting the conditions laid down in 2;

6. Institutions of the European Union and international organisations;

7. The Caisse d'Amortissement de la Dette Sociale (Social Debt Amortisation Fund) instituted by Article 1 of Ordinance no. 96-50 of 24 January 1996 relating to the reimbursement of social debt;

8. Local authorities and their groupings;

9. Associations governed by the law of 1st July 1901 relating to the contract of association or by articles 21 to 79 of the local civil code applicable in the departments of Bas-Rhin, Haut-Rhin and Moselle and meeting the conditions laid down for the issue of bonds by public offering;

10. The States ;

11. Securitisation or specialised financing bodies;

12. The Agence centrale des organismes de sécurité sociale ;

13. Regional hospital centres, the list of which is set by decree, subject to an overall limit on issues set for each of them by the same decree.

For the purposes of 2 and 4, companies authorised to make a public offer are understood to mean companies authorised to make a public offer other than those mentioned in 1° or 2° of article L. 411-2 or article L. 411-2-1.

A decree specifies the conditions to be met by the issuers mentioned in 2 to 13 and sets the conditions for the issue of negotiable debt securities.

Mariela Petrova

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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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