Sub-paragraph 1: Common provisions

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Article L214-133

French Monetary and Financial CodeIn force

Updated 8 Nov 2023

Notwithstanding the provisions of Titles II and III of Book II and Title II of Book VIII of the French Commercial Code :

1° The shares are fully paid up as soon as they are issued;

2° Any contribution in kind is assessed under the responsibility of the Statutory Auditor;

3° Ordinary General Meetings may be held without a quorum being required. The same applies to Extraordinary General Meetings on second call;

4° The same natural person may simultaneously hold five offices as managing director, member of the management board or sole managing director of a SICAF. The offices of managing director, member of the management board or sole managing director held within a SICAF are not taken into account for the purposes of the cumulative holding rules set out in Book II of the Commercial Code;

5° The offices of permanent representative of a legal entity on the board of directors or supervisory board of a SICAF are not taken into account for the purposes of applying the provisions of Articles L. 225-21, L. 225-77 and L. 225-94-1 of the Commercial Code;

6° The Statutory Auditor is appointed for six financial years by the Board of Directors or the Management Board, with the approval of the Autorité des marchés financiers. The provisions of article L. 823-3-1 of the Commercial Code are applicable to SICAFs governed by the provisions of III of article L. 820-1 of the same code. The appointment of an alternate statutory auditor is not required. The statutory auditor is bound by professional secrecy with regard to the Autorité des marchés financiers.

The statutory auditor shall report as soon as possible to the Autorité des marchés financiers any fact or decision concerning a SICAF of which he has become aware in the course of his duties, which is of such a nature as to :

a) constitute a violation of the legal or regulatory provisions applicable to this company and likely to have a material impact on its financial position, results or assets and liabilities;

b) jeopardise the company's ability to continue as a going concern; or

c) Lead to the expression of reservations or the refusal to certify the accounts.

The statutory auditor may not be held liable for any information or disclosure of facts made in compliance with the obligations imposed by this article.

The Autorité des marchés financiers may also provide SICAF auditors with the information they need to perform their duties. The information transmitted shall be covered by the rule of professional secrecy.

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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