Sub-paragraph 2: Special rules relating to sociétés de placement à prépondérance immobilière à capital variable (real estate investment companies with variable capital)

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Article L214-66

French Monetary and Financial CodeIn force

Updated 8 Nov 2023

A société de placement à prépondérance immobilière à capital variable may be formed by cash contributions, contributions in kind of real estate assets mentioned in article L. 214-36, mergers or demergers. It may also be formed through mergers, demergers or conversions of non-trading property investment companies.

Contributions in kind may be made to a société de placement à prépondérance immobilière à capital variable after its incorporation, in particular in the event of a merger with a société civile de placement immobilier or another société de placement à prépondérance immobilière à capital variable, or when a société civile de placement immobilier transfers part of its assets to it by way of a demerger.

The payment of contributions and, after the formation of the company, subscriptions for shares may not be made by offsetting liquid and due claims against the company.

The Statutory Auditor shall be responsible for assessing the value of any contribution in kind, in the light of the valuation carried out by two external valuation experts appointed by the Management Company. The auditor's report is attached to the Articles of Association and filed with the court registry. The Articles of Association contain the valuation of contributions in kind made at the time of incorporation of the open-ended property investment company. Contributions in kind made during the life of the company are disclosed to the shareholders under the conditions defined by the general regulations of the Autorité des marchés financiers. The articles of association may not provide for any special advantages. A decree of the Conseil d'Etat shall determine the conditions of application of this paragraph.

The General Regulations of the Autorité des Marchés Financiers shall set the terms and conditions of contributions made both at the time of incorporation and during the life of the company, where applicable by way of derogation from the second paragraph of Article L. 225-128 of the Commercial Code.

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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