Chapter III: Limited liability companies.

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Article L223-26

French Commercial codeIn force

Updated 8 Nov 2023

The documents referred to in the previous paragraph, the text of the proposed resolutions and, where applicable, the statutory auditors' report, the consolidated financial statements and the report on the management of the group shall be communicated to the shareholders under the conditions and within the timeframe determined by decree of the Conseil d'Etat. Any decision taken in breach of the provisions of this paragraph and the decree adopted for its application may be annulled.

As from the communication provided for in the previous paragraph, any associate is entitled to ask questions in writing which the manager is required to answer during the meeting.

A shareholder may, in addition, and at any time, obtain disclosure, under the conditions laid down by decree in the Conseil d'Etat, of the corporate documents determined by the said decree and relating to the last three financial years.

Any clause contrary to the provisions of this article and the decree adopted for its application, shall be deemed unwritten.

The I of Article L. 225-100-1 applies to the management report. Where applicable, II of Article L. 225-100-1 applies to the consolidated management report.

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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