Chapter III: Limited liability companies.

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Article L223-30

French Commercial codeIn force
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Updated 8 Nov 2023

The members may not, except unanimously, change the nationality of the company. Subject to the eighth paragraph of Article L. 223-18, the transfer of the registered office is decided by one or more partners representing more than half of the shares.

All other amendments to the Articles of Association are decided by partners representing at least three quarters of the shares. Any clause requiring a higher majority is deemed unwritten.

However, for amendments to the Articles of Association of limited liability companies formed after the publication of the loi n° 2005-882 du 2 août 2005 en faveur des petites et moyennes entreprises, the General Meeting may only validly deliberate if the shareholders present or represented own at least one quarter of the shares on first call and one fifth on second call. If this quorum is not reached, the second meeting may be adjourned to a date no more than two months after the date on which it was convened. In either of these two cases, amendments are decided by a majority of two-thirds of the shares held by the members present or represented, with the exception of the transfer of the registered office, which is decided by one or more members representing more than half of the shares. The Articles of Association may provide for higher quorums or a higher majority, without being able, for the latter, to require the unanimity of the members.

Companies formed prior to the publication of the aforementioned Law no. 2005-882 of 2 August 2005 may, on a decision taken unanimously by the members, be governed by the provisions of the third paragraph.

The majority may in no case oblige a member to increase his corporate commitment.

As an exception to the provisions of the second and third paragraphs, the decision to increase the capital by capitalisation of profits or reserves shall be taken by the members representing at least half of the company shares.

Decisions taken in breach of the provisions of this article may be cancelled at the request of any interested party.

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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