Section 9: Sociétés anonymes à participation ouvrière.

Articles in this section · 13

L225-258L225-259L225-260L225-261L225-262L225-263L225-264L225-265L225-266L225-267L225-268L225-269L225-270

Article L225-261

French Commercial codeIn force
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Updated 8 Nov 2023

The labour shares are the collective property of the salaried staff, formed into a labour cooperative company. This labour company must and exclusively includes all employees who have been linked to the company for at least one year and who are over eighteen years of age. The loss of salaried employment deprives the participant, without compensation, of all his rights in the labour cooperative. The liquidation of the rights which have been acquired in the company by the person concerned prior to his departure, during the last financial year, is made taking into account the time spent by him during this financial year, and the provisions of Article L. 225-269.

When a company is set up, from the outset, in the form of a "société anonyme à participation ouvrière", the Articles of Association of the "société anonyme" must provide for the reservation, until the end of the year, of the shares allocated to the employees as a group. At the end of this period, the shares are handed over to the legally constituted workers' cooperative.

Dividends allocated to employees who are part of the workers' cooperative are distributed among them in accordance with the rules laid down by the workers' cooperative's articles of association and the decisions of its general meetings. However, the articles of association of the public limited company must provide that, prior to any distribution of dividends, a sum corresponding to that which the paid-up capital would produce at the interest rate they set shall be deducted from the profits for the benefit of the holders of capital shares.

The statutory auditor of the société anonyme shall certify, in a report drawn up within six months of the date of the ordinary general meeting provided for in Article L. 225-100, that dividends allocated to employees who are members of the société coopérative de main d'œuvre have been allocated in accordance with the rules laid down by the latter's articles of association and the decisions of its general meeting.

Under no circumstances may labour shares be allocated individually to employees of the company who are members of the labour cooperative.

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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