Subsection 1: The Board of Directors of the Executive Board.

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Article L225-35

French Commercial codeIn force

Updated 8 Nov 2023

The Board of Directors determines the direction of the company's business and ensures that it is implemented, in accordance with its corporate interests, taking into account the social, environmental, cultural and sporting challenges of its activity. It also takes into account, where appropriate, the company's raison d'être as defined in application of article 1835 of the French Civil Code. Subject to the powers expressly attributed to shareholders' meetings and within the limits of the company's purpose, it takes up any issue concerning the smooth running of the company and settles matters concerning it through its deliberations.

In dealings with third parties, the company is bound even by acts of the Board of Directors that do not fall within the corporate purpose, unless it can prove that the third party knew that the act exceeded that purpose or could not have been unaware of it in view of the circumstances, it being excluded that the mere publication of the Articles of Association is sufficient to constitute such proof.

The Board of Directors carries out such controls and verifications as it deems appropriate. The Chairman or the Chief Executive Officer of the company is required to provide each director with all documents and information necessary for the performance of his duties.

Sureties, endorsements and guarantees given by companies other than those operating banking or financial institutions are subject to authorisation by the Board, which limits the amount thereof, under conditions determined by decree in the Conseil d'Etat. This decree also determines the conditions under which third parties may be held liable if this authorisation is exceeded. The Board may, however, grant this authorisation globally and annually without any limit on the amount to guarantee the commitments made by controlled companies within the meaning of II of article L. 233-16 of this Code. The Board may also authorise the Chief Executive Officer to grant, in the aggregate and without limit as to amount, sureties, endorsements and guarantees to secure commitments entered into by controlled companies within the meaning of II above, provided that the Chief Executive Officer reports to the Board at least once a year.

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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