Section 1: Provisions common to transferable securities

Articles in this section · 16

Article L228-1

French Commercial codeIn force

Updated 8 Nov 2023

Securities issued by joint stock companies are financial securities within the meaning of article L. 211-1 of the Monetary and Financial Code, which confer identical rights per class.

Securities issued by joint stock companies take the form of bearer securities or registered securities, except for companies for which the law or the articles of association impose the registered form only, for all or part of the capital.

Notwithstanding any agreement to the contrary, any owner whose securities form part of an issue comprising both bearer securities and registered securities has the option of converting his securities into the other form.

However, the conversion of registered securities is not possible in the case of companies for which the law or the articles of association impose the registered form for all or part of the capital.

These securities, whatever their form, must be registered in an account or in a shared electronic recording device in the name of their owner, under the conditions set out in articles L. 211-3 and L. 211-4 of the Monetary and Financial Code.

However, when equity securities or bonds of the company have been admitted to trading on one or more regulated markets or approved multilateral trading facilities in France or in another Member State of the European Union or party to the agreement on the European Economic Area, or on a market considered to be equivalent to a regulated market by the European Commission pursuant to Article 25(4)(a) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, and their owner is not domiciled in France within the meaning of Article 102 of the Civil Code, any intermediary may be registered on behalf of that owner. Where equity securities or bonds of the company have been admitted to trading only on one or more markets considered as equivalent to a regulated market by the European Commission pursuant to Article 25(4)(a) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 referred to above, such registration may be made on behalf of any owner. The intermediary's registration may be made in the form of a collective account or in several individual accounts each corresponding to an owner.

The registered intermediary is required, when opening his account with either the issuing company or the intermediary referred to in Article L. 211-3 of the Monetary and Financial Code who maintains the securities account, to declare, under conditions set by decree, his status as an intermediary holding securities on behalf of others.

In the event of a transfer of securities admitted to the operations of a central depository or delivered in a settlement and delivery system mentioned in article L. 330-1 of the Monetary and Financial Code, the transfer of ownership takes place under the conditions set out in article L. 211-17 of this code. In other cases, transfer of ownership results from registration of the securities in the purchaser's account or in a shared electronic registration system, under conditions set by decree in the Conseil d'Etat.

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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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