Subsection 2: Provisions relating to securities giving access to the capital.

Articles in this section · 9

Article L228-101

French Commercial codeIn force

Updated 8 Nov 2023

If the company called upon to issue the equity securities is absorbed by another company or merges with one or more other companies to form a new company, or carries out a demerger, the holders of securities giving access to the capital shall exercise their rights in the company or companies receiving the contributions. Article

L. 228-65

is not applicable, unless otherwise stipulated in the issue contract.

The number of shares in the capital of the acquiring or new company or companies to which they are entitled is determined by adjusting the number of shares that it is intended to issue or allocate in the issue contract according to the number of shares to be created by the company or companies receiving the contributions. The contributions auditor issues an opinion on the number of shares thus determined.

The approval of the draft terms of merger or demerger by the shareholders of the company or companies receiving the contributions or of the new company or companies entails the waiver by the shareholders and, where applicable, by the holders of investment certificates of these companies, of the pre-emptive subscription right referred to in Article

L. 228-35

or, in the second paragraph of Article

L. 228-92

, in favour of holders of securities giving deferred access to the capital.

The company or companies benefiting from the contributions or the new company or companies are automatically substituted for the issuing company in its obligations towards the holders of the said securities.

Mariela Petrova

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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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