Subsection 1: Equity securities

Articles in this section · 2

Article L228-37

French Commercial codeIn force

Updated 8 Nov 2023

The issue and redemption of redeemable equity securities must be authorised under the conditions set out in the fifth paragraph of article

L. 225-100

and articles

L. 228-40 to L. 228-44

.

Holders of redeemable equity securities from the same issue are grouped ipso jure for the defence of their common interests into a "masse" which enjoys civil personality. They are subject to the provisions of articles

L. 228-47 to L. 228-71

,

L. 228-73

and

L. 228-76 to L. 228-90

.

In addition, the general meeting is convened at least once a year to hear the corporate officers' report on the company's situation and business during the past financial year and the statutory auditors' report on the financial statements for the year and on the items used to determine the remuneration of the redeemable shares.

Masse representatives attend shareholders' or unitholders' meetings. They are consulted on all matters on the agenda, with the exception of those relating to the appointment or dismissal of members of the corporate bodies. They may speak at any time during the meeting.

Holders of redeemable shares may obtain corporate documents under the same conditions as shareholders.

In public undertakings without a general meeting, the board of directors shall exercise the powers vested in the ordinary general meeting for the issue of redeemable shares. The fourth paragraph of this article shall not apply.

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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