Chapter III: Subsidiaries, holdings and controlled companies

Articles in this section · 17

Article L233-16

French Commercial codeIn force

Updated 7 Nov 2023

I.-Commercial companies shall draw up and publish each year, at the request of the board of directors, the management board or the manager(s), as the case may be, consolidated accounts and a report on the management of the group, where they exclusively or jointly control one or more other undertakings , under the conditions hereinafter defined.

II.-Exclusive control by a company results from:

1° Either the direct or indirect holding of the majority of voting rights in another company;

2° Or the appointment, for two successive financial years, of the majority of the members of the administrative, management or supervisory bodies of another company. The consolidating company is presumed to have made such an appointment where, during that period, it held, directly or indirectly, more than 40% of the voting rights, and no other partner or shareholder held, directly or indirectly, a fraction greater than its own;

3° Or the right to exercise a dominant influence over an undertaking by virtue of a contract or clauses in the articles of association, where permitted by the applicable law.

III.-Joint control is the sharing of control of an undertaking operated in common by a limited number of partners or shareholders, so that decisions result from their agreement.

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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