Section 2: Offences relating to management and administration

Articles in this section · 2

Article L242-6

French Commercial codeIn force

Updated 7 Nov 2023

It shall be punishable by five years' imprisonment and a fine of 375,000 euros for:

1° The chairman, directors or managing directors of a société anonyme to distribute fictitious dividends among the shareholders, in the absence of an inventory, or by means of fraudulent inventories ;

2° The chairman, directors or managing directors of a public limited company to publish or present to shareholders, even in the absence of any dividend distribution, annual accounts which do not give, for each financial year, a true and fair view of the result of the operations of the financial year, the financial situation and the assets and liabilities, at the end of that period, with a view to concealing the true situation of the company ;

3° The chairman, directors or managing directors of a public limited company to make, in bad faith, of the company's assets or credit, a use which they know to be contrary to the company's interests, for personal purposes or to favour another company or undertaking in which they are directly or indirectly interested ;

4° The chairman, directors or managing directors of a public limited company to make, in bad faith, of the powers they possess or the votes they have, in that capacity, a use they know to be contrary to the interests of the company, for personal ends or to favour another company or undertaking in which they are directly or indirectly interested.

In addition to the additional penalties provided for in Article L. 249-1, the court may also impose as an additional penalty, in the cases provided for in this article, the disqualification from civic, civil and family rights provided for in article 131-26 du code pénal.

The offence defined in 3° is punishable by seven years' imprisonment and a fine of €500,000 where it has been carried out or facilitated by means of accounts opened or contracts taken out with bodies established abroad, or by the interposition of natural or legal persons or any body, trust or comparable institution established abroad.

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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