Section IV: Group governance system.

Articles in this section · 4

L356-18L356-19L356-20L356-20-1

Article L356-18

French Insurance CodeIn force
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Updated 8 Nov 2023

I.-The participating and parent undertakings referred to in the second and third paragraphs of Article L. 356-2 respectively shall set up a system of governance which guarantees sound and prudent management of the business at group level and which is subject to regular internal review. This system of governance shall be based on a clear separation of responsibilities at group level and shall include an effective system for the transmission of information. It is proportionate to the nature, scale and complexity of the Group's operations.

This system of governance includes the following key functions: the risk management function, the compliance function, the internal audit function and the actuarial function.

The undertakings referred to in the previous paragraph shall draw up written policies relating at least to risk management, internal control, internal audit and, where applicable, the outsourcing referred to in Article L. 310-3, at group level. They shall ensure that these policies are implemented.

Undertakings shall take steps to ensure continuity and regularity in the conduct of their business, including the preparation of contingency plans at group level. To that end, they shall implement appropriate and proportionate arrangements, resources and procedures.

II - The effective management of the undertakings referred to in I is ensured by at least two people.

These undertakings also designate within the group, within the meaning of Article L. 356-1, the person responsible for each of the key functions mentioned in I.

The persons mentioned in the two previous paragraphs carry out their activities at group level under the conditions provided for in Articles L. 322-2 and L. 322-3-2 for undertakings governed by the Insurance Code, Articles L. 114-21 and L. 211-13 of the Mutual Code for mutuals and unions governed by the Mutual Code and articles L. 931-7-1 and L. 931-7-2 of the Social Security Code for institutions, unions and sociétés de groupe assurantiel de protection sociale governed by Title 3 of Book 9 of the Social Security Code.

The appointment and reappointment of these persons are notified to the Autorité de contrôle prudentiel et de résolution under the conditions set out in Article L. 612-23-1 of the French Monetary and Financial Code.

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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