Chapter II: General provisions

Articles in this section · 3

L412-1L412-2L412-3

Article L412-1

French Monetary and Financial CodeIn force
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Updated 7 Nov 2023

I.-The information document to be drawn up pursuant to Regulation (EU) No 2017/1129 of 14 June 2017 in the event of a public offer of financial securities or the admission of financial securities to trading on a regulated market shall be drafted in French or in another language customary in the sphere of finance in the cases defined by Regulation (EU) No 2017/1129 of 14 June 2017 or the General Regulation of the Autorité des marchés financiers. Where it includes a summary, it must be accompanied, in the cases defined by the same General Regulation, by a translation of the summary into French.

II.- Responsibility for all information provided in a prospectus drawn up by the issuer pursuant to Regulation (EU) 2017/1129 of 14 June 2017 and in any supplement thereto lies with the issuer.

Responsibility for the information provided in the prospectus and in any supplement thereto also rests with the guarantor, if any, in relation to the information to which its guarantee relates and concerning it.

In the event of the sale of equity securities by an entity other than the issuer presented in a prospectus drawn up by the issuer, responsibility for the information relating to the description of this entity, its links with the issuer or the issuer's group and the sale of its equity securities also lies with this entity if the equity securities it sells represent a proportion of the issuer's capital and a proportion of the equity securities offered set by the general regulations of the Autorité des marchés financiers.

Responsibility for all the information provided in the prospectus not drawn up by the issuer and in any supplement thereto lies with the offeror or the person seeking admission to trading on a regulated market.

No civil liability action may be brought solely on the basis of the summary, including any translation thereof, unless its content is misleading, inaccurate or inconsistent with the information contained in the other parts of the document referred to in the first paragraph, or if it does not, when read in conjunction with the other parts of the document referred to in the first paragraph, provide essential information to assist investors when considering whether to invest in these financial securities. The summary shall include a clear warning to this effect.

III - The General Regulation of the Autorité des marchés financiers also sets the conditions under which the public is informed when financial securities are admitted to trading on a regulated market or a multilateral trading facility subject to the provisions of II of Article L. 433-3.

The general regulations may take into account whether or not the financial securities are traded on a financial instruments market other than a regulated market and, where applicable, the characteristics of that market. They may provide that certain rules apply only to certain financial instruments markets, at the request of the person managing them.

IV.-The persons or entities authorised to make a public offer of financial securities referred to in 2° of Article L. 411-2 or 1° of Article L. 411-2-1 are exempt from the obligation to draw up a prospectus in respect of the public offer provided for by Regulation (EU) No 2017/1129 of 14 June 2017. These persons or entities, as well as persons or entities making one of the offers of this type relating to members' shares under the conditions provided for inArticle 11 of Law No. 47-1775 of 10 September 1947 on the status of cooperation, are required, beforehand, to draw up and make available to any interested person a summary document intended for public information and presenting the characteristics of the transaction and the issuer, in the cases and in accordance with the procedures specified by the General Regulation of the Autorité des marchés financiers. The obligation to draw up this document does not apply if the offer concerns financial securities mentioned in Article L. 211-1, II, 3.

The General Regulation shall determine the circumstances and procedures for filing with the Autorité des marchés financiers, prior to dissemination, the document drawn up in connection with an offer referred to in 1° of the said Article L. 411-2-1.

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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