Section 2: Provisions relating to investment firms

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L531-4L531-5L531-6L531-7L531-8

Article L531-6

French Monetary and Financial CodeIn force
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Updated 7 Nov 2023

I. Changes in the ownership structure of an investment firm must be notified to the Autorité de contrôle prudentiel et de résolution.

The acquisition or extension of direct or indirect shareholdings in an investment firm must be authorised by the Autorité de contrôle prudentiel et de résolution.

When the Autorité de contrôle prudentiel et de résolution is notified of the reduction or disposal of a direct or indirect holding, it shall verify that the transaction does not call into question the conditions to which the authorisation granted to the investment firm is subject.

A decree of the Conseil d'Etat shall determine the criteria to be used by the Autorité de contrôle prudentiel et de résolution in assessing the transactions referred to in the second paragraph. The terms and conditions of the procedures referred to in this I are specified by the decree provided for in Article L. 611-4.

When the Autorité de contrôle prudentiel et de résolution becomes aware that a person, acting alone or in concert with others, has failed to comply with the notification obligation set out in the first paragraph of this I, it may order that person to make the required notification without delay.

II.Without prejudice to the provisions of Article L. 233-14 of the Commercial Code, in the event of failure to comply with the rules laid down in I or where the influence exercised by shareholders or members, whether direct or indirect, natural or legal persons, who hold a qualifying holding within the meaning of Article 4(1)(36) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms is likely to undermine the sound and prudent management of the investment firm, the public prosecutor, the Autorité de contrôle prudentiel et de résolution or any shareholder or holder of shares may ask the court to suspend the exercise of the voting rights attached to the shares of an investment firm held directly or indirectly in an irregular manner until the situation is remedied.

Mariela Petrova

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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.

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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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