Paragraph 2: French UCITS portfolio management companies

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L532-24-1L532-24-2

Article L532-24-1

French Monetary and Financial CodeIn force
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Updated 7 Nov 2023

I. - Any portfolio management company having its registered office in mainland France, the overseas departments, the department of Mayotte and Saint-Martin and authorised to manage a UCITS authorised in accordance with Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 that wishes to establish a branch in another Member State of the European Union or party to the Agreement on the European Economic Area shall notify its plans to the Autorité des marchés financiers in accordance with rules laid down by decree in the Conseil d'Etat.

Unless the Autorité des marchés financiers has reason to doubt the adequacy of the administrative structures or the financial situation of the asset management company, taking into account the activities envisaged, it shall, within two months of receiving all the information required in the notification provided for in the first paragraph, communicate this information to the competent authorities of the host State of the asset management company and notify the latter accordingly. It shall also provide details of any compensation scheme designed to protect investors.

If the Autorité des marchés financiers refuses to communicate the information referred to in the previous paragraph to the authority of the host State that has been designated as the contact point, it shall inform the portfolio management company concerned of the reasons for this refusal within two months of receiving the information.

Upon receipt of the reply from the host state authority or, in the absence of a reply from the host state authority, upon expiry of a period of two months from receipt by the host state authority of the information provided by the Autorité des marchés financiers, the branch of the applicant portfolio management company may be established and commence business.

II. - Any portfolio management company having its registered office in mainland France, the French overseas departments, the Department of Mayotte and Saint-Martin and authorised to manage a UCITS authorised in accordance with Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009, which wishes to carry on business in another Member State of the European Union or party to the Agreement on the European Economic Area under the freedom to provide services, shall declare this to the Autorité des marchés financiers in accordance with the terms and conditions laid down by decree of the Conseil d'Etat.

Within one month of receiving all the information required in the declaration provided for in the first paragraph, the Autorité des marchés financiers shall communicate this information to the competent authorities of the portfolio management company's host Member State and shall notify the latter accordingly. It shall also provide details of any compensation scheme designed to protect investors.

The portfolio management company may then commence business in its host Member State.

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.

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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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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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