Subsection 3: Approval of AIFM established in a third country

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Article L532-39

French Monetary and Financial CodeIn force
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Updated 7 Nov 2023

I. - The AIFM's subsequent operations in the European Union have no impact on the designation of France as the reference Member State.

However, if the AIFM modifies its marketing strategy within two years of its initial authorisation and if this new strategy, if it had been the initial marketing strategy, would have had the effect of calling into question the designation of France as the reference Member State, the AIFM shall notify the AMF of the modification before implementing it and shall indicate its new reference Member State. The AIFM shall justify its assessment to the AMF and provide it with information on its legal representative, including his name and the place where he is established. The legal representative shall be established in the new Member State of reference.

II. - The Autorité des marchés financiers shall make an assessment of the designation of the AIFM's reference Member State in accordance with I and shall notify the European Securities and Markets Authority of this assessment for its opinion.

To this end, the AMF shall provide the AIFM's file as mentioned in I.

III. - After receiving the opinion of the European Securities and Markets Authority, in accordance with the provisions of Directive 2001/61/EU of the European Parliament and of the Council of 8 June 2011, the Autorité des marchés financiers shall inform the AIFM, its initial legal representative and the European Securities and Markets Authority of its decision.

IV. - Where the Autorité des marchés financiers approves the designation made by the AIFM, it shall inform the competent authorities of the new reference Member State of this change. It shall send a copy of the AIFM's authorisation and supervisory file to the new reference Member State without delay.

From the date of transmission of the authorisation and the file on supervision, the competent authorities of the new reference Member State shall be responsible for the authorisation and supervision of the AIFM.

V. - The rules applicable in the event of a final decision to the contrary by the Autorité des marchés financiers and the European Securities and Markets Authority are set by decree in the Conseil d'Etat.

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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