Paragraph 3: Provisions relating to the protection of rights in the context of a resolution procedure

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L613-57L613-57-1L613-57-2

Article L613-57

French Monetary and Financial CodeIn force
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Updated 7 Nov 2023

I. - The collège de résolution shall ensure that no holder of equity securities referred to in Chapter II of Title I of Book II or of other ownership securities or creditor of a person referred to in I of Article L. 613-34, and the fonds de garantie des dépôts et de résolution under Article L. 613-55-5, does not incur or suffer, as a result of a measure to transfer part of the assets, rights and obligations or an internal bail-out taken pursuant to sub-sections 10 and 11 of this section, greater losses than those it would have incurred if the person had been wound up under the compulsory liquidation procedure pursuant to the provisions of Book VI of the French Commercial Code.

II. - Following the implementation of a measure taken pursuant to sub-sections 10 and 11 of this section, the collège de résolution shall immediately commission an independent expert appraisal for the purpose of:

1° Determine the treatment that would have been received by the holders of equity securities referred to in Chapter II of Title I of Book II or other ownership securities or the creditors of the persons referred to in I of Article L. 613-34 as well as the Fonds de Garantie des Dépôts et de Résolution if these persons had been the subject of compulsory liquidation proceedings;

2° Assess the level of losses they have actually incurred as a result of the measures in question.

The assessment made pursuant to 1° above shall not take into account any public financial support, including from the deposit guarantee and resolution fund or any equivalent mechanism.

III. - When the expert has established that the holders of equity securities mentioned in Chapter II of Title I of Book II or other ownership securities, creditors or the deposit guarantee and resolution fund under the deposit guarantee mechanism have suffered losses greater than those they would have suffered if the persons mentioned in I of Article L. 613-34 had been the subject of compulsory liquidation proceedings, the resolution college shall refer the matter to the deposit guarantee and resolution fund with a view to their compensation pursuant to III of Article L. 312-5.

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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