Chapter II: Status of statutory auditors.

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Article L822-1-3

French Commercial codeIn force

Updated 7 Nov 2023

To be registered on the list of statutory auditors, a company must meet the following conditions:

1° The majority of the company's voting rights are held by statutory auditors or firms of statutory auditors registered on the list provided for in I of Article L. 822-1 or statutory auditors duly approved in another Member State of the European Union. Where a company of statutory auditors holds a stake in the capital of another company of statutory auditors, shareholders or partners who are not statutory auditors may not hold more than a majority of the total voting rights of the two companies;

2° The functions of manager, chairman, chairman of the board of directors or management board, sole managing director, chairman of the supervisory board, managing director and deputy managing director are performed by statutory auditors registered on the list provided for in I of Article L. 822-1 or duly approved in another Member State of the European Union to carry out statutory audits;

3° At least the majority of the members of the management, administrative, management or supervisory bodies must be statutory auditors registered on the list provided for in I of Article L. 822-1 or duly approved in another Member State of the European Union to carry out statutory audits. The permanent representatives of companies of statutory auditors who are partners or shareholders must be statutory auditors registered on the list provided for in I of Article L. 822-1 or duly approved in another Member State of the European Union to carry out statutory audits.

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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