Sub-paragraph 3: Investment rules.

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Article R214-32-35

French Monetary and Financial CodeIn force

Updated 6 Nov 2023

I. - (Repealed)

II. - A general-purpose investment fund may not hold more than :

1° 10% of the non-voting equity securities of any one issuer ;

2° 10% of the debt securities of any one issuer ;

3° 10% of money market instruments issued by the same issuer.

The limits laid down in 2° and 3° may not be complied with at the time of acquisition if, at that time, the gross amount of the debt securities or money market instruments or the net amount of the securities issued cannot be calculated.

III. - A general-purpose investment fund may hold up to 100% of the units or shares of the same collective investment scheme, UCITS or FIA governed by foreign law or investment fund mentioned in article R. 214-32-42.

IV. - II of this article may be waived in respect of :

1° Eligible financial securities and money market instruments issued or guaranteed by a Member State of the European Union or by its local authorities;

2° Eligible financial securities and money market instruments issued or guaranteed by a third country;

3° Eligible financial securities and money market instruments issued by a public international body to which one or more Member States belong;

4° Shares held by a general-purpose investment fund in the capital of a company incorporated in a third country which invests its assets mainly in the securities of issuers having their registered office in that country where, under the legislation of that country, such a holding constitutes the only possibility for the general-purpose investment fund to invest in the securities of issuers from that country;

5° Shares held by one or more SICAVs in the capital of subsidiary companies carrying on only management, advisory or marketing activities in the country where the subsidiary is established, with regard to the redemption of units at the request of unitholders exclusively on its or their behalf.

The derogation referred to in 4° is only applicable on condition that the company in the third country respects, in its investment policy, the limits established by II and by articles R. 214-32-29, R. 214-32-33 and R. 214-32-34.

V. - A general-purpose investment fund may not hold more than 10% of the debt securities of any one entity.

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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