Subsection 2: The Management Board and the Supervisory Board.

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Article R225-53

French Commercial codeIn force

Updated 6 Nov 2023

The Supervisory Board may authorise the Management Board to grant sureties, endorsements or guarantees on behalf of the company, up to a total amount that it shall determine. This authorisation may also set, for each commitment, an amount in excess of which the company's surety, endorsement or guarantee may not be given. Where a commitment exceeds either of the amounts thus set, the authorisation of the Supervisory Board is required in each case.

The term of the authorisations provided for in the previous paragraph may not exceed one year, regardless of the term of the commitments guaranteed, endorsed or secured.

As an exception to the provisions of the first paragraph, the Management Board may be authorised to grant sureties, endorsements or guarantees in the name of the company in respect of tax and customs authorities, with no limit on the amount.

The Management Board may delegate the authority it has received pursuant to the preceding paragraphs.

If sureties, endorsements or guarantees have been given for an amount totaling or exceeding the limit set for the current period, the excess may not be enforced against third parties who have not been made aware of it, unless the amount of the commitment invoked alone exceeds one of the limits set by the decision of the Supervisory Board taken pursuant to the first paragraph.

Mariela Petrova

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Common Questions

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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