Section 3: Shareholders' meetings.

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Article R225-73

French Commercial codeIn force

Updated 6 Nov 2023

I.-When the company's shares are not all in registered form, the notice referred to in article R. 225-66 is preceded by a notice published in the Bulletin des annonces légales obligatoires, at least thirty-five days before the general meeting is held. This period is reduced to fifteen days when the general meeting is convened pursuant to the provisions of article L. 233-32.

The notice referred to in the previous paragraph shall include, in addition to the information required by the first paragraph of article R. 225-66, the following information:

1° A clear and precise description of the procedures that shareholders must follow to participate and vote at the meeting, in particular the procedures for voting by proxy, by post or by electronic means;

2° A clear and precise description of the procedures for exercising the options defined in the second paragraph of Article L. 225-105 and in the third paragraph of Article L. 225-108, in particular the postal address and, where applicable, the electronic address to which items or draft resolutions and written questions may be sent, the time limit set for their transmission, the list of supporting documents that must be sent in accordance with the provisions of this section;

3° Except in cases where the company sends all its shareholders a proxy or postal voting form or the single document provided for in the third paragraph of Article R. 225-76, the places and conditions, in particular the time limits, under which they may be obtained and returned;

4° The address of the website provided for in Article R. 22-10-1 on which the information referred to in article R. 22-10-23 is disseminated and, where applicable, that of the website provided for in article R. 225-61 ;

5° The account registration date defined in article R. 22-10-28, specifying that only shareholders meeting the conditions set out in that article on that date may take part in the meeting;

6° The text of the draft resolutions to be submitted to the meeting by the Board of Directors or the Management Board, as applicable;

7° The place and date where the full text will be made available:

a) The documents to be submitted to the meeting, in accordance in particular with articles L. 225-115 et R. 225-83 ;

b) Draft resolutions submitted by shareholders, if any, and a list of items added to the agenda at their request, if any;

Where the company has issued non-voting preference shares or securities giving access to the capital, the published notices shall also mention the obligation to submit the resolutions for the opinion, agreement or approval, as the case may be, of the special meeting of holders of non-voting preference shares or the meetings of the masses provided for in Article L. 228-103.

II.-Requests for items or draft resolutions to be included on the agenda must reach the company no later than the twenty-fifth day before the date of the meeting, but may not be sent more than twenty days after the date of the notice referred to in I.

When the meeting is convened in accordance with the provisions of Article L. 233-32, such requests must reach the company no later than the tenth day before the meeting.

The notice shall state the time limit for sending requests.

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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