Subsection 4: Reverse split of shares not admitted to trading on a regulated market.

Articles in this section · 6

Article R228-31

French Commercial codeIn force

Updated 6 Nov 2023

The decisions of the general meetings of shareholders referred to in article R. 228-28 are published in the Bulletin des annonces légales obligatoires.

This publication indicates the date on which the consolidation operations will begin; this date is at least fifteen days after the date of publication.

This publication shall also indicate:

1° The company name and form of the company;

2° Its registered office;

3° The amount of its share capital;

4° The number of shares subject to the reverse split and the nominal value of each;

5° The number of shares to result from the reverse split and the nominal value of each;

6° The basis of exchange of the shares subject to the reverse split for the shares to arise from the reverse split;

7° The trading price of the old fractional shares, determined by the General Meeting under the conditions provided for in Article R. 228-28;

8° The names and addresses of the shareholder(s) who will have given the undertaking provided for in Article

L. 228-29-2

;

9° The date of the general meeting that decided on the reverse split;

10° The date on which the period provided for in the first paragraph of Article R. 228-30 expires;

11° The place or places where the old shares must be presented for the purposes of the reverse split and where requests to acquire or sell old fractional shares must be lodged.

Mariela Petrova

Need help applying this article to your situation?

A registered French Lawyer explains what applies to your business — in English, fixed fee.

within 48h

Fixed Fee

Talk to a lawyer
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

English · French · Russian

Ready When You Are

Talk To A Corporate
Lawyer In France.

A 20–30 minute call, in English, to scope the engagement. No obligation, no preliminary fee. You will leave the call with a clear view of what the work will cover and what it will cost.

First EngagementFixed Fee

Talk to a French lawyer.

Reply within 24 hours.

Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

Continue Reading

Related corporate services in France

01 / Setup

Setting up a French company

Choose between SAS, SARL, SA or SCI — and structure your first French entity around how you actually plan to operate.

Read More
02 / Operating

French commercial contracts

Distribution, agency, supply, services and IP licences — drafted around the protections French law actually gives.

Read More
03 / Disputes

Business disputes & litigation

Shareholder conflicts, commercial breaches and pre-litigation strategy — handled by the same team that knows the file.

Read More