Section 6: Transferable securities giving access to the capital or giving entitlement to the allotment of debt securities.

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Article R228-92

French Commercial codeIn force

Updated 6 Nov 2023

If a company carries out a transaction requiring the application of Article L. 228-99, it shall inform the holders of the rights attached to the securities giving access to the capital concerned by means of a notice.

This notice shall mention:

1° The company name and, where applicable, the acronym of the company;

2° The form of the company;

3° The amount of the share capital;

4° The address of the registered office;

5° The information provided for in 1° and 2° of Article R. 123-237 ;

6° The nature of the transaction and, where applicable, the category of securities to be issued, the subscription price, the proportion of the subscription right and the conditions for exercising it, the opening and closing dates for subscriptions;

7° The measures taken by the company pursuant to Articles R. 228-87 to R. 228-91.

The information provided for in this article shall be brought to the attention of the holders of the rights attached to these securities giving access to the capital, by registered letter with acknowledgement of receipt, at least fourteen days before the planned closing date for subscriptions, in the case of an issue of securities, or within fifteen days of the decision relating to the planned transaction, in other cases.

If the company's securities giving access to the capital are admitted to trading on a regulated market or if all its securities giving access to the capital are not in registered form, the notice containing these particulars shall be inserted, within the same period, in a notice published in the Bulletin des annonces légales obligatoires.

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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