Subsection 2: Formation of a European holding company.

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Article R229-15

French Commercial codeIn force

Updated 6 Nov 2023

The proposed formation of a European holding company is the subject, by each company registered in France that participates in the transaction, of a notice inserted in a medium authorised to receive legal announcements in the department of the registered office and in the Bulletin des annonces légales obligatoires when the shares of at least one of these companies are admitted to trading on a regulated market or when the shares of at least one of these companies are not all in registered form.

This notice shall include the following information:

1° The name of the promoting company followed, where applicable, by its acronym, the address of its registered office, the amount of its share capital, the information provided for in 1° and 2° of Article R. 123-237 and, where applicable, its registration number in the State in which it has its registered office;

2° The corporate name followed, where applicable, by its acronym, the address of the registered office and the amount of capital envisaged for the European holding company;

3° A statement of the minimum percentage of shares or units in each of the companies promoting the transaction that the shareholders or holders must contribute for the company to be formed;

4° The share or unit exchange ratio and, where applicable, the amount of the balancing payment due;

5° The date of the draft and the date and place of its filing at the registry of the court within whose jurisdiction each promoting company is registered.

This filing and the publicity provided for in the first paragraph shall be carried out at least one month before the date of the first meeting called to decide on the transaction.

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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