Chapter III: Subsidiaries, holdings and controlled companies.

Articles in this section · 16

Article R233-15

French Commercial codeIn force

Updated 6 Nov 2023

Subject to providing proof in the schedule provided for in Article L. 123-12, the companies mentioned in 1° of Article L. 233-17 are exempt from the obligation to draw up consolidated accounts and a report on the management of the group when the following conditions are met:

1° The consolidated accounts of the larger body of undertakings, in which these companies are included, are drawn up in accordance with articles L. 233-16 to L. 233-28 . 233-28 or, for undertakings governed by the national law of another State, with the provisions adopted by that State for the implementation of Directive 2013/34/EU of 26 June 2013 or, where that State is not required to comply with that Directive, with principles and rules offering a level of requirement equivalent to the provisions of Articles L. 233-16 to L. 233-28 or those of the said directive;

2° They shall, in accordance with the legislation applicable to the company drawing them up, be certified by the independent professionals responsible for auditing the accounts and published;

3° They shall be made available to the shareholders or members of the exempted company under the conditions and within the time limits provided for in Articles R. 225-88 and R. 225-89 ; if they are drawn up in a language other than French, they shall be accompanied by a French translation.

Where the consolidated accounts are drawn up by a company whose registered office is outside a Member State of the European Community or a State party to the Agreement on the European Economic Area, they must be supplemented by all information of material importance concerning the assets and liabilities and financial position, as well as the results, of the group formed by the exempted company, its subsidiaries and participating interests; This information relates in particular to the amount of fixed assets, the net amount of sales, the profit for the financial year, the amount of shareholders' equity and the average number of employees during the financial year; this information is given either in the notes to the consolidated financial statements referred to in 1°, or in the notes to the annual financial statements of the exempted company. In the latter case, it is prepared in accordance with the principles and methods set out in articles L. 233-16 to L. 233-25.

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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