Subsection 1: Constitution.

Articles in this section · 11

Article R322-47

French Insurance CodeIn force

Updated 7 Nov 2023

Draft articles of association must

1° state the object, duration, registered office and name of the company and the territorial scope of its operations, determine the method and general conditions under which the commitments between the company and its members are entered into, and specify the classes of insurance covered directly or accepted as reinsurance;

2° Set the minimum number of members, which may not be less than 500; this minimum number is set at seven for the organisations mentioned in Article L. 771-1 of the French Rural and Maritime Fishing Code;

3° Set the minimum amount of contributions paid by members for the first annual period and specify that these contributions must be paid in full prior to the declaration provided for in Article R. 322-51 ;

4° Indicate the method of remuneration of the management or management board and, if applicable, of the directors or members of the supervisory board in accordance with the provisions of article R. 322-55;

5° Provide for the constitution of a start-up fund to meet expenses for the first five years and to guarantee the company's commitments, and specify that the start-up fund must be paid in full in cash before the declaration provided for in article R. 322-51 or the filing of the Articles of Association at the town hall for the bodies mentioned in article 1235 of the Rural and Maritime Fishing Code;

6° Specify whether each new member must pay an entry fee or membership fee when taking out their first insurance policy, with a view to subsequently contributing to the establishment fund;

7° Provide for the distribution of surplus income;

8° Provide for the payment of fixed contributions for companies carrying out the operations mentioned in 20 to 26 of article R. 321-1 .

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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