Subsection 2: Central organisation

Articles in this section · 6

Article R515-19

French Monetary and Financial CodeIn force

Updated 5 Nov 2023

I. - The Board of Directors meets in ordinary session at least four times a year, convened by its Chairman. It shall consider any matter placed on its agenda by the Chairman or by the Board acting by a simple majority.

It shall also meet at the request of at least one third of its full members.

II. - The Board of Directors draws up its own rules of procedure, which stipulate in particular the procedures for remote or written consultation of its members by the Chairman on an emergency decision. These procedures shall include at least a minimum consultation period, quorum rules and the right of any member of the Board and of the Government Commissioner to object to this consultation procedure.

III. - The Board of Directors may delegate some of its powers mentioned in 3°, 4°, 5° and 12° of article R. 515-18, to the extent that it determines, to the following three specialised committees:

1° The specialised committee for operations in the French overseas departments and collectivities and in New Caledonia ;

2° The specialised committee for operations abroad ;

3° The specialised committee for supporting initiatives by non-governmental organisations.

The specialised committee for operations in the overseas departments and collectivities and in New Caledonia comprises three representatives of the State, two of whom are appointed by order of the Minister for Overseas France and one of whom is appointed by order of the Minister for the Economy.

The specialised committee for operations abroad comprises five State representatives, two of whom are appointed by order of the Minister for Foreign Affairs, two by order of the Minister for the Economy and one by order of the Minister for Immigration.

The specialised committee for supporting initiatives by non-governmental organisations comprises four State representatives, two of whom are appointed by order of the Minister for Foreign Affairs, one by order of the Minister for the Economy and one by order of the Minister for Immigration.

Each of these specialised committees also includes:

1° Two qualified persons appointed by the Board of Directors, one of whom sits on the Board;

2° One of the staff representatives on the Board of Directors, chosen by these representatives.

These specialised committees may be supplemented by one or more members of the Board of Directors at the Board's discretion. The specialised committee for operations in the French overseas departments and collectivities and in New Caledonia and the specialised committee for operations abroad are chaired by the Chairman of the Board of Directors. The specialised committee for supporting initiatives by non-governmental organisations is chaired by the Chairman of the Board of Directors or by a member of the Board of Directors appointed by the Chairman from among the representatives of the State.

For members of the specialised committees other than the Chairman and members of the Board of Directors, an alternate is appointed under the same conditions as the full member.

The term of office of the members of the specialised committees and the conditions under which they may be replaced are the same as those laid down for the members of the Board of Directors.

The specialist committees may decide to submit any matter within their remit to the Board of Directors for consideration. In such cases, they shall submit to the Board their opinion on the matter referred to them.

IV. - The Board of Directors may also delegate some of its powers to the Chief Executive Officer, who shall report to the Board at each meeting on the decisions he has taken by virtue of this delegation. Delegation to the Chief Executive Officer is exclusive of that given to the specialised committees and may not relate to the matters mentioned in 1°, 2°, 6°, 7°, 9° and 13° of article R. 515-18.

V. - The Board of Directors appoints an Audit Committee of three to five members qualified in financial analysis and risk assessment, at least one of whom must be a member of the Board. This audit committee gives an opinion to the Board of Directors, whenever necessary and at least once a year, on the financial statements of the agency, the effectiveness of its internal control and the management of its risks.

Mariela Petrova

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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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