Subsection 1: Initial registrations

Articles in this section · 8

R521-5R521-6R521-7R521-8R521-9R521-10R521-11R521-12

Article R521-5

French Commercial codeIn force
Ask for lawyer reviewed or certified translation

Updated 5 Nov 2023

The entry is made in a register kept by the competent registrar. This registrar shall be, as the case may be, the registrar of the commercial court, the registrar of the judicial court ruling on commercial matters or the registrar of the mixed commercial court within whose jurisdiction the debtor, or the owner of the collateral if he is not the debtor, is principally registered in the register of commerce and companies.

If the debtor, or the owner of the encumbered asset if he is not the debtor, is not required to be registered in the Trade and Companies Register, the entry is made in the register in whose jurisdiction his registered office or, failing that, his principal place of business is located or, if there is neither a registered office nor a principal place of business, his place of business or the address of the company fixed to the residential premises. In the case of a natural person whose guaranteed debt has been contracted on a non-business basis, the entry is made in the register in whose jurisdiction their personal domicile is located.

If several persons are debtors, or owners of the encumbered asset, in respect of the same security or the same transaction, the entry shall be made, at the choice of the applicant, in the register kept by one of the registrars with jurisdiction pursuant to the preceding paragraphs.

In the absence of registration in the register, the debtor shall be deemed to be the owner of the encumbered asset. If the applicant is not registered in the Trade and Companies Register, does not have its registered office, principal place of business, place where it conducts its business or personal domicile on French territory, the competent registrar is that of the Paris Commercial Court.

For contractual pledges, the registrar may choose to enter the pledge in the register kept by one of the competent registrars in accordance with the preceding paragraphs. For conventional pledges of company shares, the competent court registrar is the one in whose jurisdiction the company whose shares are pledged is registered.

Mariela Petrova

Need help applying this article to your situation?

A registered French Lawyer explains what applies to your business — in English, fixed fee.

within 48h

Fixed Fee

Talk to a lawyer
Previous articleArticle R521-4Next articleArticle R521-6
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

English · French · Russian

Ready When You Are

Talk To A Corporate
Lawyer In France.

A 20–30 minute call, in English, to scope the engagement. No obligation, no preliminary fee. You will leave the call with a clear view of what the work will cover and what it will cost.

Talk To A Corporate Lawyer+33 1 84 88 31 00
First EngagementFixed Fee

Talk to a French lawyer.

Reply within 24 hours.

Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

Continue Reading

Related corporate services in France

01 / Setup

Setting up a French company

Choose between SAS, SARL, SA or SCI — and structure your first French entity around how you actually plan to operate.

Read More
02 / Operating

French commercial contracts

Distribution, agency, supply, services and IP licences — drafted around the protections French law actually gives.

Read More
03 / Disputes

Business disputes & litigation

Shareholder conflicts, commercial breaches and pre-litigation strategy — handled by the same team that knows the file.

Read More