Section 4: Approvals and changes to shareholdings

Articles in this section · 4

Article R612-20-1

French Monetary and Financial CodeIn force

Updated 5 Nov 2023

I. - The Autorité de contrôle prudentiel et de résolution shall notify the Autorité des marchés financiers of decisions relating to the authorisation or empowerment of the persons referred to in 2° of A of I ofArticle L. 612-2 and decisions relating to the authorisation of credit institutions providing investment services.

II. - The Autorité de contrôle prudentiel et de résolution shall immediately notify the European Banking Authority of decisions relating to the authorisation, registration or licensing of the following persons:

1° The persons mentioned in 1°, 3° and 8° of A of I of Article L. 612-2 ;

2° The persons mentioned in 2°, 3° and 4° of Article L. 612-21.

Where the decision concerns the withdrawal of authorisation or registration, the Autorité de contrôle prudentiel et de résolution will also communicate the reasons for the withdrawal.

III. - At least once a year, the Autorité de contrôle prudentiel et de résolution communicates the list of financial holding companies and mixed financial holding companies to the competent authorities of the other Member States of the European Union and the other States party to the Agreement on the European Economic Area, the European Commission and the European Banking Authority.

IV. - The Autorité de contrôle prudentiel et de résolution shall notify the European Commission and the European Banking Authority at least once a year of the number and nature of cases in which it has refused to allow a credit institution with its registered office in France to set up a branch in another Member State of the European Union or another State party to the Agreement on the European Economic Area in order to provide banking services or to continue its business following a change of situation.

V. - At least once a year, the Autorité de contrôle prudentiel et de résolution provides the European Banking Authority with the list of credit institution managers authorised to hold an additional mandate, in accordance with II ofArticle L. 511-52.

At least once a year, the Autorité de contrôle prudentiel et de résolution communicates to the Autorité des marchés financiers, which forwards it to the European Securities and Markets Authority, the list of investment firm managers authorised to hold an additional mandate, in accordance with II ofArticle L. 533-26.

VI.At least once a year, the Autorité de contrôle prudentiel et de résolution shall send the European Banking Authority :
1° The authorisations issued to branches of credit institutions having their registered office in a State that is not a member of the European Union or a party to the Agreement on the European Economic Area, as well as any subsequent amendments thereto;
2° For each branch mentioned in 1°, the name of the group to which it belongs whose parent undertaking is established in a third country, as well as the total assets and liabilities declared to the ACPR.

VII. - At least once a year, the Autorité de contrôle prudentiel et de résolution provides the European Insurance and Occupational Pensions Authority with a list of supplementary occupational pension funds authorised pursuant to Article L. 382-1 of the French Insurance Code, supplementary occupational pension mutuals or unions authorised pursuant to Article L. 222-18 of the Mutual Code, institutions for supplementary occupational retirement provision authorised pursuant to Article L. 942-7 of the Social Security Code, and legal entities administering an institution for collective occupational retirement provision mentioned in Article 8 of Order 2006-344 of 23 March 2006 relating to supplementary occupational retirement provision and authorised pursuant to 5° of Article L. 542-1 and Article R. 542-1 of this Code.

This list indicates, for each supplementary occupational pension scheme, supplementary occupational pension mutual or union, supplementary occupational pension institution and legal entity administering a collective occupational pension institution mentioned in the previous paragraph and authorised in France, the other Member States of the European Union and the other States party to the Agreement on the European Economic Area in which these schemes operate.

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

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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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