Subsection 1: The Board of Directors

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Article R7345-3

French Labour CodeIn force

Updated 1 Nov 2023

I.-The Board of Directors deliberates in particular on :

1° The general orientations of the establishment and its programme of activities developed in application of the missions defined in article L. 7345-1 ;

2° The annual activity report;

3° The general conditions governing the organisation and operation of the establishment, including its internal regulations;

4° The general conditions governing the recruitment, employment and remuneration of staff;

5° The initial budget and any amendments thereto;

6° The financial accounts and the allocation of income for the financial year;

7° the general terms and conditions for the conclusion of contracts and agreements which, by virtue of their nature or the financial amount involved, must be submitted to it for approval, and those for which it delegates responsibility to the Executive Director of the institution;

8° legal proceedings and settlements;

9° the acceptance or refusal of gifts and legacies.

II - The Board of Directors is consulted on :

1° The general conditions for the organisation of the ballot mentioned in article L. 7343-5 by the general manager of the establishment;

2° The list of organisations representing employees, drawn up on behalf of the State by the general manager of the establishment in application of article L. 7343-4.

III -The Board of Directors also decides on matters submitted to it by its Chairman or the ministers responsible for the institution.

IV - The Board of Directors may delegate some of its powers to the Managing Director of the institution, with the exception of those mentioned in 1°, 2°, 5° and 6° of I. The Chief Executive Officer is accountable for the decisions taken under the delegations thus granted, in accordance with the procedures laid down by the Board of Directors.

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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