Paragraph 2: Operation of the company.

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Article R743-102-1

French Commercial codeIn force

Updated 4 Nov 2023

In order to comply with the legal requirements resulting from the cessation of the practice of the profession of commercial court clerk on the date on which he or she reaches the age limit or on the date on which the authorisation to continue activity provided for in Article L. 741-1, the member shall organise the transfer of his shares, under the conditions provided for in articles R. 743-44 and R. 743-99, so that it takes effect on that date at the latest.

Six months before the date on which he reaches the age limit, the member shall inform the company and its members, by registered letter with acknowledgement of receipt, of the progress of his proposed transfer or, where applicable, of the absence of any prospect of transfer on that date. If the partner has been granted authorisation to continue trading, he must be informed again six months before the authorisation expires.

If no transfer has been made by the date on which the partner reaches the age limit or the authorisation to continue trading expires, the company has six months in which to notify the partner of a plan to sell or purchase his shares, in accordance with the conditions set out in Article R. 743-100. As long as the transfer or purchase of his shares by the company has not taken place, the member retains the option of transferring his shares himself under the conditions provided for in Articles R. 743-44 and R. 743-99.

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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