Subsection 2: Controls.

Articles in this section · 10

D814-42-1R814-42R814-42-2R814-43R814-44R814-45R814-46R814-47R814-48R814-49

Article R814-45

French Commercial codeIn force
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Updated 4 Nov 2023

The audit is carried out by three auditors:

1° Two judicial administrators or judicial representatives appearing on the list provided for in Article R. 814-44 and who do not carry on their business in the same jurisdiction as the audited professional, one of whom may be replaced, in the case of an occasional audit, by one of the persons specially authorised for this purpose;

2° A statutory auditor appearing on a list drawn up for six years by the Minister of Justice, on a proposal from the National Council of Court-appointed Administrators and Court-appointed Representatives after consultation with the National Association of Statutory Auditors, who may not be the person usually responsible for auditing the professional's accounts;

3° Where the audit concerns a person mentioned in III of Article L. 812-2, the second judicial representative mentioned in 1° is replaced, as appropriate, by a bailiff or an auctioneer who does not carry out his activity in the same jurisdiction of the court of appeal as the audited professional.

These inspectors are appointed in the case of a triennial or periodic inspection by the President of the National Council and in the case of an occasional inspection by the authority that ordered the inspection.

An order of the Keeper of the Seals, Minister of Justice, sets the minimum scope of the checks that the auditors must carry out.

The costs incurred by the presence during the audits of the statutory auditor provided for in 2° shall be advanced by the National Council when the audit concerns a judicial administrator or a judicial representative registered on the national lists or a person mentioned in the second paragraph of article L. 811-2 or in the first paragraph of II of article L. 812-2.

Where the inspection concerns a person referred to in III of Article L. 812-2, the costs incurred by the presence, during the inspections, of a judicial representative and a bailiff or a judicial auctioneer, as well as the statutory auditor, shall be borne, as appropriate, by the competent regional chamber of bailiffs or disciplinary chamber of judicial auctioneers.

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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