Paragraph 2: The National Council

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Article R821-37

French Commercial codeIn force

Updated 4 Nov 2023

I.-The National Council is composed of sixty members appointed for a term of four years, including all the presidents of the regional companies and the elected statutory auditors.


Half of the members are statutory auditors who perform one or more audit engagements for public interest entities and half are statutory auditors who do not perform audit engagements for public interest entities. Half of the members are statutory auditors who perform one or more audit engagements for public-interest entities, and half are statutory auditors who do not perform audit engagements for public-interest entities.


A first college of electors is made up of auditors who perform one or more audit engagements for public-interest entities, and half are statutory auditors who do not perform audit engagements for public-interest entities. The first electoral college is made up of individual statutory auditors who are up to date with their professional dues and who perform one or more assurance engagements for public-interest entities. A second electoral college is made up of statutory auditors who are natural persons up to date with their professional dues and who do not audit public-interest entities. When practising within a company, each statutory auditor reports to the college to which the company belongs.


The Compagnie Nationale apportions the statutory auditors to the two colleges according to their activity on 30 June of the year in which their terms of office expire.


Only individuals who have been appointed to the two colleges are eligible for election. Only natural persons carrying out one or more auditing assignments on 30 June of the year in which the terms of office expire are eligible for election.


The number of statutory auditors elected by the National Company is determined by the number of auditors elected by the National Company on 30 June of the year in which the terms of office expire. The number of statutory auditors elected to each college is determined by subtracting the number of presidents of regional companies in its category from the thirty seats allocated to it.


II. II -The vote by each of the colleges is carried out by secret ballot, by list, in a single round, with the submission of a list containing as many candidates as there are seats allocated to each of the colleges, without the addition or deletion of names and without changing the order of presentation.


The list of candidates referred to in the previous paragraph is supplemented by a reserve containing a number of candidates equal to one sixth of the seats to be filled.


Lists that do not obtain at least 15% of the votes cast are not eligible for the allocation of seats.


> In each of the colleges, the number of candidates is determined by the number of votes cast. Within each of the colleges, for the seats remaining to be filled after the allocation of seats to the presidents of the regional companies, the list that received the highest number of votes cast is allocated a number of seats equal to one quarter of the number of seats to be filled, rounded up, where appropriate. In the event of a tie between the lists with the highest number of votes, these seats are allocated to the list whose candidates have the highest average age. The other seats are distributed between all the lists by proportional representation on the basis of the highest average.


The seats are allocated to the candidates in order of age. The seats are allocated to the candidates in the order of presentation on each list.


If two or more lists have the same average, the last seat is allocated to the list with the highest number of votes. In the event of a tie, the seat is awarded to the eldest of the candidates, who is likely to be declared elected.

Mariela Petrova

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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

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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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