Subsection 2: Professional organisation

Articles in this section · 21

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Article R821-54

French Commercial codeIn force
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Updated 4 Nov 2023

I.-The members of the Regional Council are elected for a term of four years, by secret ballot, on the basis of a single-round list, with the submission of a list containing as many candidates as there are seats to be filled, without the addition or deletion of names and without any change in the order of presentation.


Where regional companies are grouped together pursuant to the third paragraph of Article L. 821-6, each list must include at least one candidate from each of the regional companies grouped together.


Lists that have not obtained the required number of votes must be drawn up in the order in which they are presented. Lists that do not obtain at least 15% of the votes cast are not eligible for the allocation of seats.


The list that obtains the most votes is allocated to the list that obtains the least votes. The list with 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 remaining seats are distributed among all the lists with 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 oldest candidate who is likely to be declared elected. If, after this distribution of seats, the regional council does not include any elected members from a court of appeal within the jurisdiction of the regional company, the last seat allocated to the list that came first at regional level is reallocated to a candidate from the jurisdiction of this court of appeal belonging to this list.


II. II - Natural persons who are members of the regional company and up to date with their professional dues are eligible to vote.


Natural persons who are members of the regional company and up to date with their professional dues are eligible to vote. Natural persons who are up to date with their professional contributions and who are practising as statutory auditors on 30 June of the year in which their term of office expires are eligible to stand for election. Only a statutory auditor who is carrying out at least one certification assignment on that date may be appointed chairman of the regional council.

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The chairman of the regional council must be a statutory auditor who is carrying out at least one certification assignment on that date.

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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