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Incorporate a French company

12 Feb
Call option agreement (French business law)
A call option agreement, or simply labelled a call, is a contract entered into by a potential purchaser of company shares or securities (the “ Purchaser ”) with the holder of such securities (the “ Seller ”), whereby the Seller undertakes to sell to the Purchaser all or part of its securities if the Purchaser so requires. Whereas the Purchaser...
10 Jan
Put option agreement (French business law)
A put option agreement, or simply called a put, is a contract entered into by a potential seller of company shares or securities (the “ Seller ”) with the potential purchaser of such securities (the “ Purchaser ”), whereby the Purchaser undertakes to purchase from the Seller its securities if the Seller so requires. Whereas the Seller does not...
21 May
Drag-along right (French corporate law)
A drag-along right is the right for certain shareholders willing to sell their stake to force all other security holders to join the deal and therefore sell their own shares and securities. A drag-along right generally protects majority shareholders from minority shareholders who, by refusing to sell their own stake, may obstruct a deal. A...
18 Mar
Company bylaws (French corporate law)
The by-laws of a company make part of its constitutive documents. Their purpose is to set forth the rules which will govern the company and the relationship between its shareholders. The company by-laws are often supplemented by a shareholders’ agreement. The by-laws of a company typically include provisions relating to: The company’s...
19 Mar
SARL – Incorporation conditions (French corporate law)
A SARL is a form of limited liability company. Shareholders Any person can become a shareholder of a French SARL, including non-French residents. Subject to certain exceptions, a SARL may validly exist with only one shareholder (in which case it is called a EURL (" entreprise unipersonnelle à responsabilité limitée "). A SARL may not...
09 Mar
Share capital contributions (SARL)
The share capital of a SARL may be contributed in cash or in kind (by the contribution of assets). The amount of share capital must be indicated in the company’s bylaws, as well as on all documents issued by the company, such as contracts, letters, invoices, advertisements, etc. Cash contributions Only an amount corresponding to 1/5th of the...
20 Feb
Bylaws of a French company - prior approval clause
A prior approval clause (“ clause d’agrément ”) is a clause which subjects the transfer of shares by a shareholder to the prior approval of the shareholders’ assembly or another corporate body. The purpose of a prior approval clause, which must be included in the bylaws of the company, is to enable interested parties to control the composition...
20 Feb
How to incorporate a French company?
Corporate form, amount of share capital, rights and obligations of shareholders To form a French company, the corporate form of the company, the amount of its share capital, as well as the rights and obligations of the shareholders, should be first determined. Under French law, a limited liability company may take the form of a SARL (“...
20 Feb
Incorporation of a French company and payment of share capital
The amounts constitutive of the share capital of a company must be deposited with a French bank, a notary or with the Caisse des Dépôts and Consignations . The banks are not obliged to accept such a deposit. In the event that a bank refuses to open an account for the deposit of a company’s share capital, competing banks should be solicited....
20 Feb
Company directors who are not French residents
A non-French resident may serve as a director of a French company, provided however that he/she files a prior declaration to this effect with the competent préfet. According to article L. 122-1 of the French Commercial Code (“ Code de commerce ”) “ a foreigner who, without residing in France, exercises on the territory of France a commercial,...
20 Feb
Documents required to incorporate a French company
The following documents must, inter alia, be submitted to the competent Commercial Court to file for the incorporation of a French company (SAS, SA or SARL): company bylaws signed by all shareholders decision of the shareholders appointing the directors and the statutory auditors of the company, if any a certificate issued by a bank...
18 Feb
Incorporation of a French company - bylaws
The bylaws (also called articles of association) are the constitutive documents of a French company. They are binding on all shareholders and directors of the company, both present and future. Any director or shareholder of the company acting in breach of the company bylaws may incur responsibility and be obliged to indemnify the company and,...
18 Feb
Incorporation of a French company - choice of the appropriate company form
French corporate law provides for several types of French companies. Commercial companies are ordinarly incorporated in France under the form of a French SAS (" société par actions simplifiée "), a French SARL (" société à responsabilité limitée ") or a French SA (" société anonyme "). When incorporating a French company, its legal form (SAS,...
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