Chapter I: General provisions.

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Article 1844-5

French Civil CodeIn force

Updated 7 Nov 2023

The reunification of all the company shares in a single hand does not result in the automatic dissolution of the company. Any interested party may request such dissolution if the situation has not been regularised within one year. The court may grant the company a maximum period of six months to rectify the situation. It may not dissolve the company if, on the day it rules on the merits of the case, the situation has been regularised.

The fact that the usufruct of all the company shares belongs to the same person has no effect on the existence of the company.

In the event of dissolution, all the company's assets and liabilities are transferred to the sole shareholder, without the need for liquidation. Creditors may object to the dissolution within thirty days of its publication. A court decision rejects the objection or orders either the repayment of the debts or the provision of guarantees if the company offers such guarantees and if they are deemed sufficient. The transfer of assets and liabilities does not take place and the legal entity does not cease to exist until the opposition period has expired or, as the case may be, when the opposition has been rejected at first instance or the repayment of the claims has been made or the guarantees provided.

The provisions of the third paragraph do not apply to companies whose sole shareholder is a natural person.

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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