Subsection 3: Bonds issued by associations.

Articles in this section · 9

Article D213-19

French Monetary and Financial CodeIn force

Updated 6 Nov 2023

I. - The information document contains all the information required by subscribers. It contains the following information concerning the issue:

1° The purpose of the issue ;

2° The decisions of the authorised bodies which initiated the issue and their period of validity;

3° The number, nominal value and form of the securities, as well as the gross proceeds and an estimate of the net proceeds of the issue;

4° The terms of the issue and the financial characteristics of the securities, as well as any guarantees. Where the remuneration of the securities is lower than market conditions at the time of issue, the document shall mention this fact;

5° The terms of sale and, where applicable, the conditions for listing the securities;

6° The existence and organisation of the group of holders of securities;

7° The list of credit institutions responsible for the financial servicing of the operation, where applicable.

II. - The same document contains the following information concerning the issuer:

1° Information concerning the organisation and control of the association:

a) The identity of the directors and those of the members of the supervisory body or the board of directors;

b) The total amount of remuneration paid to each of the categories of persons listed above in respect of their duties;

c) The offices held by these same persons in other companies;

d) The agreements between the association and any legal entity having directors in common with the association;

e) The names of the statutory auditors and their alternates, and the date of their appointment;

2° The amount of shareholders' equity not liable to be written back at the end of the previous financial year, the total amount and breakdown by maturity of commitments other than those resulting from the issue, and an indication of the guarantees granted on securities previously issued;

3° The balance sheet, profit and loss account and significant items in the notes for the last three financial years and, where the issue is made during the financial year, significant items taken from the provisional accounts and an assessment of the business trend;

4° The corporate purpose of the association, a description of its activities and prospects for development;

5° Any significant events or disputes that may have an impact on the association's business and financial situation;

6° Information concerning the guarantors of the issue.

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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