Paragraph 3: Provisions specific to specialised financing bodies

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Article D214-240-3

French Monetary and Financial CodeIn force

Updated 6 Nov 2023

The credit risk associated with the holding of units, shares or debt securities issued by a specialised financing vehicle is not subject to any subordination provided that the payment of interest and the repayment of principal to holders of debt securities depend on the performance of the assets held by the specialised financing vehicle and :

a) either the amount of the units issued by the specialised financing vehicle does not represent more than 0.5% in value of the nominal amount of the debt securities issued or 300 euros or its equivalent in the currency unit of the issue; or the amount of the shares issued by the specialised financing vehicle does not represent more than 0.5% in value of the nominal amount of the debt securities issued ;

b) or the rules or articles of association of the specialised financing vehicle provide that in the event of a capital loss on the assets held by the specialised financing vehicle, this loss will be allocated equally among the unitholders, shareholders and holders of debt securities in proportion to their respective rights;

c) or each investor in the specialised financing vehicle holds at all times an identical proportion of the amount of each class of units, shares and debt securities issued by the specialised financing vehicle.

For the purposes of a) above, debt securities issued by the same specialised financing vehicle must not be subordinated to one another.

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.

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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.

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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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