Paragraph 3: Common provisions.

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Article L123-11-3

French Commercial codeIn force
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Updated 8 Nov 2023

I. - No person may engage in the activity of domiciliation unless they have first been approved by the administrative authority, prior to their registration in the Trade and Companies Register.

II. - Approval is only granted to persons who satisfy the following conditions:

1° Justify the provision to domiciled persons of premises with a room suitable to ensure the necessary confidentiality and to allow regular meetings of the bodies responsible for the management, administration or supervision of the company as well as the keeping, conservation and consultation of the books, registers and documents prescribed by the laws and regulations ;

2° Prove that they are the owner of the premises made available to the domiciled person or the holder of a commercial lease for these premises;

3° Have not been the subject of a final conviction:

a) For a felony;

b) A sentence of at least three months' unsuspended imprisonment for:

- one of the offences provided for in Title I of Book III of the Penal Code and for offences provided for by special laws and punishable by the penalties laid down for fraud and breach of trust;

- concealment or one of the offences assimilated to or similar to concealment, provided for in the section 2 of Chapter I of Title II of Book III of the Penal Code;

- money laundering;

- active or passive bribery, influence peddling, embezzlement and misappropriation of property ;

- forgery, falsification of securities or other fiduciary values issued by the public authority, falsification of marks of authority;

- participation in a criminal association;

- drug trafficking;

- procuring or one of the offences provided for in the sections 2 and 2 bis of Chapter V of Title II of Book II of the Penal Code;

- one of the offences set out in section 3 of Chapter V of Title II of Book II of the Penal Code;

- one of the offences against the legislation on commercial companies provided for in Title IV of Book II of this code;

- bankruptcy;

- usurious lending practices;

- any of the offences set out in articles L. 324-1 to L. 324-4, L. 324-10 and L. 324-12 to L. 324-14 of the Internal Security Code;

- breach of the laws and regulations governing financial relations with foreign countries;

- tax fraud;

- one of the offences set out in articles L. 453-10, L. 431-2, L. 453-1, L. 453-2, L. 453-3, L. 453-9, L. 431-7, L. 453-6, L. 432-6, L. 433-9, L. 453-8, L. 132-2, L. 132-3, L. 222-6, L. 132-13, L. 132-14, L. 132-15, L. 224-100, L. 112-1, L. 112-5, L. 112-6, L. 112-7, L. 131-5, L. 131-6, L. 451-9, L. 451-10, L. 413-4, L. 413-5, L. 422-3, L. 413-6, L. 451-11, L. 413-7, L. 451-12, L. 413-8, L. 451-13, L. 413-9, L. 451-14, L. 512-4 of the Consumer Code;

- one of the offences set out in articles L. 8221-1 and L. 8221-3 du code du travail;

4° Not have been the perpetrator of acts which, within the last five years, have given rise to a disciplinary or administrative sanction withdrawing approval for the domiciliation activity;

5° Not have been subject to personal bankruptcy or one of the prohibition or disqualification measures provided for in Book VI of this code.

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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