Subsection 2: Mandatory registered shares

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Article L212-3

French Monetary and Financial CodeIn force

Updated 8 Nov 2023

I. - Subject to the provisions of article L. 211-7, shares issued in French territory and subject to French law, of sociétés par actions, other than SICAVs, sociétés de placement à prépondérance immobilière à capital variable or sociétés professionnelles de placement à prépondérance immobilière à capital variable, which are not admitted to trading on a regulated market or a multilateral trading facility, shall be in registered form.

II. - This obligation must be fulfilled within six months of the issue date of the shares concerned or the date on which they cease to be admitted to trading by a central depository.

Once this period has elapsed, holders of shares who have not complied with the obligation stipulated in I may only exercise the rights attached to these securities if they have been presented to the issuing company or an authorised intermediary with a view to their conversion into registered form.

III. - Within one year of expiry of the period stipulated in II, the issuing companies must sell the rights corresponding to the shares not presented, in accordance with the conditions laid down by decree. The proceeds of the sale are deposited until they are returned to the entitled parties.

IV. - Where they do not prove that they have taken all necessary steps to ensure the effective application of these provisions, the managers, the Chairman of the Board of Directors or the Management Board of the issuing company are, for the application of death duties and property wealth tax, presumed, in the absence of proof to the contrary, to be the owners of shares which are not registered or which have not been sold under the conditions provided for in III.

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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