Sub-paragraph 1: General scheme

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Article L214-89

French Monetary and Financial CodeIn force

Updated 8 Nov 2023

Partners may only be held liable if the société civile or the société d'épargne forestière has previously been unsuccessfully sued. Each member is liable to third parties on the basis of his share in the capital, up to a limit of twice the amount of that share. The articles of association of the société civile or société d'épargne forestière may provide that the liability of each member is limited to the amount of his share in the company's capital.

Notwithstanding the previous paragraph, in the case of the forestry investment groupings mentioned in the first paragraph of article L. 214-86, the liability of each member may not exceed the amount of his share in the capital.

For the application of articles L. 341-1 to L. 341-17, the units of the forestry investment groupings mentioned in the first paragraph of article L. 214-86 are treated in the same way as the financial instruments mentioned in 1° of article L. 341-1.

The company must take out an insurance policy covering its civil liability in respect of the buildings it owns.

In the event of failure to comply with the second paragraph, the directors of the company responsible for managing the société civile de placement immobilier or the société d'épargne forestière may be held jointly and severally liable with the company itself.

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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