Subsection 3: Shareholders' meetings

Articles in this section · 19

L22-10-31L22-10-32L22-10-33L22-10-34L22-10-35L22-10-36L22-10-37L22-10-38L22-10-39L22-10-40L22-10-41L22-10-42L22-10-43L22-10-43-1L22-10-44L22-10-45L22-10-46L22-10-47L22-10-48

Article L22-10-48

French Commercial codeIn force
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Updated 8 Nov 2023

When the shares of a company whose registered office is established in France are admitted to trading on a regulated market of a Member State of the European Union or of another State party to the Agreement on the European Economic Area, any person, with the exception of the persons mentioned in 3° of IV of Article L. 233-7, who holds, alone or in concert, by virtue of one or more temporary sales of these shares or any transaction giving him the right or obliging him to resell or return these shares to the seller, a number of shares representing more than two hundredths of the voting rights, informs the company and the Autorité des marchés financiers of the total number of shares it holds temporarily, no later than the date of registration of shareholders in the accounts preceding the General Meeting, set by decree by the Conseil d'Etat, and where the contract organising this transaction remains in force on that date. This declaration must include, in addition to the number of shares acquired under one of the aforementioned transactions, the identity of the transferor, the date and expiry date of the contract relating to the transaction and, if applicable, the voting agreement.

The company shall publish this information in accordance with the terms and conditions set out in the General Regulations of the Autorité des marchés financiers.

Failing to inform the company and the Autorité des marchés financiers in accordance with the conditions set out in I, the shares acquired under one of the transactions referred to in I shall be stripped of voting rights for the shareholders' meeting concerned and for any shareholders' meeting held until the said shares are resold or returned. Resolutions passed by the shareholders' meeting in breach of this II may be annulled.

The Commercial Court in whose jurisdiction the company has its registered office may, after hearing the Public Prosecutor, at the request of the company's representative, a shareholder or the Autorité des marchés financiers, order the total or partial suspension, for a period not exceeding five years, of the voting rights of any shareholder who has failed to provide the information provided for in I.

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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