Section 2: Provisions specific to partnerships limited by shares

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L22-10-74L22-10-75L22-10-76L22-10-77L22-10-78

Article L22-10-77

French Commercial codeIn force
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Updated 7 Nov 2023

I.-In companies whose shares are admitted to trading on a regulated market, the Ordinary General Meeting responsible for approving the financial statements for the financial year and the general partners, giving their agreement, unless otherwise stipulated, unanimously, shall decide on a draft resolution relating to the information mentioned in I of Article L. 22-10-9.

Where the draft resolution referred to in the previous paragraph is not approved, the Supervisory Board submits a revised remuneration policy, indicating how the vote of the shareholders and general partners and, where applicable, the opinions expressed at the General Meeting have been taken into account, for approval at the next Ordinary General Meeting and for the unanimous agreement of the general partners, unless otherwise stipulated. Payment of the sum allocated for the current financial year to Supervisory Board members is suspended until the revised remuneration policy has been approved. When it is reinstated, it includes the arrears since the last General Meeting.

When the draft resolution presenting the revised remuneration policy pursuant to the previous paragraph is not approved, the suspended sum may not be paid, and the same effects as those associated with disapproval of the draft resolution referred to in the first paragraph apply.

II.-In companies whose shares are admitted to trading on a regulated market, the general meeting and the general partners, acting unanimously unless otherwise stipulated, decide on the fixed, variable and exceptional items making up the total remuneration and benefits of any kind paid in respect of the previous financial year by means of separate resolutions for the chairman of the supervisory board, the managing director(s).

Variable or exceptional items of remuneration awarded in respect of the previous financial year to the Executive Chairman or to the Chairman of the Supervisory Board may only be paid or awarded after approval by a General Meeting and the agreement of the general partners given, in the absence of a clause to the contrary, unanimously, to the items of remuneration of the person concerned, under the conditions provided for in the previous paragraph.

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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