Chapter III: Limited liability companies.

Articles in this section · 42

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Article L223-14

French Commercial codeIn force
Ask for lawyer reviewed or certified translation

Updated 8 Nov 2023

Company shares may only be transferred to third parties outside the company with the consent of a majority of the members representing at least half of the company shares, unless the Articles of Association provide for a greater majority.

Where the company has more than one member, the proposed transfer is notified to the company and to each of the members. If the company has not made its decision known within three months of the last of the notifications provided for in this paragraph, consent to the transfer is deemed to have been given.

If the company has refused to consent to the transfer, the members are obliged, within three months of this refusal, to acquire or have acquired the shares at a price set under the conditions provided for in

article 1843-4

of the Civil Code, unless the transferor waives the transfer of his shares. The costs of the valuation shall be borne by the company. At the request of the managing partner, this period may be extended by court order, without this extension exceeding six months.

The company may also, with the consent of the transferring shareholder, decide, within the same period, to reduce its capital by the amount of the nominal value of that shareholder's shares and to repurchase these shares at the price determined under the conditions set out above. A court decision may grant the Company a period of grace for payment, which may not exceed two years, if justified. The sums due shall bear interest at the legal rate for commercial matters.

If, on expiry of the period allowed, none of the solutions provided for in the third and fourth paragraphs above has been reached, the shareholder may complete the transfer initially planned.

Except in the case of inheritance, the liquidation of community property between spouses, or a gift to a spouse, ascendant or descendant, the transferring partner may not take advantage of the provisions of the third and fifth paragraphs above if he has not held his shares for at least two years.

Any clause contrary to the provisions of this article shall be deemed unwritten.

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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