Chapter III: Limited liability companies.

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Article L223-31

French Commercial codeIn force

Updated 8 Nov 2023

The first three paragraphs of Article L. 223-26 and Articles L. 223-27 to L. 223-30 do not apply to companies with only one member.

In this case, the management report, the inventory and the annual accounts are drawn up by the manager.the single member approves the accounts, where applicable after the auditors' report, within six months of the end of the financial year. Where the sole member is the company's sole manager, the filing of the inventory and the annual accounts, duly signed, with the Trade and Companies Register within the same time period shall be deemed to constitute approval of the accounts without the sole member having to enter the receipt issued by the Commercial Court Registry in the register provided for in the following paragraph.

The sole member may not delegate his powers. Its decisions, taken in place of the general meeting, are recorded in a register.

Decisions taken in violation of the provisions of this article may be annulled at the request of any interested party.

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

English · French · Russian

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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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