Subsection 1: Capital increases.

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Article L225-140

French Commercial codeIn force

Updated 8 Nov 2023

Where the equity securities are encumbered by a usufruct, the preferential subscription right attached to them belongs to the bare owner. If the latter sells the subscription rights, the sums from the sale or the assets acquired by him using these sums are subject to the usufruct. If the bare owner neglects to exercise his right, the usufructuary may take his place in subscribing for the new shares or selling the rights. In the latter case, the bare owner may demand that the proceeds of the sale be reinvested. The assets thus acquired are subject to usufruct.

The new securities belong to the bare owner in respect of the bare ownership and to the usufructuary in respect of the usufruct. However, in the event of a payment of funds made by the bare owner or usufructuary to complete or perfect a subscription, the new securities belong to the bare owner and usufructuary only up to the value of the subscription rights. The remainder of the new securities shall belong in full ownership to the person who paid the funds.

A decree in the Conseil d'Etat shall set the conditions for the application of this article, the provisions of which shall also be followed in the event of the allocation of free securities.

The provisions of this article shall apply in the absence of an agreement between the parties.

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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