Chapter IX: The European Company

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L229-1L229-2L229-3L229-4L229-5L229-6L229-7L229-8L229-9L229-10L229-11L229-12L229-13L229-14L229-15

Article L229-2

French Commercial codeIn force
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Updated 8 Nov 2023

Any European company duly registered in the Trade and Companies Register may transfer its registered office to another Member State of the European Community. It shall draw up a transfer proposal. This draft is filed with the registry of the court in whose jurisdiction the company is registered and is subject to publicity, the terms of which are set by decree in the Conseil d'Etat.

The transfer of the registered office is decided by the Extraordinary General Meeting under the conditions provided for in

Article L. 225-96

and is subject to ratification by the special shareholders' meetings referred to in

articles L. 225-99

et

L. 228-35-6.

In the event of opposition to the transaction, shareholders may obtain the repurchase of their shares under the conditions set by decree in the Conseil d'Etat.

The proposed transfer of the registered office shall be submitted to the special meetings of holders of investment certificates ruling in accordance with the rules of the general meeting of shareholders, unless the company acquires these securities at their simple request and this acquisition has been accepted by their special meeting.The acquisition offer shall be subject to publicity, the terms of which shall be laid down by decree in the Conseil d'Etat. Any holder of investment certificates who has not sold his securities within the period set by decree in the Conseil d'Etat shall remain a holder subject to an exchange of these investment and voting right certificates for shares.

The proposed transfer is submitted to the company's bondholders' meeting, unless the said bondholders are offered redemption of the securities on simple request by them.The offer of redemption is subject to publicity, the terms of which are set by decree in the Conseil d'Etat. Any bondholder who has not requested redemption within the period set by decree in the Conseil d'Etat retains his status in the company under the conditions set out in the transfer proposal.

Creditors who are not bondholders of the company transferring its registered office and whose claim predates the transfer of the registered office may lodge an objection to the transfer within the period set by decree of the Conseil d'Etat. A court decision rejects the objection or orders either the repayment of the claims or the provision of guarantees if the company transferring its registered office offers such guarantees and if they are deemed to be sufficient.If the claims are not repaid or the guarantees ordered are not provided, the transfer of the registered office is not enforceable against these creditors.An objection lodged by a creditor does not have the effect of prohibiting the continuation of the transfer operations. The provisions of this paragraph shall not prevent the application of agreements authorising the creditor to demand immediate repayment of his claim in the event of a transfer of the registered office.

A notary shall issue a certificate conclusively attesting to the completion of the acts and formalities prior to the transfer.

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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