Chapter IX: The European Company

Articles in this section · 15

Article L229-9

French Commercial codeIn force

Updated 8 Nov 2023

If the European Company no longer has its central administration in France, any interested party may apply to the court to have the situation regularised by transferring the registered office or re-establishing the central administration at the place of the registered office in France, if necessary subject to a penalty payment.

The court shall set a maximum period for this regularisation.

Failing regularisation at the end of this period, the court shall order the liquidation of the company under the conditions provided for in Articles L. 237-1 to L. 237-31.

These decisions are sent by the court registry to the public prosecutor. The judge indicates in his decision that the judgment is forwarded by the court registry.

In the event of a finding that the central administration in France of a European Company registered in another Member State of the European Community has moved, contrary to Article 7 of the aforementioned Council Regulation (EC) No 2157/2001 of 8 October 2001, the public prosecutor of the judicial court within whose jurisdiction the central administration is located must inform the Member State of the registered office without delay.

If it is found that the central administration of a société européenne registered in France has been transferred to another Member State of the European Community in breach of Article 7 of Council Regulation (EC) no. 2157/2001 of 8 October 2001, cited above, the authorities of that Member State must immediately inform the public prosecutor of the judicial court within whose jurisdiction the company is registered.

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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