Chapter V: Invalidity

Articles in this section · 15

Article L235-6

French Commercial codeIn force

Updated 7 Nov 2023

In the event of the nullity of a company or of acts and deliberations subsequent to its incorporation, based on a defect in consent or the incapacity of a member, and where regularisation can be effected, any person having an interest therein may give formal notice to the person likely to effect the nullity, either to regularise the situation or to bring an action for nullity within a period of six months on pain of foreclosure. This formal notice shall be served on the company.

The company or a partner may submit to the court to which the matter is referred within the period provided for in the preceding paragraph, any measure likely to remove the interest of the plaintiff, in particular by the repurchase of his corporate rights. In this case, the court may either declare the proposed measures null and void or make them compulsory, if they have been previously adopted by the company in accordance with the conditions laid down for amendments to the Articles of Association. The vote of the shareholder whose rights are requested to be bought back has no influence on the company's decision.

In the event of a dispute, the value of the corporate rights to be repaid to the member is determined in accordance with the provisions of Article

1843-4

of the Civil Code. Any clause to the contrary is 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

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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