Subsection 1: Cross-border mergers

Articles in this section · 15

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Article L236-42

French Commercial codeIn force
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Updated 7 Nov 2023

I.-On pain of nullity of the cross-border merger, the registrar of the court within whose jurisdiction the company taking part in the cross-border merger is registered shall, within a period to be determined by decree of the Conseil d'Etat, verify the legality of the transaction and the conformity of the deeds and formalities prior to the cross-border merger.


II - To this end, the Registrar, under his responsibility, is responsible for:



1° examining all the documents and information sent by the company taking part in the transaction;


> and 2° Verifying that the transaction is not being carried out for abusive or fraudulent purposes leading to or intended to circumvent European Union law or French law, or for criminal purposes. To this end, the Registrar shall take into account all the facts and circumstances of which he has knowledge in the course of the control operations, may request from the competent authorities any information he deems necessary, including from the authority responsible for controlling the legality of the transaction in the Member State of destination, and may call upon an independent expert whom he shall appoint and whose remuneration shall be paid by the company;





3° Verifying that the transaction is not being carried out for the purpose of depriving employees of their profit-sharing rights. The clerk in charge of the audit is not bound by professional secrecy with regard to the information required to perform his duties.


III. III - At the end of his audit, where he finds that the cross-border merger complies with the conditions and procedures verified pursuant to II, the Registrar shall issue a certificate of compliance.


Where the registrar finds that these conditions and procedures have not been complied with, he shall inform the company of the reasons for the refusal to issue the certificate of conformity.


However, where possible, the Registrar authorises the company to regularise the situation within a period set by decree in the Conseil d'Etat. If the company fails to rectify the situation within this period, the previous paragraph shall apply.


IV.-The certificate of conformity is issued by the Registrar of the company. IV.-The certificate of conformity shall be shared by means of the register interconnection system with the authorities designated by the Member States to carry out the verification of legality referred to in Article 128 of Directive (EU) of the European Parliament and of the Council 2017/1132 of 14 June 2017 on certain aspects of company law.


The certificate of compliance shall be available by means of the registry interconnection system and its access shall be free of charge for the authorities mentioned in the first paragraph and for the registries of the Member States of the European Union participating therein.

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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