Section II: Sociétés anonymes d'assurance, de capitalisation et de réassurance.

Articles in this section · 8

L322-4L322-4-1L322-4-2L322-4-3L322-4-4L322-4-5L322-4-6L322-4-7

Article L322-4

French Insurance CodeIn force
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Updated 8 Nov 2023

The Autorité de contrôle prudentiel et de résolution must be notified of changes in the ownership of the undertakings referred to in 1° of Article L. 310-2 and in 1° of III of Article L. 310-1-1 . The acquisition or extension of direct or indirect shareholdings in these undertakings must be authorised by the Autorité de contrôle prudentiel et de résolution. When the Autorité de contrôle prudentiel et de résolution is notified of a direct or indirect reduction or disposal of a holding, it shall verify that this operation does not call into question the conditions to which the authorisation granted to the undertaking concerned is subject. A decree of the Conseil d'Etat shall determine the conditions of application of this paragraph, in particular the thresholds for notification of the proposed transactions and the criteria for assessment by the Autorité de contrôle prudentiel et de résolution of the transactions referred to in the second sentence. These rules are designed to protect the interests of policyholders or reinsured undertakings and to ensure that the undertaking has sound and prudent management. These provisions also apply to the acquisition, extension or sale of holdings in insurance group companies whose registered office is located in France.

Authorisation of the transactions referred to in the first paragraph may be made subject to compliance with undertakings given by one or more of the persons applying for authorisation.

In the event of failure to comply with the requirements laid down by the Conseil d'Etat decree referred to in the first paragraph of this article and without prejudice to the provisions of Article L. 233-14 of the Commercial Code, at the request of the Autorité de contrôle prudentiel et de résolution, the public prosecutor or any shareholder, the court shall suspend the exercise of the voting rights attached to the shares of the undertakings referred to in the first paragraph of this article that are irregularly held, directly or indirectly, until the situation has been rectified.

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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