Section 3: Organisational requirements

Articles in this section · 6

Article L420-3

French Monetary and Financial CodeIn force

Updated 7 Nov 2023

I. - The operator of a trading venue shall put in place effective systems, procedures and mechanisms to ensure that its trading systems are resilient, have sufficient capacity to handle high volumes of orders and messages and allow for an orderly trading process during periods of market stress. These trading systems are tested to confirm that these conditions are met in situations of extreme market volatility. The operator of a trading venue shall put in place mechanisms to ensure business continuity in the event of an unexpected failure of its trading systems.

II. - The operator of a trading venue shall put in place effective systems, procedures and mechanisms for rejecting orders that exceed volume and price thresholds that it has established in advance or manifestly erroneous orders, for temporarily suspending or limiting trading in the event of a significant fluctuation in the price of a financial instrument on the market or a linked market and, in exceptional cases, for cancelling, modifying or correcting transactions. The operator of a trading venue shall ensure that the parameters for the suspension of trading are calibrated to take into account the liquidity of different asset classes and sub-assets, the nature of the market model and the categories of users, and are sufficient to avoid significant disruptions to the smooth functioning of trading.

The operator of a trading venue shall notify the Autorité des marchés financiers of the trading suspension parameters, as well as any material changes to those parameters, in a consistent and comparable manner.

The operator of a trading venue that is significant in terms of liquidity for a given financial instrument that suspends trading in that instrument shall have the necessary systems and procedures in place to notify the Autorité des marchés financiers. A trading venue is considered to be the significant market in terms of liquidity for a given instrument by application of the provisions of Commission Delegated Regulation (EU) 2017/570 of 26 May 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments with regulatory technical standards relating to the determination of a significant market in terms of liquidity in connection with notifications of temporary trading suspensions. The AMF shall determine, in coordination with the other competent authorities, whether it is appropriate to extend the suspension to other trading venues until trading resumes on the trading venue that is significant in terms of liquidity for the financial instrument concerned.

III. - The operator of a trading venue shall put in place effective systems, procedures and mechanisms, including requiring persons using algorithmic trading systems to conduct appropriate testing of algorithms and have testing environments, to ensure that algorithmic trading systems do not create or contribute to disorderly trading conditions and to manage disorderly trading conditions arising from algorithmic trading systems.

These systems also make it possible to limit the proportion of unexecuted orders in relation to the transactions carried out on the platform by a member of the trading platform, to slow down the flow of orders if the platform is in danger of reaching its maximum capacity, to establish a minimum quote interval on the market and to ensure that it is respected.

The operator of a trading platform shall be able to identify, by means of a marker placed by its members, orders generated by high-frequency algorithmic trading systems, the various algorithms used to create orders and the persons initiating those orders.

IV. - The operator of a trading platform providing direct electronic access :

1° Shall put in place effective systems, procedures and mechanisms to ensure that:

a) Its members are authorised to provide such access only if they are investment firms or credit institutions ;

b) appropriate criteria are applied to determine the suitability of persons to whom such access may be provided; and

c) Its members remain responsible for orders submitted and transactions executed using this access with regard to the requirements laid down in Article L. 533-10-8;

2° Establishes appropriate standards for risk controls and trading thresholds applicable to trading through such access;

3° Is able to distinguish orders submitted or transactions executed by a person using direct electronic access from other orders submitted or transactions executed by the member providing the access and, if necessary, to block them;

4° Has mechanisms for suspending or terminating direct electronic access provided by a member to a user in the event of non-compliance with the provisions of 1° to 3° of this IV.

V. - The manager of a trading platform that makes disclosures on behalf of an investment services provider other than an asset management company shall have effective security mechanisms in place to ensure the security and authentication of the means of transferring information, minimise the risk of data corruption and unauthorised access, and prevent information leaks by preserving data confidentiality at all times. To make these declarations, the operator of a trading platform must have sufficient resources and backup mechanisms at its disposal at all times.

Mariela Petrova

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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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