Chapter II: The company during the observation period.

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Article L622-21

French Commercial codeIn force

Updated 7 Nov 2023

I.-The opening judgment interrupts or prohibits any legal action on the part of all creditors whose claim is not mentioned in I of Article L. 622-17 and seeking:

1° To order the debtor to pay a sum of money;

2° To rescind a contract for failure to pay a sum of money.

II.-Without prejudice to the rights of creditors whose claim is mentioned in I of Article L. 622-17, the opening judgment halts or prohibits any execution proceedings on both movable and immovable property as well as any distribution proceedings that have not produced an attributive effect prior to the opening judgment.

III.-The time limits imposed on pain of forfeiture or cancellation of rights are consequently interrupted.

IV.-The same judgment also prohibits, ipso jure, any increase in the basis of a contractual security interest or a contractual right of retention, by whatever means, by adding or supplementing assets or rights, in particular by registering securities or fruits and proceeds supplementing the securities appearing in the account referred to in Article L. 211-20 of the Monetary and Financial Code, or by transfer of the debtor's assets or rights.

Any provision to the contrary, relating in particular to a transfer of assets or rights of the debtor not yet born on the date of the opening judgment, is inapplicable from the day on which the opening judgment is pronounced.

However, the increase in the basis of assessment may validly result from an assignment of a claim provided for in Article L. 313-23 of the Monetary and Financial Code when it is made pursuant to a framework agreement entered into prior to the commencement of the proceedings. This increase may also result from a contrary provision of this book or from an express derogation from its application provided for by the Monetary and Financial Code or the Insurance Code.

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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