Chapter II: Invalidity of certain acts.

Articles in this section · 4

Article L632-1

French Commercial codeIn force

Updated 7 Nov 2023

I. - The following acts are void, where they have occurred since the date of cessation of payments:

1° All gratuitous deeds transferring movable or immovable property;

2° Any commutative contract in which the debtor's obligations significantly exceed those of the other party;

3° Any payment, by whatever method, for debts not due on the day of payment;

4° Any payment for debts due, made other than in cash, commercial paper, transfers, transfer slips referred to in article L. 313-23 of the Monetary and Financial Code or any other method of payment commonly accepted in business relationships;

5° Any deposit or consignment of sums made pursuant to Article 2350 of the Civil Code (1), in the absence of a court decision that has acquired the force of res judicata ;

6° Any contractual security interest or contractual right of retention constituted on the debtor's assets or rights for debts previously contracted, unless they replace a previous security interest of at least an equivalent nature and basis and with the exception of the assignment of receivables provided for in article L. 313-23 of the Monetary and Financial Code, made pursuant to a framework agreement entered into prior to the date of cessation of payments;

7° Any legal mortgage attached to sentencing judgments constituted on the debtor's assets for debts previously contracted;

8° Any protective measure, unless the registration or act of seizure predates the date of cessation of payments;

9° Any authorisation and exercise of options defined in articles L. 225-177 et seq. and L. 22-10-56 et seq. of this code;

10° Any transfer of assets or rights to a trust estate, unless this transfer is made as security for a debt contracted at the same time;

11° Any amendment to a trust agreement assigning rights or assets already transferred to a trust estate to the security of debts contracted prior to this amendment;

12° Any assignment or modification in the assignment of an asset, subject to the payment of the income that the entrepreneur has determined, which has resulted in a depletion of the assets covered by the proceedings to the benefit of another asset of that entrepreneur;

13° The declaration of unseizability made by the debtor pursuant to Article L. 526-1.

II. - The court may, in addition, cancel the gratuitous acts referred to in 1° of I and the declaration referred to in 13° made in the six months preceding the date of cessation of payments.

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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