Chapter II: Status of statutory auditors.

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Article L822-11-3

French Commercial codeIn force

Updated 7 Nov 2023

I.-The statutory auditor may not take, receive or retain, directly or indirectly, an interest in the person or entity whose accounts he is responsible for certifying, or in a person who controls it or is controlled by it, within the meaning of I and II of Article L. 233-3.

Without prejudice to the provisions contained in this Book or in Book II, the code of ethics provided for in Article L. 822-16 defines the personal, financial and professional links, concurrent or prior to the statutory auditor's assignment, that are incompatible with the performance of the latter. In particular, it specifies the situations in which the statutory auditor's independence is affected, when he or she belongs to a national or international multi-disciplinary network, the members of which have a common economic interest, by the provision of services to a person or entity controlled by or which controls, within the meaning of I and II of Article L. 233-3, the person or entity whose accounts are certified by the said statutory auditor. The code of ethics also specifies the restrictions to be placed on the holding of financial interests by the persons mentioned in II in the companies whose accounts are certified by him.

II.-The partners and employees of the statutory auditor involved in the certification engagement, any other person involved in the certification engagement and persons closely related to them or closely related to the statutory auditor within the meaning of Article 3(26) of Regulation (EU) No 596/2014 of 16 April 2014, may not hold a substantial and direct interest in the person or entity whose accounts are being certified, or carry out a transaction involving a financial instrument issued, guaranteed or otherwise supported by that person or entity, except in the case of interests held through diversified collective investment schemes, including managed funds such as pension funds or life insurance.

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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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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