Chapter IV: Penalties

Articles in this section · 15

L824-1L824-2L824-3L824-4L824-5L824-6L824-7L824-8L824-10L824-11L824-12L824-13L824-14L824-15L824-16

Article L824-1

French Commercial codeIn force
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Updated 7 Nov 2023

I.-The penalties provided for in Article L. 824-2, statutory auditors for any disciplinary misconduct they commit.

Disciplinary misconduct includes:

1° Any breach of the legal conditions for practising the profession;

2° Any gross negligence and any act contrary to probity or honour.

II.-The penalties provided for in article L. 824-3 because of the following breaches:

1° Partners, employees of the statutory auditor, any other person participating in the certification engagement or persons who are closely linked to the statutory auditor within the meaning of Article 3(26) of Regulation (EU) No 596/2014 of 16 April 2014, because of breaches of the provisions of Article L. 822-11-3 and to the provisions of the code of ethics relating to personal, professional or financial ties;

2° Public interest entities, their managers, directors or members of the management board or supervisory board, as a result of:

a) Breaches of the provisions of articles L. 822-11, L. 822-11-1 and L. 822-11-2 and Article 5 of Regulation (EU) No 537/2014 of 16 April 2014, relating to the services provided by statutory auditors;

b) Failure to comply with the provisions of Article L. 823-1, relating to the appointment of statutory auditors;

c) Failure to comply with the provisions of articles L. 823-3-1 and Article 17 of Regulation (EU) No 537/2014 of 16 April 2014, relating to the term of office;

d) Failure to comply with the provisions relating to fees set out in Article L. 823-18 and Article 4 of Regulation (EU) No 537/2014 of 16 April 2014;

3° Persons or entities subject to the obligation to certify their accounts, their managers, directors or members of the management board or supervisory board, as well as the persons mentioned in 1°, when they oppose in any way whatsoever the performance of the duties entrusted to the agents of the Haut conseil du commissariat aux comptes with regard to audits and investigations by the provisions of this chapter, Section 2 of Chapter I, and Article 23 of Regulation (EU) No 537/2014 of 16 April 2014;

4° Any manager, director, member of the supervisory board or person occupying a management position within a person or entity, as well as that person or entity, as a result of a breach of the provisions of Article L. 822-12;

5° Members of the management bodies of sociétés de commissaires aux comptes and other natural persons within these companies, due to their personal involvement in breaches of the provisions of Sections 3 to 6 of Chapter I of Title VI of Book V of the Monetary and Financial Code.

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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