Subsection 1: Constitution

Articles in this section · 12

Article R22-10-3

French Commercial codeIn force

Updated 6 Nov 2023

The notice provided for in the second paragraph of Article L. 225-2 is published in the Bulletin des annonces légales obligatoires, before the start of subscription operations and prior to any publicity measures.

The notice contains the following information It contains the following information:

1° The corporate name of the company to be formed, followed, where appropriate, by its acronym;

>The form of the company 2° The form of the company;

3° The amount of share capital to be subscribed;

4° The intended address of the registered office;

>
5° The company's objects, briefly stated;

> The company's objects, briefly stated;

The company's objects, briefly stated 6° The intended duration of the company;

7° The date and place of filing of the draft articles of association;

> The number of shares to be subscribed to 8° The number of shares to be subscribed for in cash and the amount immediately due, including any share premium;

> The nominal value of the shares to be subscribed for in cash 10° A brief description of the contributions in kind, their overall valuation and the method of remuneration, with an indication of the provisional nature of this valuation and method of remuneration;

11° The special advantages stipulated in the draft articles of association for the benefit of any person;

> The conditions for admission to the company's share capital;

The conditions for admission to the company's share capital 12° The conditions governing admission to shareholders' meetings and the exercise of voting rights, with an indication, where applicable, of the provisions relating to the granting of double voting rights;

> 13° Clauses relating to the exercise of voting rights, with an indication, where applicable, of the provisions relating to the granting of double voting rights 13° Clauses relating to the approval of transferees of shares;

14° Provisions relating to the distribution of profits, the creation of reserves and the distribution of liquidation surpluses;

>The name and residence of the company's auditor 15° The name and residence of the notary or the corporate name and registered office of the credit institution that will receive the funds from the subscription; where applicable, an indication that the funds will be deposited with the Caisse des dépôts et consignations;

16° The period open for subscription, with an indication of the possibility of early closure in the event of full subscription before the expiry of this period;

> 17° The procedures for convening a meeting of shareholders, with an indication of the possibility of early closure in the event of full subscription before the expiry of this period. 17° The procedure for convening the constituent general meeting and the venue of the meeting. The notice is signed by the founders, who indicate either their surname, usual first name, domicile and nationality, or their name, form, registered office and the amount of their share capital.

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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