Chapter III: Limited liability companies.

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Article R223-20

French Commercial codeIn force

Updated 6 Nov 2023

Partners are convened by registered letter at least fifteen days before the meeting. The letter shall indicate the agenda. However, when the meeting is convened, due to the death of the sole manager, by the statutory auditor or a member, in accordance with the provisions of the eighth paragraph of Article L. 223-27, the time limit is reduced to eight days.

A company that intends to use electronic communication instead of postal dispatch to comply with the formalities provided for in articles R. 223-18 to R. 223-20, R. 223-20-2 and R. 223-20-3 submit the proposal to the members either by post or by electronic means. Each shareholder may give his written consent by registered letter or by electronic means, no later than twenty days before the date of the next general meeting. In the event of agreement, the notice of meeting and the documents and information referred to in the said articles shall be sent to the address indicated by the member.

In the absence of the member's agreement, the company uses postal delivery to satisfy the formalities provided for in articles R. 223-18 to R. 223-20, R. 223-20-2 and R. 223-20-3. Members who have consented to the use of electronic means may, by this means or by registered letter, request the return to a postal dispatch at least twenty days before the date of the next meeting.

Subject to miscellaneous items, which must be of minimal importance, the items on the agenda shall be worded in such a way that their content and scope are clear, without the need to refer to other documents.

The agent responsible for convening the meeting in the case provided for in the seventh paragraph of Article L. 223-27 shall be appointed by order of the President of the Commercial Court ruling in summary proceedings.

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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