Subsection 1: Capital increases.

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Article R225-120

French Commercial codeIn force

Updated 6 Nov 2023

When an issue of new shares or securities giving access to the capital is likely to result in a capital increase, shareholders are informed of this issue and its terms and conditions by a notice containing, in particular, the following information:

1° The company name, followed, where applicable, by its acronym;

2° The form of the company;

3° The amount of share capital;

4° The address of the registered office;

5° The information provided for in 1° and 2° of Article R. 123-237 ;

6° The amount of the capital increase and, where applicable, the additional amount of the capital increase on the basis of Article L. 225-135-1 ;

7° The opening and closing dates for subscription;

8° The existence, for the benefit of shareholders, of a pre-emptive right to subscribe for new shares or securities giving access to the capital, the conditions for exercising this right, as well as the terms of trading when it is detached from negotiable shares ;

9° The nominal value of the shares or securities giving access to the capital to be subscribed for in cash, whether or not this value is stated in the Articles of Association, and, where applicable, the amount of the issue premium;

10° The amount immediately due per share or security giving access to the capital subscribed;

11° The name or corporate name, address of residence or registered office of the custodian ;

12° Where applicable, a summary description, valuation and method of remuneration of the contributions in kind included in the capital increase with an indication of the provisional nature of this valuation and method of remuneration;

13° An indication that if the unsubscribed shares represent more than 3% of the capital increase, the subscription will either be open to the public or limited to the amount of subscriptions received.

In the event of an issue of securities giving access to the capital likely to result in a capital increase, the notice shall also mention the main characteristics of the securities, in particular the terms of allotment of the equity securities to which they give entitlement, as well as the dates on which the allotment rights may be exercised.

The information provided for in this article shall be brought to the attention of shareholders by registered letter with acknowledgement of receipt at least fourteen days before the planned closing date for subscriptions.

If all the company's shares are not in registered form, the notice containing these particulars shall be inserted, within the same period, in a notice published in the Bulletin des annonces légales obligatoires.

However, if this company carries out the issue referred to in the first paragraph by means of a public offer, it shall make these particulars public at least fourteen days before the subscription closes in accordance with the procedures set out in Regulation (EU) No 2017/1129 of 14 June 2017 and shall be exempt from the formalities set out in the preceding paragraphs. This provision does not apply if the company carries out the issue referred to in the first paragraph by means of a public offer referred to in 1° or 2° of Article L. 411-2 of the Monetary and Financial Code or article L. 411-2-1 of the same code.

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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