Subsection 1: Issue, redemption and conversion of preference shares.

Articles in this section · 9

R228-15R228-16R228-17R228-18R228-19R228-20R228-21R228-22R228-22-1

Article R228-22-1

French Commercial codeIn force
Ask for lawyer reviewed or certified translation

Updated 6 Nov 2023

For the application of III of article L. 228-12, the Board of Directors or the Management Board, or by delegation one of the persons mentioned in article L. 225-129-4, shall draw up a buyback notice which shall be made available to shareholders, at least fifteen days before the transaction is carried out, at the address of the registered office and at the registry of the commercial court within whose jurisdiction the registered office is located.


This notice shall indicate the essential terms of the buyback defined in accordance with the provisions of the Articles of Association, and in particular:


1° The class or classes of preference shares concerned;


2° The maximum number of preference shares that may be bought back;


3° The price or the terms for determining it;


4° The maximum amount of distributable sums within the meaning of Article L. 232-11 likely to be allocated to this buyback, or, where applicable, the maximum amount of the proceeds of a new issue of equity securities made with a view to this buyback;


5° The maximum value of the reserve referred to in 2° of III of Article L. 228-12 and set up with a view to this redemption;


6° Where applicable, the maximum amount of the premium referred to in 3° of III of Article L. 228-12, as well as the amount of the distributable sums or the reserve from which this premium is deducted.

Mariela Petrova

Need help applying this article to your situation?

A registered French Lawyer explains what applies to your business — in English, fixed fee.

within 48h

Fixed Fee

Talk to a lawyer
Previous articleArticle R228-22Next articleArticle R228-23
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

English · French · Russian

Ready When You Are

Talk To A Corporate
Lawyer In France.

A 20–30 minute call, in English, to scope the engagement. No obligation, no preliminary fee. You will leave the call with a clear view of what the work will cover and what it will cost.

Talk To A Corporate Lawyer+33 1 84 88 31 00
First EngagementFixed Fee

Talk to a French lawyer.

Reply within 24 hours.

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

Continue Reading

Related corporate services in France

01 / Setup

Setting up a French company

Choose between SAS, SARL, SA or SCI — and structure your first French entity around how you actually plan to operate.

Read More
02 / Operating

French commercial contracts

Distribution, agency, supply, services and IP licences — drafted around the protections French law actually gives.

Read More
03 / Disputes

Business disputes & litigation

Shareholder conflicts, commercial breaches and pre-litigation strategy — handled by the same team that knows the file.

Read More