Section 5: Obligations.

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Article R228-71

French Commercial codeIn force

Updated 6 Nov 2023

The right to attend bondholders' meetings is evidenced by the registration of the bonds, on the day of the general meeting, either in the registered securities accounts held by the company, or in the bearer securities accounts held by an intermediary mentioned in article L. 211-3 of the Monetary and Financial Code, or, where applicable, in a shared electronic registration system pursuant to Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot scheme for market infrastructures based on distributed ledger technology and amending Regulations (EU) No 600/2014 and (EU) No 909/2014 and Directive 2014/65/EU. However, it may be provided, by a special provision in the contract of issue, that proof of the right to participate in bondholders' meetings will be provided by the registration of the bonds in the same accounts on the second business day preceding the meeting at zero hours, Paris time.

A bondholder who has already cast a postal vote or sent a proxy may sell all or part of his bonds at any time. In the event of a transfer of ownership occurring before the day of the meeting or the date set by the issue contract in application of the last sentence of the first paragraph, and unless the issue contract contains specific provisions, the company shall invalidate or amend accordingly, before the opening of the meeting, the vote cast remotely or the proxy of that bondholder. Where applicable, the account-holding intermediary shall notify the company or its agent of the transfer of ownership and provide it with the information necessary for this purpose.

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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