Section 6: Transferable securities giving access to the capital or giving entitlement to the allotment of debt securities.

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Article R228-91

French Commercial codeIn force
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Updated 6 Nov 2023

For the application of 3° of article

L. 228-99

, the adjustment equalises, to the nearest hundredth of a share, the value of the securities that are obtained in the event of the exercise of the rights attached to the securities giving access to the capital after the completion of the transaction and the value of the securities that would have been obtained in the event of the exercise of these rights before the completion of the transaction.

To this end, the new bases for exercising rights attached to securities giving access to the capital are calculated by taking into account:

1° In the event of a transaction involving preferential subscription rights and in accordance with the terms of the issue contract:

a) Either the ratio between, on the one hand, the value of the preferential subscription right and, on the other hand, the value of the share after detachment of this right as they emerge from the average of the opening prices quoted during all the trading sessions included in the subscription period;

b) Or the number of securities issued to which an old share gives entitlement, the issue price of these securities and the value of the shares before detachment of the subscription right. This value is equal to the weighted average of the prices for the last three trading sessions at least preceding the day on which the issue begins;

2° In the event of the allocation of bonus shares, the number of shares to which one old share gives entitlement;

3° In the event of the distribution of reserves, in cash or in kind, or of share premiums, the ratio between the amount per share of the distribution and the value of the share before the distribution. This value is equal to the weighted average of the prices for at least the last three trading sessions preceding the day of the distribution;

4° In the event of a change in the distribution of profits, the ratio between the reduction per share of the entitlement to profits and the value of the share prior to this change. This value is equal to the weighted average of the share prices for at least the last three trading sessions preceding the day of the change;

5° In the event of capital amortisation, the ratio between the amount per share of the amortisation and the value of the share before the amortisation. This value is equal to the weighted average of the share prices for at least the last three trading sessions preceding the day of the amortisation.

When the company's shares are not admitted to trading on a regulated market, the issue contract shall set out the adjustment procedures, and in particular the procedures for determining the value of the share to be taken into account for the application of the above paragraphs.

The Board of Directors or the Management Board shall report on the elements of the calculation and the results of the adjustment in the next annual report.

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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