Subsection 1: Cross-border mergers

Articles in this section · 15

Article R236-28

French Commercial codeIn force

Updated 6 Nov 2023

I.-Any dispute concerning the price stated in the repurchase offer referred to in Article L. 236-40 shall be brought before the court within whose jurisdiction the registered office of the company is located, within the time limit referred to in the third paragraph of II of Article R. 236-26.

All members referred to in Article L. 236-40 who are interested in the sale of their units or shares shall be called upon by the company under the conditions laid down in Article 331 of the French Code of Civil Procedure. All the members referred to in Article L. 236-40 who have an interest in the transfer of their units or shares shall be called upon by the company under the conditions laid down in Article 331 of the Code of Civil Procedure; they shall then proceed in accordance with Article 333 of this Code.

The additional price shall be set in accordance with the conditions laid down in Article 331 of the Code of Civil Procedure. The price supplement is set in accordance with the terms set out in articles 1843-4 of the Civil Code and 17 du décret n° 78-704 du 3 juillet 1978 relatif à l'application de la loi n° 78-9 du 4 janvier 1978 modifiant le titre IX du livre III du code civil.

II-Any claim made in accordance with Article L. 236-41 must be brought before the court in whose jurisdiction the company's registered office is located, within ten days of:

either 1° either the expiry of the period referred to in the third paragraph of II of Article R. 236-26 for members who have not exercised their right to withdraw;

> or 2° Or of the decision referred to in Article L. 236-2 for members who have not exercised their right of withdrawal;

In all cases, all members are invited to attend the meeting. In all cases, all the members shall be called to account by the company under the conditions provided for in Article 331 of the Code of Civil Procedure; they shall then proceed in accordance with Article 333 of that Code.

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
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.

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