Subsection 1: Cross-border mergers

Articles in this section · 15

Article R236-29

French Commercial codeIn force

Updated 6 Nov 2023

Each company taking part in the cross-border merger shall provide the registrar responsible for the supervision referred to in Article L. 236-42 with a file containing the following documents and information:

1° The draft terms of cross-border merger, mentioning in particular the information relating to the procedures for determining employee participation;

>The draft terms of cross-border merger, mentioning in particular the information relating to the procedures for determining employee participation 2° The articles of association of the company resulting from the cross-border merger;

> and 3° A copy of the notices relating to the advertisements provided for in this section;

4° The report and any opinion appended thereto, referred to in Article L. 236-36, as well as the report referred to in Article L. 236-10, when available;

5° A copy of any comments submitted under Article L. 236-35;

> A copy of the minutes of the meetings of the Board of Directors of the Company 6° A copy of the minutes of the meetings referred to in Articles L. 236-9 and L. 236-14;

7° A list of subsidiaries specifying the country in which each is registered;

8° The number of employees on the day on which the draft terms of the cross-border merger are made available;

>The number of employees on the day on which the draft terms of the cross-border merger are made available 9° Information relating to the company's compliance with its commitments to public bodies;

10° A document certifying that the merging companies have approved the draft terms of merger in the same terms and that the arrangements for employee participation have been determined in accordance with Title VII of Book III of Part Two of the Labour Code.

Mariela Petrova

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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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