Section III: Own funds

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R351-18R351-19R351-20R351-21R351-22R351-23R351-24R351-25R351-26R351-27R351-28

Article R351-28

French Insurance CodeIn force
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Updated 7 Nov 2023

I.-The undertakings mentioned in Article L. 351-7 are prohibited from making a distribution relating to one of the items mentioned in i and ii of a of Article 69 of Commission Delegated Regulation (EU) No 2015/35 of 10 October 2014, classified in Level 1 as provided for in Article R. 351-23, in the event of non-hedging of the Solvency Capital Requirement or where such distribution is on such a scale that the Solvency Capital Requirement would no longer be covered after the distribution.

Notwithstanding the provisions of the previous paragraph, in the event of failure to cover the Solvency Capital Requirement or in the event that the distribution is on such a scale that the Solvency Capital Requirement is no longer covered, the undertakings referred to in Article L. 351-7 may make a distribution if the following three conditions are met:

a) The Autorité de contrôle prudentiel et de résolution has agreed, exceptionally, to waive the prohibition on distribution;

b) The distribution does not further deteriorate the solvency of the undertaking; and

c) The undertaking's Minimum Capital Requirement is covered after the distribution.

II.-For the items referred to in i and ii of a of Article 72 of Commission Delegated Regulation (EU) No 2015/35 of 10 October 2014, classified as Level 2 as provided for in Article R. 351-23, the undertakings referred to in Article L. 351-7 shall defer distributions relating to those items in the event that the Solvency Capital Requirement is not covered or in the event that the distributions are on such a scale that the Solvency Capital Requirement is no longer covered.

By way of derogation from the provisions of the preceding paragraph, in the event of failure to cover the Solvency Capital Requirement or in the event that the distribution is on such a scale that the Solvency Capital Requirement is no longer covered, the undertakings referred to in Article L. 351-7 may make a distribution if the following three conditions are met:

a) The Autorité de contrôle prudentiel et de résolution has agreed, exceptionally, to waive the deferral of the distribution;

b) The distribution does not further deteriorate the solvency of the undertaking; and

c) The undertaking's Minimum Capital Requirement is covered after the distribution.

III - For the application of I and II, when the non-hedging of the Minimum Capital Requirement occurs before the non-hedging of the Solvency Capital Requirement, the term "Minimum Capital Requirement" is to be understood as meaning "Solvency Capital Requirement".

IV.-The other cases provided for in Article L. 351-7 for which any stipulation that the non-payment of distributions is considered an event of default is deemed to be unwritten are those provided for in l of 1 of Article 71 and g of 1 of Article 73 of Commission Delegated Regulation (EU) No 2015/35 of 10 October 2014.

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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