Paragraph 2: Articles of association, share capital, shares.

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Article R4113-35

French Public Health CodeIn force

Updated 3 Nov 2023

In addition to the provisions that must be included in the Articles of Association under

article 11 of law no. 66-879 of 29 November 1966

relating to professional non-trading companies, and those that may be included under articles 8, 14, 15, 19 and 20 of the same law, relating respectively to the distribution of shares, the managers, the company name, the distribution of profits, company debts and transfers of shares, as well as the provisions of this section, the Articles of Association shall state:

1° the full names, residences and registration numbers of the members ;

2° In the case of doctors, the qualifications and specialities practised by each of them;

3° The term for which the company is formed;

4° The address of the registered office;

5° The nature and separate valuation of each of the contributions made by the members;

6° The amount of the share capital, the number, nominal value and distribution of the shares representing this capital;

7° A statement that the contributions used to form the share capital have been paid up in full or in part, as the case may be;

8° The number of shares allocated to each contributor in kind.

The Articles of Association may not contain any provision that seeks to obtain a minimum return from a member or that is likely to interfere with the patient's freedom of choice.

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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