Chapter II: Provisions applicable to non-trading private legal entities with an economic activity.

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Article R612-1

French Commercial codeIn force

Updated 5 Nov 2023

The non-trading private legal entities with an economic activity, mentioned in article L. 612-1, are required to draw up annual accounts and to appoint at least one statutory auditor and one alternate auditor when, at the end of the calendar year or at the close of the financial year, they exceed the figures set out below for two of the three following criteria:

1° Fifty for the number of employees; the employees taken into account are those who are linked to the legal entity by an employment contract of indefinite duration; the number of employees is equal to the arithmetical average of the number of employees at the end of each quarter of the calendar year or of the financial year when this does not coincide with the calendar year ;

2° 3,100,000 euros for the amount of turnover or resources excluding tax; the amount of turnover excluding tax is equal to the amount of sales of products and services related to current activity; the amount of resources is equal to the amount of subscriptions, grants and income of any kind related to current activity;

3° 1,550,000 euros for the balance sheet total; this is equal to the sum of the net amounts of assets.

The legal entities mentioned in the first paragraph are no longer required to draw up annual accounts when they do not exceed the figures set for two of the three criteria defined above for two successive financial years. The mandate of the statutory auditor is terminated under the same conditions by the deliberative body called upon to rule on the annual accounts.

The provisions of this article relating to the drawing up of annual accounts or the appointment of a statutory auditor apply without prejudice to the regulatory provisions specific to certain forms of legal entity falling within one of the categories mentioned in article L. 612-1.

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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