Paragraph 2: Operation of the company.

Articles in this section · 8

R743-43R743-43-1R743-44R743-45R743-46R743-47R743-48R743-49

Article R743-44

French Commercial codeIn force
Ask for lawyer reviewed or certified translation

Updated 5 Nov 2023

Any agreement by which one of the partners transfers all or part of its capital securities or company shares to a third party, with a view to the latter exercising the profession of commercial court clerk, is entered into subject to the condition precedent of the acceptance of the transferee by the partners, and, if applicable, the approval of the withdrawal of the transferor.

When selecting a winner of the competition provided for in Article R. 742-6-1, the transferor appoints the highest-ranked candidate from among the candidates from the same graduating class, provided that this candidate undertakes to pay the price requested and obtains the company's consent. If the company refuses to consent to the transfer in favour of the designated candidate, the transferor may designate, subject to the same reservations, the next-ranked candidate from the same promotion, or the highest-ranked candidate from another promotion, or a candidate previously appointed as a court clerk.

Where the consent of the company is acquired under the conditions provided for in articles R. 743-99 and R. 743-125,the transferee sends the Minister of Justice a request for his appointment as an associate commercial court clerk practising within the company.

This request is sent by teleprocedure on the website of the Ministry of Justice.

It shall be accompanied by a copy of the deed of transfer of the equity securities or shares, if this has been drawn up in authentic form, or one of the originals of this deed if it has not, as well as all supporting documents, in particular those establishing the express or tacit consent given by the company to the transfer, and those required of any candidate for the duties of clerk of the commercial court. Where the future partner is required to take out a loan, the request must be accompanied by information enabling the future partner's financial resources to be assessed in the light of the commitments entered into.

The transfer price and the terms of payment are set by the parties.

The Conseil national des greffiers des tribunaux de commerce provides the Garde des sceaux, Minister of Justice, within twenty days of its request, with any information available to it enabling the latter to assess the professional abilities and good repute of the transferee

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
Previous articleArticle R743-43-1Next articleArticle R743-45
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.

Talk To A Corporate Lawyer+33 1 84 88 31 00
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