#French Company Law Lawyer in Paris

French Company Law Lawyer in Paris

Company law shapes the legal life of legal entities: incorporation, governance, financing, share transfers, restructurings, disputes between shareholders and insolvency proceedings. Every choice engages the directors’ liability and the relationship with shareholders, employees, partners and the authorities. Our firm assists entrepreneurs, directors, family companies, SMEs, mid-sized companies, holding companies and investment funds in Paris and throughout France.

This page sets out our approach to company law: choice of legal form, drafting of articles of association and shareholders’ agreements, day-to-day governance, capital transactions, disputes involving directors and shareholders, insolvency proceedings. Each situation is examined in light of the applicable law and the client’s objectives.

Incorporation and choice of legal form in France

The choice of legal form determines governance, shareholders’ liability, the tax regime, the director’s social security regime and the admission of investors. The most widely used forms are the SAS (simplified joint-stock company), the SA (public limited company), the SARL (limited liability company) and the société civile (civil-law company). The French Commercial Code (in French) (Code de commerce) governs the SAS in Articles L. 227-1 et seq. and the SA in Articles L. 225-1 et seq. The French Civil Code governs civil-law companies in Articles 1845 et seq.

The SAS offers the greatest freedom in drafting the articles of association: freedom of governance (sole chairman, board, management board), freedom to organise share transfers (approval and pre-emption clauses), freedom over the rights attached to shares (preference shares). It suits entrepreneurial projects, venture capital transactions and holding companies. The SA remains the standard form for companies intending to go public, with more tightly regulated governance. The SARL is suited to simple or family projects, with more rigid rules for its articles of association.

Our firm drafts the articles of association, the instruments appointing the directors and the contribution auditor’s report in the event of a contribution in kind, and completes the incorporation formalities through the single online portal for business formalities (guichet unique). We advise on sensitive clauses: corporate purpose, duration, enhanced majorities, information rights, limits on the director’s powers, removal.

SAS, SARL, SA or SCI: comparing French company forms

The table below compares the four most common forms against the criteria that guide the choice. Each row refers to the article on which it is based.

Criterion	SAS	SARL	SA	SCI
Shareholders	One or more persons (Art. L. 227-1 C. com.)	One to one hundred persons (Art. L. 223-1 and L. 223-3 C. com.)	At least two (Art. L. 225-1 C. com.)	At least two (Art. 1832 C. civ.)
Minimum share capital	No statutory minimum: Art. L. 227-1 excludes Art. L. 224-2	Set by the articles of association (Art. L. 223-2 C. com.)	At least €37,000 (Art. L. 224-2 C. com.)	Set by the articles of association (Art. 1835 C. civ.)
Director	Chairman (président) appointed as provided in the articles (Art. L. 227-6 C. com.)	One or more managers (gérants), who must be natural persons (Art. L. 223-18 C. com.)	Chairman of the board of directors or chief executive officer (directeur général) (Art. L. 225-51-1 C. com.)	One or more managers, shareholders or not (Art. 1846 C. civ.)
Director’s social security regime	General scheme (Art. L. 311-3, 23° CSS)	General scheme if the managers do not together hold more than half of the capital (Art. L. 311-3, 11° CSS)	General scheme for the chairman, the chief executive officer and the deputy chief executive officers (Art. L. 311-3, 12° CSS)	To be analysed according to the manager’s situation
Transfer of shares	Approval clause and lock-up of up to ten years possible (Art. L. 227-14 and L. 227-13 C. com.)	Transfer to a third party subject to approval by a majority of shareholders representing at least half of the shares (Art. L. 223-14 C. com.)	Approval clause possible outside a regulated market (Art. L. 228-23 C. com.)	Approval of all partners, unless otherwise provided (Art. 1861 C. civ.)

For the incorporation itself, see our company formation page. Civil-law companies holding mainly real estate follow their own transfer rules, set out on our transfer of SCI shares page.

Articles of association (bylaws), shareholders’ agreements and governance

The articles of association are the corporate document enforceable against everyone, published in the Trade and Companies Register (RCS). They set out the company’s identity, its purpose, its capital, its legal form, and the rules of governance and distribution of power. In an SAS, freedom in drafting the articles is broad; in an SA and an SARL, the articles must comply with mandatory rules.

The shareholders’ agreement is a private, confidential contract, enforceable only against its signatories. It supplements the articles of association on governance, share movements (pre-emption, approval, lock-up, tag along and drag along clauses), information rights, strategic decisions subject to enhanced majorities and dispute resolution mechanisms. If the articles and the agreement diverge, the articles prevail, but the parties may be ordered to pay compensation or to perform their obligations under the agreement.

Day-to-day governance involves precise rules: convening general meetings, quorum and majority, drafting minutes, approval of the annual accounts within six months of the financial year-end, allocation of profits, filing with the court registry (greffe), publication in the BODACC (official bulletin of civil and commercial notices) for certain decisions. The related-party agreement rules (conventions réglementées) in Articles L. 225-38 and L. 227-10 of the Commercial Code govern transactions between the company and its directors or significant shareholders. In an SA, an agreement concluded without prior authorisation may be annulled if it has had harmful consequences for the company (Article L. 225-42); in an SAS, an agreement that has not been approved still takes effect, but the interested person bears its harmful consequences (Article L. 227-10).

Annual obligations of a French company: accounts, filing and beneficial owners

Each year, the company follows a timetable set by law. In an SARL, the shareholders approve the accounts within six months of the financial year-end (Article L. 223-26 of the Commercial Code). In an SA, the ordinary general meeting is held within the same period (Article L. 225-100). In an SAS, the articles of association organise the collective decision; a sole shareholder approves the accounts within six months of the year-end (Article L. 227-9).

The approved accounts are then filed with the court registry within one month of approval, extended to two months for electronic filing (Articles L. 232-22 and L. 232-23). The company also declares its beneficial owners to the Trade and Companies Register (Article L. 561-46 of the French Monetary and Financial Code).

We prepare these deadlines with you: approval of the accounts, filing of the annual accounts (in French) and relations with the statutory auditor (in French) where the company has appointed one.

Corporate secretarial services: general meetings, registers and amendments to the articles

Corporate secretarial work covers these recurring tasks: notices of meeting, reports, minutes of general meetings, keeping of registers, filings with the court registry and updating of the articles of association. A formal error can weaken a decision or delay a later transaction, such as a fundraising round or a share sale. We provide this support every year or step in on a one-off basis, as you need.

Capital transactions

A capital increase may be carried out in cash (subscription in cash), in kind (contribution of assets) or by capitalisation of reserves. It is decided by the extraordinary general meeting (Article L. 225-129 of the Commercial Code); the shareholders’ preferential subscription right may be maintained or waived (Article L. 225-135). Contributions in kind require a report from the contribution auditor. Setting the issue price is a matter of negotiation, framed by tax rules and by the shareholders’ agreement.

A capital reduction (Article L. 225-204 of the Commercial Code) is carried out by reducing the nominal value or by buying back shares and cancelling them. It requires a decision of the extraordinary general meeting, a report from the statutory auditor where applicable and, where it is not driven by losses, a period during which creditors may object. A capital restructuring often aims to absorb losses (an “accordion” operation, coup d’accordéon) or to allow the shares of a departing shareholder to be bought back.

For fundraising, transactions use several instruments: ordinary shares, preference shares (Articles L. 228-11 et seq.), BSA (share warrants), BSPCE (founders’ share warrants), convertible bonds. See our corporate lawyer in Paris page for details and our employee and management incentives lawyer page for employee share ownership plans.

Converting your company: from SARL to SAS or SA

Converting an SARL into an SAS is common when investors come in, as the SAS offers more flexibility in its articles of association. This conversion requires the unanimous consent of the shareholders (Article L. 227-3 of the Commercial Code): a single shareholder who objects can block it.

Converting an SARL into an SA follows a different rule: the majority required to amend the articles of association, after a report by a statutory auditor on the company’s position (Article L. 223-43). An SARL that exceeds one hundred shareholders has one year to fall back below this threshold or convert, failing which it is dissolved (Article L. 223-3).

We draft the new articles of association, the reports and the minutes, then handle the formalities. See also our page on amendments to the articles and conversion of an SARL into an SAS.

Share transfers, mergers and restructurings

Transfers of a business take several forms: transfer of shares, sale of a business (fonds de commerce), merger, demerger, partial asset contribution, universal transfer of assets and liabilities (TUP). Each structure has its own legal and tax effects. Mergers are governed by Articles L. 236-1 et seq. of the Commercial Code, the TUP derives from Article 1844-5 of the Civil Code, and a merger itself entails the universal transfer of the absorbed company’s assets and liabilities (Article L. 236-3 of the Commercial Code).

The tax regime for mergers and demergers is set out in Articles 210 A et seq. of the French Tax Code (CGI) (in French): tax neutrality subject to undertakings by the successor company (taking over depreciation, maintaining previous regimes). Partial asset contributions covering a complete line of business benefit from the same neutrality, subject to conditions (Article 210 B CGI).

For M&A transactions as such, see our M&A lawyer page. For sales focused on a business (fonds de commerce), see sale and purchase of a business lawyer. For the taxation of directors selling their company, see director tax optimisation lawyer.

Transfers of shares in civil-law companies follow their own regime. Since 27 June 2026, Article 1865-1 of the Civil Code has required a specific form for transfers of shares in legal entities that hold mainly real estate: see our lawyer for the transfer of SCI shares page.

Shareholder disputes and directors’ liability

Disputes between shareholders cover several classic situations: abuse of majority (a resolution contrary to the company’s interest and adopted to favour the majority to the detriment of the minority), abuse of minority (a blocking stance preventing a decision essential to the company’s functioning), abuse of equality (deadlock between shareholders with equal stakes). The case law of the commercial chamber of the French Supreme Court (Cour de cassation) regularly clarifies the criteria and sanctions (annulment of the decision, appointment of an ad hoc agent (mandataire ad hoc), damages).

Directors’ liability may arise on several grounds. The civil liability action is brought by the company itself (company action ut universi) or, in the alternative, by a shareholder on behalf of the company (company action ut singuli, Articles L. 225-252 and L. 227-8 of the Commercial Code). An individual action compensates a personal loss distinct from that suffered by the company. In criminal matters, offences specific to company law include misuse of corporate assets (abus de biens sociaux) (Article L. 242-6 of the Commercial Code for the SA), presenting misleading accounts (same article) and failure to submit the annual accounts for shareholder approval (Articles L. 241-5 and L. 242-10).

We act as claimant and defendant before the competent commercial courts (tribunaux de commerce), the courts of appeal and, where necessary, the criminal courts. We also use arbitration where the shareholders’ agreement provides for it or where the parties choose it.

Minority shareholders: approval, exit price and abuse of majority

The entry of a new shareholder is often subject to approval. In an SARL, the transfer of shares to a third party requires the consent of a majority of shareholders representing at least half of the shares (Article L. 223-14 of the Commercial Code). In an SAS, the articles of association may provide for prior approval and a lock-up of the shares for up to ten years (Articles L. 227-14 and L. 227-13). In a civil-law company, the transfer requires the approval of all partners, unless otherwise provided (Article 1861 of the Civil Code).

Where the law or the articles of association provide for the transfer or buy-back of a shareholder’s rights, their value is set, in the event of a dispute, by an expert appointed for that purpose (Article 1843-4 of the Civil Code).

The majority cannot impose everything. The French Supreme Court sanctions a decision taken contrary to the company’s interest, with the sole aim of favouring the majority to the detriment of the minority (Cass. com., 24 January 1995, No. 93-13.273). Abuse of minority also exists: the court does not substitute itself for the corporate bodies, but it may appoint an agent to vote (Cass. com., 9 March 1993, No. 91-14.685).

Depending on your position, see our shareholder disputes, shareholder exit and approval clause pages.

Insolvency proceedings and companies in difficulty

When a company runs into difficulty, several procedures are available depending on how serious the situation is: mandat ad hoc and conciliation (confidential out-of-court procedures), safeguard (sauvegarde, before insolvency), receivership (redressement judiciaire, after insolvency, where recovery is possible), judicial liquidation (liquidation judiciaire, where recovery is clearly impossible). Book VI of the Commercial Code governs these regimes.

A director who finds that the company is insolvent (cessation des paiements) has forty-five days to file a declaration (Article L. 631-4), unless an application is made to open conciliation proceedings. Failure to do so exposes the director to personal sanctions (liability for insufficient assets, management ban, personal bankruptcy). Our insolvency proceedings lawyer in Paris page details each procedure and the lawyer’s role at each stage.

Voluntary dissolution and liquidation

Voluntary dissolution is decided by the extraordinary general meeting. It opens the liquidation phase, during which a liquidator realises the assets, settles the debts and distributes the balance among the shareholders. The universal transfer of assets and liabilities (TUP, Article 1844-5 of the Civil Code) allows a parent company holding 100% of the capital of a subsidiary to take over all of the subsidiary’s assets and liabilities without liquidation, after a thirty-day period during which creditors may object.

Each dissolution involves precise formalities: declaration to the RCS, publication in a legal notices journal, preparation of the liquidation accounts, closure, deregistration. The tax consequences (liquidation surplus or deficit, treatment of tax losses carried forward) must be anticipated.

Groups of companies and international aspects

Organising as a group of companies calls for specific rules: intra-group agreements, transfer pricing, tax consolidation (Articles 223 A et seq. CGI), parent-subsidiary regime (Articles 145 and 216 CGI). The group interest, recognised since the Rozenblum case law (Cass. crim., 4 February 1985, appeal No. 84-91.581), allows certain financial transfers provided that they meet a common economic, social or financial interest, do not exceed the means of the company granting them, and are balanced by consideration.

For intra-EU cross-border transactions, Directive (EU) 2019/2121, transposed into French law, simplifies cross-border mergers, conversions and divisions. Multinational groups are subject to the anti-abuse rules of the ATAD directive and, more recently, to the 15% global minimum tax (OECD Pillar Two, Directive (EU) 2022/2523) where their consolidated turnover exceeds €750 million.

When should you consult a company law lawyer in France?

It is better to seek advice before signing than after a disagreement. Our involvement has the most impact at the following moments:

• before signing the articles of association or a shareholders’ agreement;
• before a shareholder joins or leaves, and before any transfer of shares;
• before a capital increase (in French) or a fundraising round;
• in the run-up to the annual general meeting, for the approval of the accounts and the related decisions;
• as soon as a disagreement arises between shareholders or with a director;
• at the first signs of cash-flow difficulties: see our companies in difficulty (in French) page.

The Corporate/Tax team is headed by Maître Harry Allouche, a lawyer admitted to the Paris and Quebec Bars.

How our firm assists you

Our company law team works hand in hand with our other teams: tax, corporate, mergers and acquisitions, insolvency proceedings. This organisation allows each matter to be handled as a whole: company formation, fundraising, acquisition, restructuring, shareholder disputes, handling of difficulties, sale or succession.

Our work is based on the law in force, recent case law of the French Supreme Court (Cour de cassation) and the Conseil d’État, and the tax authorities’ published guidance in the BOFiP. We favour written fee agreements, clear deliverables and hands-on support for directors and their teams.

To present your project or your difficulty, please contact us using the firm’s contact form. An initial discussion helps frame the issues at stake and the next steps.

How much does a company law lawyer in Paris cost?

The cost depends first on the nature of the assignment: incorporation, drafting of articles of association or a shareholders’ agreement, capital transaction, annual corporate secretarial work or a dispute between shareholders. The size of the business, the urgency and the number of people involved also affect the budget.

Several billing methods exist. A fixed fee applies to well-defined assignments, such as an incorporation or the annual approval of the accounts. An hourly rate covers one-off advice and evolving matters. A subscription (retainer) can structure recurring support. In litigation, an additional success fee may be agreed, in compliance with the rules of the profession. A written fee agreement sets out these terms before any work begins. Every situation is different: the budget is built with you after analysing your needs, with no commitment as to outcome.

Frequently asked questions

What is a company law lawyer?

A lawyer who works on the legal life of businesses: incorporation, governance, shareholders’ agreements, capital transactions, mergers and acquisitions, share transfers, restructurings, shareholder disputes, directors’ liability, insolvency proceedings. The lawyer coordinates this work with tax, employment and contractual issues for a consistent and documented approach.

What is the difference between the articles of association and a shareholders’ agreement?

The articles of association are public, enforceable against everyone, and set out the company’s legal organisation. The shareholders’ agreement is private, enforceable only between its signatories, and supplements the articles on governance, share movements and mutual undertakings. In the event of a conflict, the articles prevail, but the agreement gives rise to an obligation to perform or to compensate between the parties.

When should you set up an SAS rather than an SARL?

The SAS is preferred for entrepreneurial projects, fundraising, complex transactions and holding companies: broad freedom in drafting the articles, admission of investors, preference shares, flexible governance. The SARL suits simple and family projects: a stable legal framework, a limited number of shareholders, self-employed (TNS) social security status for majority managers.

How do you draft an approval clause?

An approval clause makes the transfer of shares subject to the prior consent of the company or of a designated body (general meeting, board). It must specify: the transfers concerned (to third parties, between shareholders, on succession), the competent body, the procedure (notification, time limits, whether silence means acceptance or refusal), and the consequences of a refusal (buy-back by the company or by the other shareholders at a set price, possibly determined by an expert). Precise drafting helps avoid disputes.

What remedies are available for abuse of majority?

The minority shareholder may seek the annulment of the contested decision before the commercial court (tribunal de commerce), as well as damages. The shareholder must show that the decision is contrary to the company’s interest and was taken solely in the interest of the majority. The courts examine whether there is a real imbalance and how serious the abuse is.

Is a director personally liable for the company’s debts?

In principle, no: the company’s separate legal personality protects the director. Personal liability may arise in the event of a fault separable from the director’s functions, commingling of assets, a personal guarantee (caution) or, in a judicial liquidation, an action for liability for insufficient assets where a clearly established management fault contributed to the shortfall (Article L. 651-2 of the Commercial Code).

How does a capital increase work?

Convening an extraordinary general meeting, voting on the increase (with or without waiver of the preferential subscription right), setting the issue price, subscription by the beneficiaries, paying up of the contributions (partially or in full), formal recording by the chairman or the competent body, amendment of the articles of association, RCS publication. The whole process generally takes one to two months, depending on its complexity.

What are the 3 types of business lawyers?

A simplified classification identifies: the advisory lawyer (drafting legal documents, audits, supporting transactions), the litigation lawyer (arguing cases before the courts), and the tax lawyer (tax structuring, audits, tax litigation). In practice, complex matters call for coordination between these areas of expertise, which our firm provides through a cross-disciplinary approach.

What is the minimum share capital to set up an SA or an SAS?

An SA requires share capital of at least €37,000 (Article L. 224-2 of the Commercial Code). An SAS has no statutory minimum: Article L. 227-1 expressly excludes this rule, and the articles of association set the amount. However, very low capital may weigh on the company’s credibility with banks and partners.

What is the deadline for approving the annual accounts?

In an SARL, the shareholders approve the accounts within six months of the financial year-end (Article L. 223-26 of the Commercial Code). In an SA, the ordinary general meeting is held within the same period (Article L. 225-100). The approved accounts are then filed with the court registry within one month, or within two months for electronic filing (Articles L. 232-22 and L. 232-23).

How many shareholders can an SARL have?

An SARL brings together one or more persons, and one hundred shareholders at most (Articles L. 223-1 and L. 223-3 of the Commercial Code). Beyond that, the company has one year to fall back below this threshold or convert; failing that, it is dissolved. A fundraising round therefore often justifies anticipating a conversion into an SAS.

Is unanimity required to convert an SARL into an SAS?

Yes. Article L. 227-3 of the Commercial Code requires the unanimous consent of the shareholders for any conversion into an SAS. Converting an SARL into an SA follows a different rule: the majority required to amend the articles of association, after a report by a statutory auditor (Article L. 223-43).

Can a shareholder oppose the sale of another shareholder’s shares?

It depends on the legal form and the articles of association. In an SARL, a transfer to a third party requires the consent of a majority of shareholders representing at least half of the shares (Article L. 223-14 of the Commercial Code). In an SAS, the articles of association may provide for prior approval or a lock-up of up to ten years (Articles L. 227-14 and L. 227-13).

Official sources

• Articles L. 227-1 and L. 224-2 of the French Commercial Code (SAS, share capital of the SA): Légifrance (in French)
• Article L. 223-3 of the French Commercial Code (one hundred shareholders at most in an SARL): Légifrance (in French)
• Article L. 223-26 of the French Commercial Code (approval of the accounts in an SARL): Légifrance (in French)
• Article L. 225-100 of the French Commercial Code (annual general meeting of an SA): Légifrance (in French)
• Article L. 232-22 of the French Commercial Code (filing of the accounts): Légifrance (in French)
• Article L. 227-3 of the French Commercial Code (conversion into an SAS): Légifrance (in French)
• Article L. 223-14 of the French Commercial Code (transfer of SARL shares): Légifrance (in French)
• Article L. 561-46 of the French Monetary and Financial Code (beneficial owners): Légifrance (in French)
• Article 1843-4 of the French Civil Code (expert valuation of rights): Légifrance (in French)
• Cass. com., 24 January 1995, No. 93-13.273 (abuse of majority): Légifrance (in French)

Law as in force on 1 October 2026. Page written under the responsibility of Maître Harry Allouche. This content provides general information and does not constitute legal advice.

Every situation is different: the information on this page is general and does not replace legal advice tailored to your case. The firm makes no promise of outcome; it commits to the means it deploys.