FRANCE Law and Practice Contributed by: Véronique Millischer, Léna Sersiron, Eléonore d’Anthonay, Guillaume Nataf, Olivia Chriqui-Guiot, Pauline Celeyron, Damien Berruyer and Nella Picou, Baker McKenzie Paris
of corporate vehicle in France is the simplified joint- stock company ( société par actions simplifiée , or SAS), the main features of which are as follows: • Governance : One president and, optionally, one or several general manager(s) and/or deputy general manager(s), or any other type of collective body set up by the shareholder(s) in the articles of associa - tion ( statuts ) (for more detail, see 3.4 Management Structures ). • Shareholders ’ liability : Form of company limited by shares, ie, the shareholders’ liability is limited to the amount of their contribution to the share capital. • Share capital : EUR1 minimum. • Number of shareholders : One shareholder mini - mum. • Usual purpose : Best suited for greenfield projects, private equity projects, start-ups and scale-ups, patrimonial holdings and group subsidiaries. Even though they have become less commonly used in practice, the following corporate forms are also worth noting: • the limited liability company ( société à responsa- bilité limitée , or SARL): a form of company limited by shares, often used for businesses that have a strong personal aspect (intuitus personae) (eg, family businesses, etc); • the joint-stock company ( société anonyme – SA): a form of company limited by shares, nowadays best suited for listed companies and groups’ holdings; and • the real estate civil company ( société civile immobilière – SCI): a form of company not limited by shares, mostly used to own/manage real estate properties. The answers provided in the sections below will focus on the main rules applying to SAS companies only. 3.2 Incorporation Process The main steps to incorporate an SAS are as follows: • drafting and finalising the articles of associa - tion (which determine the registered address, the amount of contributions and resulting share capital, and the number of issued and paid-up shares (in
• the obligation to unwind the investment or to amend the investment terms; • the suspension of the French target’s voting rights; • a prohibition on distributing dividends by the French target; • payment of financial penalties; and • criminal penalties (imprisonment and fines). 2.3 Commitments Required From Foreign Investors The French FDI authorities may condition their approv - al of a transaction on specific commitments from the foreign investor. The scope of these commitments can vary significantly depending on the national interests at stake. Notable examples include the following: • maintaining the French target’s sensitive activities and industrial capabilities on French territory, such activities to be carried out by a company incorpo - rated under French law; • ensuring that the French target company continues to operate the sensitive activities for the benefit of the sensitive clients on reasonable technical and commercial terms; • protecting sensitive IP and sensitive information; and • adapting the internal organisation and governance of the entity, creating certain specific committees to oversee/deal with critical topics, and segregat - ing sensitive information. For the most critical activities, the FDI authorities can ask for a golden share for the benefit of the French state or a French state body, etc. 2.4 Right to Appeal The decisions of the FDI authorities are subject to judi - cial claim ( recours de plein contentieux ) before French administrative courts. As such, a foreign investor may challenge a denied authorisation or overly stringent conditions before French administrative courts. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity As it is particularly valued for its flexibility and stream - lined governance framework, the most common type
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