France's corporate regulatory system is shifting in ways that carry real consequences for international companies operating through French entities. Missing a compliance deadline under French corporate legislation can expose directors to personal liability and invalidate shareholder resolutions – outcomes that are difficult and costly to reverse.
France has enacted a series of corporate law reforms affecting the governance and administrative obligations of commercial companies, including the société par actions simplifiée (SAS) and the société à responsabilité limitée (SARL). The reforms update requirements for articles of association, registered office rules, and board decision-making procedures. Affected companies must complete compliance reviews and, where necessary, amend their constitutional documents before the applicable deadlines in 2025 and early 2026.
This alert explains what has changed, which business categories are affected, the compliance deadlines that apply, and the immediate steps international companies should take now.
What has changed and when the changes take effect
France's legislature has amended key provisions of the Code de commerce (French commercial legislation) governing company formation, governance, and ongoing administration. The changes fall into three main areas.
Digital governance procedures. French corporate legislation now formally recognises remote participation and electronic voting at shareholder meetings. This applies to both the SAS and the SARL. However, the articles of association must expressly permit these procedures. Companies whose articles are silent on electronic participation cannot rely on the new rules until their constitutional documents are updated. The obligation to reflect this in the articles of association arose in 2024, with enforcement expectations tightening through 2025.
Registered office and branch disclosure. Updated registered office rules require that any change of registered address be reported to the relevant commercial court registry within a shortened timeframe. The company's Kbis extract – the official registration certificate issued by the greffe du tribunal de commerce (commercial court registry) – must reflect the current address at all times. Discrepancies between the registered office recorded in the articles of association and the Kbis can now be flagged by enforcement officers, including a huissier de justice (judicial officer), during commercial proceedings.
Board of directors composition and reporting. Reforms to governance rules under French corporate legislation have tightened the disclosure requirements for the conseil d'administration (board of directors) of public limited companies. Boards of larger entities must now document decision-making processes in greater detail. The Cour de cassation (France's highest civil court) has consistently held that procedural defects in board resolutions can render downstream shareholder resolutions voidable. The updated rules reinforce that principle by codifying stricter record-keeping standards.
For international companies with French subsidiaries, the combined effect is an obligation to audit governance documents, registration details, and decision-making records across all French entities.
For advice on how these changes interact with your existing French entity structure, contact us at info@ferrazwhitmore.com.
Who is affected and what thresholds apply
The reforms apply broadly, but their practical weight differs by entity type and size.
SAS and SARL structures. The overwhelming majority of foreign-owned French entities use the SAS or SARL form. Both are directly affected by the articles of association update requirements. Any company that has not reviewed its constitutional documents since 2022 should treat that review as urgent.
Listed and larger unlisted companies. Enhanced board disclosure obligations apply principally to sociétés anonymes (SA) – public limited companies – with significant turnover or employee thresholds. Foreign groups with a French SA subsidiary operating at scale will need to verify that their board minutes and committee records comply with the updated standards.
Companies undergoing structural changes. International businesses currently engaged in mergers, acquisitions, or share transfers in France face the highest immediate exposure. Acquirers who complete a transaction without verifying that the target's articles of association and registered office details are compliant will inherit those defects. Our analysis of mergers and acquisitions in France explains how pre-transaction due diligence now needs to address these specific compliance items.
Newly registering companies. Any entity completing company registration in France from mid-2025 onward must incorporate the updated governance requirements into its articles of association from day one. Relying on standard template articles without checking their currency against the latest legislative requirements is a common and avoidable error.
Companies that fall below the thresholds for enhanced board reporting are not exempt from the articles of association and registered office obligations. Those apply across entity types regardless of size.
Immediate actions for international companies
The following steps address the most time-sensitive compliance risks arising from the French corporate law reforms.
1. Audit your articles of association. Review the articles of association of every French entity in your group. Confirm that provisions on shareholder meetings, voting procedures, and registered office changes reflect current legislative requirements. If the articles were drafted before 2023, a substantive review is warranted. An assemblée générale extraordinaire (extraordinary general meeting) is required to amend the articles, and the amended documents must be filed with the commercial court registry.
2. Verify your Kbis extract. Request an up-to-date Kbis extract for each French entity. Confirm that the registered office address, share capital, and director details match your internal records and current articles. Discrepancies should be corrected before they surface during a regulatory inspection or commercial dispute.
3. Update board and shareholder resolution templates. Templates used for board of directors decisions and shareholder resolutions should be reviewed against the updated documentation standards. Pay particular attention to the record of quorum, voting procedures, and the basis on which each decision was taken.
4. Build compliance into M&A due diligence. If you are acquiring a French entity or entering into a joint venture. Ensure that the due diligence scope expressly covers the articles of association, Kbis accuracy, board minutes from the past three years. Additionally, compliance with the registered office rules. Our corporate law practice covering corporate law in France integrates these checks as standard.
5. Monitor secondary legislation. French commercial legislation is supplemented by ministerial orders and regulatory guidance that can adjust compliance timelines or introduce new thresholds. Appoint a responsible person within your group to track updates through 2026.
Inaction carries concrete risks. A shareholder resolution passed under non-compliant articles of association may be challenged in French courts. Directors who fail to maintain accurate registered office records can face personal liability. The cost of retrospective correction – including legal fees, court registry filings, and any dispute costs – consistently exceeds the cost of proactive compliance.
International businesses managing multiple jurisdictions can also draw useful comparisons from the corporate reform alert for Portugal, where parallel governance updates have been introduced under EU-driven harmonisation measures.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our corporate law practice in France covers company registration, governance compliance, articles of association drafting, and ongoing regulatory obligations for international businesses operating through French entities. We combine Portuguese civil law expertise with English common law tradition to deliver clear, commercially grounded advice across both the SAS and SARL structures commonly used by foreign investors in France. Our attorneys have advised on cross-border corporate restructuring and M&A transactions across civil law and common law systems, and the firm maintains active relationships with local counsel across EU jurisdictions. As an international law firm serving clients who need a lawyer in France with European reach, we support in-house legal teams and executive decision-makers who require results-oriented counsel across multiple legal systems. To discuss your French corporate compliance position, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.