{"id":125642,"date":"2026-01-12T09:37:48","date_gmt":"2026-01-12T09:37:48","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=125642"},"modified":"2026-01-12T09:37:48","modified_gmt":"2026-01-12T09:37:48","slug":"france-investing-in","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/france-investing-in\/","title":{"rendered":"France: Investing In"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-125642","comparative_guide","type-comparative_guide","status-publish","hentry","guides-investing-in","jurisdictions-france"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">BDGS Associ\u00e9s<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2020\/05\/BDGS_LOGO_CENTRE_COMPLET_BLEU_CMJN.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">BDGS Associ\u00e9s<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2020\/05\/BDGS_LOGO_CENTRE_COMPLET_BLEU_CMJN.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Investing In laws and regulations applicable in France<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Please briefly describe the current investment climate in the country and the average volume of foreign direct investments (by value in US dollars and by deal number) over the last three years.<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>While foreign direct investment (FDI) in Europe faces a global environment marked by uncertainty and decline, France remains resilient and the most attractive European country, with approximately 1,688 investment decisions in 2024 (a slight decrease of approximately 7% compared to 2023) from 62 different countries. The United States remain the first investing country (accounting for 15% of projects), ahead of Germany and the UK, noting also that 64% of investment projects originate from within Europe. Another notable fact is that first-time investors account for 28% of foreign investors.<\/p>\n<p>According to the French central bank (Banque de France), in average over the last three years, the net value of FDI in France was USD 49 billion (USD 82.2 billion in 2022, USD 37.6 billion in 2023 and USD 27.3 billion in 2024).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical forms of Foreign Direct Investments (FDI) in the country: a) greenfield or brownfield projects to build new facilities by foreign companies, b) acquisition of businesses (in asset or stock transactions), c) acquisition of minority interests in existing companies, d) joint ventures, e) other?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>FDI in France can take any of the above-mentioned forms. In practice, the most common type of investment is the acquisition of businesses (in asset or stock transactions).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are foreign investors allowed to own 100% of a domestic company or business? If not, what is the maximum percentage that a foreign investor can own?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Foreign investors are in general allowed to own 100% of a French company or business. However, the acquisition by foreign investors of certain levels of ownership of French companies or business in certain sensitive sectors is subject to France\u2019s FDI screening regime. In addition, limitations of foreign ownership apply in certain specific sectors, such as the limitation of non-European Union (EU)\/European Economic Area (EEA) ownership to 20% in companies carrying out French language radio or television terrestrial broadcasting services.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are foreign investors allowed to invest and hold the same class of stock or other equity securities as domestic shareholders? Is it true for both public and private companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Foreign investors are allowed to invest and hold the same class of stock or other equity securities as domestic shareholders in both public and private companies.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are domestic businesses organized and managed through domestic companies or primarily offshore companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In France, domestic businesses are generally organized and managed through French companies, not offshore entities. The simplified company limited by shares (soci\u00e9t\u00e9 par actions simplifi\u00e9e) (SAS) is the most common legal form. Foreign investors sometimes structure their acquisitions of French operating companies via offshore companies in countries such as Luxembourg or the Netherlands.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the forms of domestic companies? Briefly describe the differences.   Which form is preferred by domestic shareholders? Which form is preferred by foreign investors\/shareholders? What are the reasons for foreign shareholders preferring one form over the other?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The main corporate forms in France are:<\/p>\n<p>&#8211; Simplified company limited by shares (soci\u00e9t\u00e9 par actions simplifi\u00e9e) (SAS), commonly used by large groups for their wholly owned French subsidiaries and by shareholders that wish to benefit from a flexible structure and do not intend to list the company.<\/p>\n<p>&#8211; Limited liability company (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e) (SARL), commonly used by small and medium-sized businesses who do not intend to list the company.<\/p>\n<p>&#8211; Company limited by shares (soci\u00e9t\u00e9 anonyme) (SA), commonly used by large businesses or listed companies.<\/p>\n<p>&#8211; Partnership limited by shares (soci\u00e9t\u00e9 en commandite par actions) (SCA), consisting of general partners (commandit\u00e9s) and limited partners (commanditaires), in which the unanimous approval of the general partners is required for certain key decisions. Only a few important listed companies still use this corporate form.<\/p>\n<p>&#8211; European company (soci\u00e9t\u00e9 europ\u00e9enne) (SE), used by certain large listed companies and generally subject to the same rules as an SA. The SE offers flexibility to companies to transfer their registered office within the EU.<\/p>\n<p><strong>Which form is preferred by domestic shareholders?<\/strong><br \/>\n<strong>Which form is preferred by foreign investors\/shareholders? <\/strong><br \/>\n<strong>What are the reasons for foreign shareholders preferring one form over the other?<\/strong><\/p>\n<p>Both domestic shareholders and foreign investors\/shareholders prefer the SAS as the corporate form for non-listed companies as:<\/p>\n<p>Contractual flexibility: the articles of association set out the conditions under which the SAS is managed. As a minimum, a SAS must be managed by a chief executive officer (pr\u00e9sident) who is also the legal representative, but the articles of association can provide for other organs such as a managing director (directeur g\u00e9n\u00e9ral) or board of directors (conseil d\u2019administration). Subject to certain limitations, the articles of association freely set out the decisions which are taken by the shareholders and their majorities. Thus the SAS allows shareholders to customize their governance arrangements.<\/p>\n<p>Share transferability: Shares are freely transferable, although the articles of association can include restrictions such as a prior approval clause or a lock-up period of up to 10 years (in contrast to a SARL in respect of which any transfer of shares to a non-shareholder requires the prior approval of the majority shareholders).<\/p>\n<p>Transfer tax: a transfer tax of 0.1% generally applies to transfers of shares of SAS (in contrast to a transfer of shares of a SARL generally taxed at a 3% rate (after an allowance of up to \u20ac23,000)).<\/p>\n<p>Listed companies generally take the form of a SA or SE and rarely of a SCA. The majority of listed companies forming part of the SBF 120 on Euronext Paris (SBF 120), one of the main French stock market indexes, take the form of an SA with a board of directors.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements for forming a company? Which governmental entities have to give approvals? What is the process for forming\/incorporating a domestic company? What is a required capitalization for forming\/incorporating a company? How long does it take to form a domestic company? How many shareholders is the company required to have? Is the list of shareholders publicly available?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><strong>Which governmental entities have to give approvals?<\/strong><\/p>\n<p>Companies that intend to carry out their business in regulated activities must first obtain the necessary licenses or authorizations from the relevant governmental authorities prior to being incorporated.<\/p>\n<p><strong>What is the process for forming\/incorporating a domestic company?<\/strong><\/p>\n<p>The share capital must be fully subscribed, and the corresponding funds deposited on a blocked bank account within 8 days of their receipt. The funds may be transferred on the company\u2019s bank account after the company has been registered with the relevant commercial and companies registry.<\/p>\n<p>In the event of a contribution in kind in a SAS or a SA or the creation of preference shares in a SA, an auditor must be appointed to assess the value and include it in the articles of association.<\/p>\n<p>Following the issuance by the depositary of a certificate acknowledging the payment of the share capital on a blocked bank account and the filing at the company\u2019s future registered address of the auditor\u2019s report and a list of the acts undertaken for the company, the founding shareholders must sign the articles of association to which are attached the auditors\u2019 report and the list.<br \/>\nThe company must sign an agreement evidencing its occupation of its registered address.<\/p>\n<p>The company must publish a notice of its incorporation in a newspaper authorized to publish legal notices (journal d\u2019annonces l\u00e9gales) in the company\u2019s registered place of business.<\/p>\n<p>The company must then file a request for registration with the relevant commercial and companies registry (registre du commerce et des soci\u00e9t\u00e9s) via the \u201cone-stop shop\u201d (guichet unique) using the official website formalites.entreprises.gouv.fr. The request for registration must also include information regarding the company\u2019s ultimate beneficiaries.<\/p>\n<p>Once registered with the relevant commercial and companies registry, the company will acquire legal personality, and the registrar of the relevant commercial and companies registry will register the company with the French National Companies\u2019 Registry and make a publication in the Official Bulletin of Civil and Commercial Announcements (Bodacc).<\/p>\n<p><strong>What is a required capitalization for forming\/incorporating a company?<\/strong><\/p>\n<p>A SAS can be incorporated with a \u20ac1 minimum share capital, while a SA has a \u20ac37,000 minimum share capital requirement.<\/p>\n<p><strong>How long does it take to form a domestic company?<\/strong><\/p>\n<p>Around 4-5 days following the filing of the required documentation with the \u201cone-stop shop.\u201d<\/p>\n<p><strong>How many shareholders is the company required to have?<\/strong><\/p>\n<p>A SAS can be incorporated with a single shareholder, known as a simplified company limited by shares with a single shareholder (soci\u00e9t\u00e9 par actions \u00e0 associ\u00e9 unique) (SASU). An unlisted SA must have at least 2 shareholders.<\/p>\n<p><strong>Is the list of shareholders publicly available?<\/strong><\/p>\n<p>The list of shareholders of a SAS or a SA is not publicly available. However, the shareholders of a SA are entitled to obtain a list of the shareholders 15 days prior to each shareholders\u2019 meeting.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the requirements and necessary governmental approvals for a foreign investor acquiring shares in a private company? What about for an acquisition of assets?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>However, under the French foreign direct investment (FDI) screening regime (contr\u00f4le des investissements \u00e9trangers en France, IEF), prior authorization from the French Minister of Economy is required when a foreign investor invests in a French entity or in a branch of activity of a French entity (i.e. acquisition of assets that form part of an activity) engaged in a sensitive activity (see response to question 19 below).<\/p>\n<p>In addition, any investment that implies the acquisition of control over an undertaking active in France, whether French or foreign, is subject to prior merger control review by the European Commission or the French Competition Authority (Autorit\u00e9 de la concurrence), if certain turnover thresholds are met.<\/p>\n<p>For national statistical purposes, any FDI involving the acquisition or disposal of at least 10% of the share capital or voting rights of a French company or the crossing of such 10% threshold for a value exceeding \u20ac15 million must be declared to the Banque de France within 20 working days of completion.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does a foreign investor need approval to acquire shares in a public company on a domestic stock market? What about acquiring shares of a public company in a direct (private) transaction from another shareholder?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The acquisition by a foreign investor of shares in a French listed company is not subject to any specific prior approval, but remains subject, where applicable, to the general FDI screening, merger control approval and declaration regimes described in question 8 above and the disclosure obligations described in question 18 below.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a requirement for a mandatory tender offer if an investor acquired a certain percentage of shares of a public company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Any person who, acting alone or in concert, comes to hold, directly or indirectly, more than 30% of the share capital or voting rights of a French company listed on Euronext Paris, is required to launch a mandatory takeover bid for all remaining shares.<\/p>\n<p>A mandatory offer is also triggered when a person, acting alone or in concert, holds directly or indirectly between 30% and 50% of the share capital or voting rights of a French company listed on Euronext Paris, and within a period of less than 12 consecutive months, increases its stake, in share capital or voting rights, by at least 1%.<\/p>\n<p>Exemptions can apply in certain circumstances.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the approval process for building a new facility in the country (in a greenfield or brownfield project)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Building a new facility in France &#8211; whether greenfield or brownfield &#8211; primarily requires compliance with two distinct but interconnected regulatory frameworks: urban planning authorizations and environmental authorizations.<\/p>\n<p>&#8211; Urban Planning authorizations: Any new construction or significant extension requires a building permit (permis de construire) or, for more limited works, a prior declaration (d\u00e9claration pr\u00e9alable). The application must identify the site, describe the proposed works, and indicate whether the project is subject to environmental authorization. The building permit must comply with applicable local urban planning rules and environmental principles.<\/p>\n<p>&#8211; Environmental authorizations: Certain installations may require environmental authorization where they pose risks to public health, safety or the environment, or qualify as installations classified for environmental protection (ICPE, installation class\u00e9e pour la protection de l&#8217;environnement). Depending on the nature and scale of the project, the authorization process may require the submission of an environmental impact assessment (\u00e9tude d\u2019impact) or an environmental impact study (\u00e9tude d\u2019incidence environnementale), as well as a public consultation procedure.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Can an investor do a transaction in the country in any currency or only in domestic currency? a) Is there an approval requirement (e.g. through Central Bank or another governmental agency) to use foreign currency in the country to pay: i. in an acquisition, or, ii. to pay to contractors, or, iii. to pay salaries of employees? b) Is there a limit on the amount of foreign currency in any transaction or series of related transactions? i. Is there an approval requirement and a limit on how much foreign currency a foreign investor can transfer into the country? ii. Is there an approval requirement and a limit on how much domestic currency a foreign investor can buy in the country? iii. Can an investor buy domestic currency outside of the country and transfer it into the country to pay for an acquisition or to third parties for goods or services or to pay salaries of employees?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p><strong>Is there an approval requirement (e.g. through Central Bank or another governmental agency) to use foreign currency in the country to pay: <\/strong><br \/>\n<strong>in an acquisition, or <\/strong><br \/>\n<strong>to pay to contractors, or <\/strong><br \/>\n<strong>to pay salaries of employees?<\/strong><\/p>\n<p>Payments in France must be made in euros, the country\u2019s official currency. Payments may be made in a different currency in the following cases:<\/p>\n<ul>\n<li>If the payment obligation arises in the context of an international transaction or a foreign judgment<\/li>\n<li>in a transaction agreed between professionals, where the use of the foreign currency is commonly used in transactions of such nature<\/li>\n<li>If the payment obligation arises from a financial futures instrument or a spot foreign exchange transaction<\/li>\n<li>When the employment contract is performed abroad<\/li>\n<li>Even if the contract is performed in France, when the currency is directly related to the subject matter of the contract or the activity of one of the parties<\/li>\n<\/ul>\n<p><strong>Is there a limit on the amount of foreign currency in any transaction or series of related transactions?<\/strong><\/p>\n<p>See above with respect to the use of foreign currency in France.<\/p>\n<p><strong>Is there an approval requirement and a limit on how much domestic currency a foreign investor can buy in the country?<\/strong><br \/>\n<strong>Can an investor buy domestic currency outside of the country and transfer it into the country to pay for an acquisition or to third parties for goods or services or to pay salaries of employees?<\/strong><br \/>\n<strong>Is there an approval requirement and a limit on how much foreign currency a foreign investor can transfer into the country?<\/strong><\/p>\n<p>There is no restriction on how much domestic currency (euros) a foreign investor may purchase in France, and an investor may freely buy euros outside France and transfer them into the country to fund acquisitions, operational payments or salaries.<\/p>\n<p>However, the funds must come from legitimate sources and comply with anti-money laundering (AML) and counter-terrorism financing (CFT) regulations. Further, the transport of cash by an individual (in their luggage or in their means of transport) for themselves or on behalf of a third party into the EU for an amount at least equal to EUR 10,000 must be reported to French customs, and for cash amounts exceeding EUR 50,000, proof of the source of funds must be provided.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there approval requirements for a foreign investor for transferring domestic currency or foreign currency out of the country? Whose approval is required? How long does it take to get the approval? Are there limitations on the amount of foreign or domestic currency that can be transferred out of the country? Is the approval required for each transfer or can it be granted for all future transfers?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No prior approval is required for transferring either domestic (euro) or foreign currency out of France. However, the funds must come from legitimate sources and comply with anti-money laundering (AML) and counter-terrorism financing (CFT) regulations. Further, the transport of cash by an individual (in their luggage or in their means of transport) for themselves or on behalf of a third party out of the EU for an amount at least equal to EUR 10,000 must be reported to French customs, and for cash amounts exceeding EUR 50,000, proof of the source of funds must be provided.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a tax or duty on foreign currency conversion?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is no specific tax or duty on foreign currency conversion in France.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a tax or duty on bringing foreign or domestic currency into the country?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is no specific tax or duty on bringing currency into France.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a difference in tax treatment between acquisition of assets or shares (e.g. a stamp duty)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is a significant difference in the tax treatment of the acquisition of assets and the acquisition of shares, particularly with respect to registration duties.<\/p>\n<p>For share acquisitions, the applicable transfer tax varies depending on the form of the company whose shares are sold:<\/p>\n<p>&#8211; The purchase of shares of limited companies, i.e., companies limited by shares (soci\u00e9t\u00e9 anonyme), simplified companies limited by shares (soci\u00e9t\u00e9 par actions simplifi\u00e9e) or partnerships limited by shares (soci\u00e9t\u00e9 en commandite par actions) is subject to transfer tax at a rate of 0.1% of the sale price. However, if the company is listed, the transfer tax applies only if the sale is acknowledged by a deed.<\/p>\n<p>Purchases of shares in French listed companies with a market capitalisation exceeding \u20ac1 billion are subject to the Financial Transaction Tax (FTT) at a rate of 0.4% instead of the 0.1% transfer tax.<\/p>\n<p>&#8211; The purchase of shares of a limited liability company (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e) is subject to a 3% transfer tax on the sale price, after the application of a EUR 23,000 allowance, pro-rated according to the portion of stake sold.<\/p>\n<p>&#8211; Sales of shares between the above-mentioned companies within the same group or between related parties are exempt from applicable transfer tax (0.1%, 0.4% or 3%).<\/p>\n<p>&#8211; The purchase of shares of real estate-oriented companies (soci\u00e9t\u00e9 \u00e0 pr\u00e9pond\u00e9rance immobili\u00e8re) is subject to a 5% transfer tax calculated on the sale price. For transfer tax purposes, a real estate-oriented company is a company whose assets consist of more than 50% (by fair market value) of French real property or shares in French real estate-oriented companies, including real estate properties used for the business of the company.<\/p>\n<p>For asset acquisitions, the transfer of isolated assets does not trigger transfer tax payments in France unless such transfer entails a transfer of a going concern or clientele or concerns real estate assets located in France:<\/p>\n<p>&#8211; The transfer of a going concern or clientele based in France is subject to a transfer tax at a rate of 3% for the portion of the sale price (or the fair market value, if higher) up to EUR 200,000 after application of a EUR 23,000 allowance and 5% for the portion of the sale price (or the fair market value, if higher) that exceeds EUR 200,000.<\/p>\n<p>&#8211; The transfer of real estate assets located in France is subject to a transfer taxes of approximately 6.31% (varying slightly depending on the department where the property is located).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">When is a stamp duty required to be paid?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The sale of company shares must be declared (together with proof of payment of the transfer tax) with the French tax authorities within one month of the sale.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are shares in private domestic companies easily transferable? Can the shares be held outside of the home jurisdiction? What approval does a foreign investor need to transfer shares to another foreign or domestic shareholder? Are changes in shareholding publicly reported or publicly available?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In France, the transferability of shares in private companies depends on the corporate form.<\/p>\n<p>For instance, shares in a SAS are freely transferable, although the articles of association can include restrictions such as a prior approval clause or a lock-up period of up to 10 years. In a SARL, any transfer of shares to a non-shareholder requires the approval of the majority shareholders holding at least half of the share capital, or any high majority provided for by the articles of association.<\/p>\n<p><strong>Can the shares be held outside of the home jurisdiction?<\/strong><\/p>\n<p>Shares in French companies can be held by foreign investors, subject to certain limitations as described in question 3 above. End 2024, 50% of the shares of the French companies making up the CAC 40, one of the main French stock market indexes, were held by non French residents.<\/p>\n<p><strong>What approval does a foreign investor need to transfer shares to another foreign or domestic shareholder?<\/strong><\/p>\n<p>There are no approvals that are specific to the fact that the shareholder making the transfer of shares is not French.<\/p>\n<p><strong>Are changes in shareholding publicly reported or publicly available?<\/strong><\/p>\n<p>The following regime applies with respect to French companies listed on Euronext Paris:<\/p>\n<p>&#8211; Any person, acting alone or in concert, who crosses upwards or downwards, directly or indirectly, a number of shares representing more than 5%, 10%, 15%, 20%, 25%, 30%, 33%, 50%, 66%, 90% or 95% of the share capital or voting rights of a French company listed on Euronext Paris must notify the company and the French financial market authority, the Autorit\u00e9 des March\u00e9s Financiers (the AMF), of the number of shares and voting rights it holds within four trading days following the threshold crossing.<\/p>\n<p>&#8211; In addition, any person, acting alone or in concert, who crosses upwards the thresholds of 10%, 15%, 20% or 25% of the share capital or voting rights of a French company listed on Euronext Paris must submit a statement of intent to the company and the AMF within five trading days following the threshold crossing. This statement must in particular describe the investor&#8217;s intended strategy in relation to the company, whether it intends to continue acquiring shares or to acquire control of the company. In the event the investor\u2019s strategy changes within 6 months of the statement it must submit a new statement of intent to the company and the AMF in the same conditions.<\/p>\n<p>&#8211; The AMF makes threshold crossings and statements of intent public.<\/p>\n<p>Changes in shareholding of an unlisted SA or an SAS are not publicly reported or publicly available.<\/p>\n<p>The share capital distribution of a SARL is mentioned in the articles of association and each change of shareholding requires an amendment to its articles of association.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a mandatory FDI filing? With which agency is it required to be made? How long does it take to obtain an FDI approval? Under what circumstances is the mandatory FDI filing required to be made? If a mandatory filing is not required, can a transaction be reviewed by a governmental authority and be blocked? If a transaction is outside of the home jurisdiction (e.g. a global transaction where shares of a foreign incorporated parent company are being bought by another foreign company, but the parent company that\u2019s been acquired has a subsidiary in your jurisdiction), could such a transaction trigger a mandatory FDI filing in your jurisdiction? Can a governmental authority in such a transaction prohibit the indirect transfer of control of the subsidiary?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under the French FDI screening regime, prior authorization from the French Minister of Economy is required when a foreign investor invests in a French company or branch of activity engaged in a sensitive activity.<\/p>\n<p>Upon completion of its review, the French Minister of Economy may: (i) determine that the transaction does not fall within its FDI review scope (so that the transaction does not need prior FDI clearance), (ii) authorize the transaction without conditions, (iii) authorize the transaction subject to conditions, or (iv) prohibit the transaction.<\/p>\n<p>While prohibition is rare, conditions are imposed in approximately half of the cases that fall within the scope of the French FDI screening regime (99 of the 182 in-scope transactions reviewed by the French Ministry of Economy in 2024, representing 54%). Such conditions typically aim to: (i) ensure sustainability and security of nationally sensitive activities within the French territory; (ii) preserve the entity&#8217;s knowledge and expertise; (iii) adapt the investor\u2019s governance rights in the entity; and (iv) establish terms for keeping the relevant supervising administrative authority informed.<\/p>\n<p><strong>With which agency is it required to be made?<\/strong><\/p>\n<p>The French FDI screening procedure is managed by the French Ministry of Economy, specifically the bureau for the Control of Foreign Investments in France (bureau du contr\u00f4le des investissements \u00e9trangers en France, CIEF) within the Directorate-General of the Treasury (DG Tr\u00e9sor).<\/p>\n<p><strong>How long does it take to obtain an FDI approval?<\/strong><\/p>\n<p>The French FDI screening timeline has two phases:<\/p>\n<p>\u2013 Phase 1: 30 working days from the date the application file is deemed complete by the CFIEF;<\/p>\n<p>\u2013 Phase 2: an additional 45 working days, triggered when the DG Tr\u00e9sor considers that in-depth investigation is necessary (and thus contemplates the potential imposition of conditions).<\/p>\n<p>It should be noted that the DG Tr\u00e9sor may suspend the procedural timeline (through a &#8220;stop-the-clock\u201d mechanism) pending receipt of additional information necessary to complete the review of the case.<\/p>\n<p><strong>Under what circumstances is the mandatory FDI filing required to be made?<\/strong><\/p>\n<p>Under the French FDI screening regime, prior authorization from the French Ministry of Economy is required when a foreign investor invests in a French company or branch of activity engaged in a sensitive activity, provided that the following conditions are met:<\/p>\n<p><strong>&#8211; Foreign investor:<\/strong> the investment is made by a foreign investor (whether a natural or legal person), or by a French company controlled, directly or indirectly, by a foreign investor. An investment is deemed to be made by a foreign investor if any entity in the chain of control is foreign, or if the investor is a foreign natural person or a French natural person who is tax resident in a foreign country.<\/p>\n<p><strong>&#8211; Nature of the investment:<\/strong> the investment involves:<\/p>\n<p>i. the acquisition of (direct or indirect, sole or joint) control over the French entity under French law, e.g., holding a majority of voting rights (noting also that control is presumed where an entity holds more than 40% of the voting rights and no other shareholder holds a larger share than its own), de facto determining decisions in general meetings, or appointing a majority of board members), or<\/p>\n<p>ii. for foreign investors from outside the EU or the EEA: crossing (i) the 25% voting rights thresholds in a French entity or (ii) the 10% voting rights threshold in a French listed entity.<\/p>\n<p><strong>&#8211; Sensitive activities:<\/strong> the target entity or branch of activity carries out (even occasionally) an activity that (i) is sensitive by nature (mainly &#8211; but not exclusively &#8211; the defense and security sectors), and\/or (ii) concerns infrastructure, goods, or services that are essential to ensure, in particular, the integrity, security, or continuity of energy and water supply, the operation of transportation networks and services, the protection of public health, or food security, and\/or (iii) relates to research and development involving certain critical technologies or dual-use goods and technologies.<\/p>\n<p>If a mandatory filing is not required, can a transaction be reviewed by a governmental authority and be blocked?<\/p>\n<p>No. The French Ministry of Economy does not have call-in powers to review transactions that fall outside the scope of the French FDI screening regime. However, a recent parliamentary report suggested introducing the possibility of State intervention after the completion of a transaction in a strategic sector.<\/p>\n<p>When it is not clear whether the French FDI regime will apply, the investor or the target company may file a prior request for clarification with the French Ministry of Economy to determine whether the proposed transaction falls within the scope of the French FDI screening regime.<\/p>\n<p><strong>If a transaction is outside of the home jurisdiction (e.g. a global transaction where shares of a foreign incorporated parent company are being bought by another foreign company, but the parent company that\u2019s been acquired has a subsidiary in your jurisdiction, could such a transaction trigger a mandatory FDI filing in your jurisdiction?<\/strong><\/p>\n<p>Yes. The French FDI screening regime captures any indirect change of control or threshold crossing in a French entity, including through foreign-to-foreign transactions. However, the review will be limited to the portion of the transaction that concerns the French entity or branch of activity.<\/p>\n<p><strong>Can a governmental authority in such a transaction prohibit the indirect transfer of control of the subsidiary?<\/strong><\/p>\n<p>Yes. The French Minister of Economy has the same powers with respect to an indirect transfer of control of a French subsidiary as with respect to a direct transfer of control of a French company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are typical exit transactions for foreign companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Foreign investors most commonly exit through:<\/p>\n<ul>\n<li>trade sales to strategic acquirers;<\/li>\n<li>secondary buyouts to private equity sponsors;<\/li>\n<li>management buy-outs;<\/li>\n<li>IPOs, particularly technology and life sciences companies.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do private companies prefer to pursue an IPO? i. on a domestic stock market, or ii. on a foreign stock market? iii. If foreign, which one?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Traditionally, private companies have pursued an IPO on Euronext Paris (a regulated market) or Euronext Growth (multilateral trading facility typically for small and medium sized companies). IPOs on Euronext Paris are however at a historic low and there is a growing trend among French companies to seek listings outside France. Recent examples include:<\/p>\n<p>&#8211; Vivendi, whose share price suffered from a conglomerate discount, separated into four distinct entities to allow each business to be valued independently by the market. As part of this strategy, Canal+ was listed on the London Stock Exchange (and is currently seeking a secondary listing on the Johannesburg stock exchange), Havas on Euronext Amsterdam, and Louis Hachette Group on Euronext Growth Paris (with Vivendi remaining listed on Euronext Paris), reflecting a deliberate strategy to align each company\u2019s industry profile and geographic exposition with the most relevant financial marketplace.<\/p>\n<p>&#8211; Total, which has listed its ordinary shares (in replacement of its American Depositary Receipts) on the New York Stock Exchange to provide better liquidity in its shares to the company\u2019s mainly American shareholder base and to seek to improve its valuation.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do M&amp;A\/Investment\/JV agreements typically provide for dispute resolution in domestic courts or through international arbitration?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Large French corporates generally choose to submit their disputes to the jurisdiction of French domestic courts, most often the Paris Commercial Court.<\/p>\n<p>However, parties to French law contracts in respect of cross-border matters of significant value often submit their disputes to international arbitration, predominantly choosing the arbitration rules of the International Chamber of Commerce (ICC). This preference is driven by the possibility of having the arbitration proceedings in English and kept confidential, the speed of arbitration proceedings compared to litigation and the flexibility offered in terms of appointment of arbitrators and choice of procedural rules.<\/p>\n<p>Alternatively, parties to such contracts also sometimes submit their disputes to the jurisdiction of the International Commercial Chamber of the Paris Commercial Court and of the Paris Court of Appeal (known as the \u201cICCP-CA\u201d), created in 2018, which are specialised chambers for international business disputes. The judges in the chamber are all fluent in English, hearings may be conducted in English without translation and documents may be disclosed in English without translation.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How long does a typical contract dispute case take in domestic courts for a final resolution?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A typical contract dispute before the French courts takes 10 to 18 months at first instance. First-instance decisions are enforceable by operation of law, even if an appeal is lodged. Appeal proceedings also take approximately 12 to 18 months. Final resolution is generally achieved at the appellate stage; in certain cases where a matter of law is to be decided on, a party may seek review before the Cour de cassation (Supreme Court), which typically takes a further 18 months, though appellate decisions remain enforceable as cassation proceedings do not have suspensive effect.<\/p>\n<p>Interim measures (r\u00e9f\u00e9r\u00e9) are granted by the interim relief judge (juge des r\u00e9f\u00e9r\u00e9s) and can be obtained very quickly. Ordinarily, an interim first-instance decision is issued within approximately three months and is immediately enforceable. In urgent cases, relief can be granted within a few weeks or, in the most pressing circumstances, within a matter of days. An appeal from an interim decision normally takes approximately 8 to 12 months, though in urgent cases this can be significantly reduced to 1 to 3 months.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are domestic courts reliable in enforcing foreign investors rights under agreements and under the law?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, French courts are reliable in enforcing contractual and legal rights. French law permits, as a general rule, specific performance (ex\u00e9cution forc\u00e9e) of obligations arising under law or contract, with limited exceptions.<\/p>\n<p>One limitation relates to the annulment of corporate resolutions, as the grounds for annulment have historically been restrictive. Ordinance No. 2025-229 of 12 March 2025 has reinforced this restrictive approach: by default, corporate resolutions adopted in breach of provisions in a company&#8217;s articles of association cannot be annulled, except in a soci\u00e9t\u00e9 par actions simplifi\u00e9e (SAS) if the articles expressly so provide. Furthermore, save where otherwise provided by law, when ruling on an application for nullity, the court must apply a triple test and may annul a corporate resolution only if: (1) the claimant demonstrates harm arising from a breach of the interest protected by the rule allegedly infringed; (2) the irregularity influenced the substance of the decision; and (3) the consequences of nullity for the corporate interest are not excessive, as at the date of the ruling, in relation to the breach of the interest invoked.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there instances of abuse of foreign investors? How are cases of investor abuse handled?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Instances of abuse of foreign investors are extremely rare in France, largely due to the stability of its legal system and the reliability of its dispute resolution framework. Foreign investors benefit from a well-established body of commercial and corporate law, applied by independent and experienced courts, including the International Commercial Chamber of the Paris Commercial Court and of the Paris Court of Appeal (ICCP-CA), which are specifically designed to handle complex cross-border disputes and allow proceedings to be conducted in English.<\/p>\n<p>In addition, France is an arbitration-friendly jurisdiction, and cross-border investment and M&amp;A agreements frequently provide for international arbitration, notably under ICC rules. French courts support the enforcement of arbitral awards, ensuring a predictable and effective protection of foreign investors\u2019 rights, which significantly limits the risk of abusive treatment.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are international arbitral awards recognized and enforced in your country?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Paris is a leading centre for international arbitration, and international arbitral awards are widely recognised and enforced. France is a party to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 10 June 1958).<\/p>\n<p>Exequatur is sought by way of ex parte application and is granted unless the award is manifestly contrary to international public policy. The party against whom enforcement is sought may apply to set aside the award if it was rendered in France or challenge the exequatur order if the award was rendered abroad. In either case, the court may annul the award or quash the exequatur order only if one of the following five grounds is established: (1) the arbitral tribunal wrongly declared itself to have or not to have jurisdiction; (2) the arbitral tribunal was irregularly constituted; (3) the arbitral tribunal ruled without complying with the mandate conferred upon it; (4) the principle of adversarial proceedings (principe du contradictoire) was not observed; or (5) recognition or enforcement of the award is contrary to international public policy.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there foreign investment protection treaties in place between your country and major other countries?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>France currently has more than 80 bilateral investment treaties (BITs) in force with countries outside the EU. These include, for example, treaties with China and the Russian Federation.<\/p>\n<p>Following the entry into force of the Treaty of Lisbon in 2009, the EU acquired exclusive competence in matters of foreign direct investment, including the negotiation of international investment protection agreements upon which French investors and investors operating in France may rely.<\/p>\n<p>While investment protection agreements concluded by the EU are intended, in the long term, to replace the BITs previously concluded by Member States, France\u2019s existing BITs continue to play a central role in the protection of foreign investments in France.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">6351<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/125642","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=125642"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}