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Maître Reda KOHEN, avocat au Barreau de Paris
Maître Reda KOHEN
Avocat au Barreau de Paris

Foreign Investment in France: Does a Non-EU Buyer Need Prior Approval to Acquire a French Company in 2026?

A buyer incorporated in the United States, the United Kingdom, the Middle East or Asia can acquire a French company without a general nationality-based prohibition. That does not mean that every acquisition is free to sign and close. France operates a foreign-investment screening regime, commonly called IEF for investissements étrangers en France. Where the investor, the operation and the French target’s activity meet the statutory tests, prior approval from the French Minister for the Economy may be required before the investment is completed. The analysis is separate from merger control, sector licensing, tax review and the ordinary company-law mechanics of transferring shares.

The practical difficulty is that the relevant test is not limited to a buyer purchasing 100% of a defence company. A purchase of control, a branch acquisition, a 25% voting-rights threshold, or, since the 2026 reform, a 10% voting-rights acquisition in a qualifying listed French company can trigger a filing or notification. The investor may sit behind several holding companies, a fund, a trust or co-investors. The target may describe itself as a software or manufacturing business while carrying out a regulated, data-sensitive or critical activity through a small French team.

This article gives a transaction-first answer for a foreign founder, group or acquisition vehicle. It explains who is treated as a foreign investor, how to test the target’s activity, what changed on 17 August 2026, how to build the filing, and how to protect the signing-to-closing period. It then examines conditional approval, refusal, post-closing declarations, contractual nullity, injunctions and fines. The references below use the current official Code provisions, the 2026 implementing texts and identified decisions of the Conseil d’État. A transaction should be checked against the law in force on its intended signing and completion dates.

I. Does a non-EU investor need French foreign-investment approval before acquiring a company?

A. Which investor, transaction and French activity trigger the IEF regime?

The first filter is the identity of the investor, not the passport of the individual who attends the signing. Article R. 151-1 of the Monetary and Financial Code treats as a foreign investor a natural person who is not a national of a Member State of the European Union or of a State party to the European Economic Area agreement with the relevant tax-assistance convention. It also covers a French national who is not resident in the European Union or European Economic Area, a legal entity governed by foreign law, and a French legal entity controlled by one of those persons or entities. The final category is critical for a French acquisition vehicle: French incorporation alone does not end the analysis if the ultimate controller is outside the permitted European perimeter.

Map the complete ownership and control chain before deciding that an EU subsidiary is the investor. Identify each shareholder, voting-rights holder, general partner, trustee where relevant, fund manager, concert party and person able to appoint directors or otherwise control decisions. The concept of control is connected to Article L. 233-3 of the Commercial Code and, for some operations, to Article L. 430-1 of the Commercial Code. A share percentage is only one part of the analysis. Voting agreements, veto rights, board appointment rights and an indirect chain can change the answer.

The second filter is the operation. Article R. 151-2 of the Monetary and Financial Code identifies several routes into the regime. They include acquiring control of a French entity, acquiring control of a branch or establishment registered in France, acquiring all or part of a branch of activity in France, crossing 25% of the voting rights of a French entity, and crossing 10% of the voting rights of a French company whose shares are admitted to trading on a regulated market in the circumstances covered by the current text. An acquisition of shares is therefore not the only transaction to review. An asset deal can be within scope where it transfers a French branch of activity; a minority deal can be relevant where a statutory voting threshold is crossed.

The 10% listed-company rule deserves special attention. Decree No. 2026-718 of 30 July 2026 and the associated market-listing order changed the practical risk for non-European investors. The decree states: Le présent décret s’applique à compter du onzième jour ouvré suivant sa publication. The text therefore became applicable on 17 August 2026, after its publication in the Journal officiel. The new rule is not a universal approval requirement for every purchase of 10% of every French company. It applies to the listed-company category and must be read with the investor, market and sensitive-activity conditions in the Code. The 30 July 2026 order identifies the regulated markets relevant to the special route, including specified European and third-country markets.

European nationality does not create a safe harbour for an entity controlled from outside the European Union or European Economic Area. Conversely, an EU or EEA acquisition vehicle may benefit from the specific rules applying to the 25% and 10% thresholds if its ownership and control genuinely fall within the applicable European conditions. The file should show why the vehicle qualifies, rather than merely attach a certificate of incorporation. If a fund has non-European limited partners but is managed and controlled in Europe, the facts must be assessed under the Code and the implementing provisions. The answer depends on control and the statutory route, not on a marketing label such as “European fund”.

The third filter is the French activity. Article R. 151-3 of the Monetary and Financial Code lists activities considered sensitive for the purpose of the IEF regime. The list covers activities connected with the exercise of public authority and areas affecting national defence, public security, public order, essential goods and services, energy, water, transport, communications, critical infrastructure, public health, food security, media, data and specified technologies. It also contains detailed categories for research, development, production and commercialisation. The wording and subcategories matter. A broad sector heading is not enough to determine whether the target performs the listed activity in France.

Ask what the French business actually does, where it does it, which customers or public bodies depend on it, which data or technology it controls, and which contracts or authorisations it holds. A French subsidiary can be within scope even if its foreign parent performs most research abroad. A small French establishment can be relevant if it operates the sensitive service, holds the French customer contracts or maintains the technology that supports an essential function. The analysis must distinguish the target’s registered corporate purpose from its factual business. The object in the articles of association, the Kbis—the official extract of a company’s registration information—and the RNE, the National Business Register, are useful evidence, but they do not replace an operational description.

The statutory rule in Article L. 151-3 of the Monetary and Financial Code opens with the words Sont soumis à autorisation préalable du ministre chargé de l’économie. In English, the law places qualifying foreign investments in a French activity under the Minister’s prior-approval power. The approval is a national-security and public-interest control; it is not a general review of whether the buyer is commercially desirable. It can nevertheless require detailed information about the investor, its sources of funding, its governance, its future strategy and the safeguards proposed for the French activity.

Do not combine IEF with other regulatory tests. A transaction may require a filing with the French Competition Authority or the European Commission under merger-control rules if turnover thresholds are met. A bank, insurance business, transport operator, health establishment, media publisher or defence contractor may need a sector authorisation. A foreign buyer may also need to assess foreign-subsidy rules, export controls, sanctions, data protection and national-security restrictions. IEF approval does not replace those approvals, and the absence of an IEF filing does not answer them.

The historical case law explains why the activity must be analysed concretely. In Conseil d’État, 23 October 1981, No. 23994, the court considered whether an expansion of a foreign-controlled company’s business was an investment requiring prior approval under the then-applicable regime. Its official summary states that Le juge administratif exerce un contrôle normal over the minister’s decision to submit the operation to authorisation rather than a declaration. The case is historical, but it illustrates two points that remain useful: a change in the French business can be legally significant, and an administrative classification can be challenged on evidence and law.

If the answer is uncertain, use the prior activity-examination route before the signing timetable becomes critical. Article R. 151-4 of the Monetary and Financial Code permits the target or the investor to ask the Minister whether the target’s activity falls within the sensitive categories. The Minister has two months to respond. A well-prepared request should describe the actual French activities, products, customers, data, technology, licences, public-sector exposure and revenue lines. A vague question about “the company” can produce an answer that is too narrow to support a closing decision.

A buyer should also distinguish an informational request from an approval application. The prior activity examination asks whether the activity is in scope. If it is, the parties still need to determine whether the proposed operation is within the regulated investment routes and then file the appropriate application or notification. A negative answer based on incomplete facts should not be treated as a permanent clearance for a later acquisition with a different percentage, voting agreement, target activity or ultimate investor.

B. Which sectors and acquisitions must be screened before signing?

Screening should start during due diligence and before the share-purchase agreement is signed. The target’s management questionnaire should contain a dedicated IEF section rather than a single question asking whether “regulatory approvals” are required. Request a description of every French site and establishment, the revenue attributable to each activity, the identity of public or strategic customers, licences and concessions, government contracts, critical suppliers, technology classifications, research programmes, cybersecurity arrangements, personal or strategic data sets, and any activity performed for energy, transport, communications, health, defence or public-security clients.

Read the commercial contracts as well as the corporate records. A business that calls itself a general software provider may run a platform used for a critical infrastructure operator. A manufacturer may produce an ordinary component as well as a controlled dual-use item. A medical technology company may hold access to sensitive health data. A media group may own a regulated publication or audiovisual service. A logistics company may operate infrastructure that is more sensitive than its group presentation suggests. The question is whether the French activity fits the statutory descriptions in Article R. 151-3, not whether the target’s website uses a sensitive-sector label.

The transaction perimeter must be tested against the buyer’s intended rights after closing. A buyer acquiring 30% of the shares may cross the 25% voting-rights threshold even if it does not hold a majority of the share capital. A buyer acquiring 9% now and an additional 2% through an option, convertible instrument or concerted arrangement may need to analyse the combined effect. A buyer purchasing a French subsidiary may acquire control indirectly even where the immediate seller is a French holding company. A buyer purchasing only a division may acquire a branch of activity located in France. The contract should identify all instruments, completion steps and side agreements, not just the headline share percentage.

Control is also a governance question. Check whether the buyer will appoint the president of an SAS, the managing director of an SA, the manager of an SARL, a majority of board members or a committee with decisive powers. An SAS is a société par actions simplifiée, a flexible French joint-stock company; an SARL is a société à responsabilité limitée, a limited-liability company; and an SA is a société anonyme, broadly comparable to a public limited company. The legal form does not decide IEF, but its governance provisions can prove that control has changed before or after the share transfer.

For a listed target, calculate voting rights on the correct basis and identify the market on which the shares are admitted. The 2026 reform creates a time-sensitive distinction between a 10% listed-company transaction and an ordinary acquisition of control or 25% of an unlisted entity. Obtain the target’s capital table, voting-rights table, treasury-share position, voting instruments and any concert-party disclosure. Ask whether the investor will acquire through several entities or accounts. A filing made for one vehicle may not describe the actual chain that acquires the voting rights.

Some deals are screened even though the buyer says it will not change operations. The legal trigger is the investment in a French activity, not a promise to leave the management team in place. A passive minority investor can have contractual rights that influence governance, information access or strategic decisions. A private-equity fund may rely on a management package, preferred shares or reserved matters. Those rights should be described transparently. The Minister can assess the whole operation, including the investor’s capacity to obtain sensitive information and the intended ownership chain.

The parties should create a written “scope memo” with four conclusions: the identified investor and ultimate controller; the operation route under Article R. 151-2; the French activities potentially listed in Article R. 151-3; and the decision whether to request a prior activity examination, file for approval, use the listed-company notification route or document why the transaction is outside scope. Attach an evidence schedule. This memo is valuable if the transaction is later reviewed by the Minister, a lender, a competition authority, a board, an auditor or a court.

Case law shows why origin of funds and the investor’s background cannot be omitted. In Conseil d’État, 15 April 1996, No. 160550, concerning a foreign investment under the former regime, the official summary records that the Minister could consider the investor’s conduct and l’origine des fonds devant servir à le financer. The modern IEF file is structured differently, but the practical lesson remains direct: identify the person or entity behind the investment, explain the funding chain and answer requests for information. An unexplained acquisition vehicle or opaque financing route can delay a file and make safeguards harder to negotiate.

European law also explains the emphasis on a specific, knowable activity. In Conseil d’État, 8 December 2000, No. 181533, following the Court of Justice reference in the Church of Scientology litigation, the Conseil d’État held that the former rules were unlawful because they did not identify les circonstances spécifiques dans lesquelles une autorisation préalable à la réalisation en France d’investissements étrangers directs est nécessaire. The current legislation contains a detailed investor, operation and activity framework. A modern buyer should still insist that the scope conclusion is tied to specific facts rather than a general assertion that the sector is strategic.

Signing before the scope question is resolved can create a serious gap. The agreement may become binding while the parties still do not know whether the Minister can require conditions, oppose the operation or request a second-phase review. Use a condition precedent for the required IEF approval or for a written conclusion that no approval is required. State whether the buyer may refuse to close if approval is conditional, whether the seller must assist with a filing, who bears the cost of remedies, and what happens if the Minister requests additional information. Include a long-stop date long enough for the statutory timetable, with extension rights if the file is incomplete or a second phase begins.

The agreement should also protect against a change in the target’s activity between signing and closing. A new public contract, acquisition of a sensitive business, transfer of a data set, change in customer profile or restructuring of the French branch can alter the scope analysis. Add covenants preventing material changes without the buyer’s and, where appropriate, the Minister’s consent. Keep the disclosure schedule current. If the target adds a sensitive activity, the parties should revisit the prior activity examination and the approval filing before completion.

II. How should a foreign buyer file, close and respond to a refusal?

A. What documents and timetable apply to a French IEF filing?

The application is submitted through the French Treasury’s IEF platform, the online filing channel for foreign-investment screening. The official Treasury filing guidance directs applicants to the Plateforme IEF and identifies the dedicated Treasury contact route if the platform is unavailable. The filing should be made by the person or entity authorised under the Code and the implementing order. A foreign buyer should appoint one project lead, one French legal contact and one person able to answer ownership and funding questions quickly. Fragmented submissions from the buyer, seller and advisers create avoidable inconsistencies.

Article R. 151-5 of the Monetary and Financial Code allows the application to be made by the investor, a member of the investor’s chain or the target, depending on the operation. Its structure also accommodates the prior notification route for certain 10% acquisitions in listed French companies. The listed-company route is not a shortcut to ignore screening. It is a notification mechanism under which the Minister may oppose the operation within the applicable period. No opposition within the relevant ten working days may permit the statutory exemption in the conditions provided by the text, but the parties must establish that every condition for that route is satisfied before relying on it.

For an ordinary approval file, build the documents in five folders. The first is the investor folder: incorporation documents, articles, registers, organisational chart, ultimate beneficial owner information, directors, shareholders, regulated-status information, business activities and a clear explanation of each entity in the chain. Explain every intermediate holding company and the rights that connect it to the ultimate controller. If a fund is involved, describe the fund, general partner, manager, controlling persons and co-investment arrangements.

The second is the funding folder. Include the purchase price, debt and equity sources, commitment letters, bank evidence where requested, expected transfers, shareholder loans, earn-out mechanics and any financing condition. A simple statement that the buyer is “well funded” is not a substitute for a traceable source-of-funds narrative. The third is the operation folder: signed or near-final transaction documents, share or asset perimeter, percentage before and after closing, voting rights, governance changes, timetable, conditions precedent and any other regulatory filings.

The fourth is the target-activity folder. Describe the French products and services, sites, employees, clients, public contracts, licences, suppliers, technology, intellectual property, data, research programmes, critical infrastructure links and geographic footprint. State which part of the business is in France and why it falls within or outside each potentially relevant item of Article R. 151-3. Include an organisation chart showing which team controls the relevant technology or data. If the target is part of a group, explain what remains in France after closing and what will be transferred abroad.

The fifth is the safeguards and representation folder. Identify the person authorised to represent the investor and the target. Attach the power of attorney or corporate authority where required. Propose practical measures if the transaction raises security or continuity concerns: ring-fencing, access controls, French governance, continuity of supply, protection of know-how, notification protocols, limits on onward transfer and reporting. These proposals should be operational and capable of being monitored. A generic promise to “respect French law” does not explain how the sensitive activity will be protected.

The implementing order provides the detail of the information and supporting documents expected in an IEF file. Article R. 151-16 of the Monetary and Financial Code addresses the information required by the order, electronic transmission and international cooperation. The official Treasury dossier guidance also asks for information on the operation’s amount, strategy, funding, timetable, other filings, intellectual property, target markets and clients. Use consistent names, dates, percentages and translations across every document. A contradiction between the share-purchase agreement and the filing can prompt questions at the moment when the timetable is already under pressure.

The statutory timetable has two main stages. The French Treasury describes a first phase of up to 30 working days after a complete file. The Minister may determine that the investment is outside scope, authorise it, or decide that a more detailed review is needed. The second phase can last up to 45 additional working days. The official Treasury overview of IEF explains the 30-working-day and 45-working-day periods and warns that silence is treated as a rejection under the applicable procedure. The clock should therefore be planned from a complete-file date, not the date on which an incomplete form was first uploaded.

Article R. 151-6 of the Monetary and Financial Code provides the regulatory timetable. A transaction document should contain a filing calendar with: internal scope sign-off; prior activity examination if needed; first submission; expected completeness questions; phase-one expiry; possible phase-two start; final approval; closing; and the post-completion declaration. If the transaction also needs merger clearance, foreign-subsidy review or sector approval, put each clock on the same calendar. Approval under one regime is not deemed approval under another.

The EU cooperation mechanism should be considered in cross-border deals. The French authority may share information with other Member States under the European framework for screening foreign direct investments. The official Treasury guidance indicates that an investment chain involving a third-country entity can be notified to the European network. The buyer should therefore avoid assuming that a French filing is an isolated national conversation. Explain the investor’s activities in other Member States, parallel filings, public contracts and sensitive assets where relevant. Consistent disclosures reduce the risk that authorities receive different descriptions of the same acquisition.

Draft the conditions precedent around the legal effect of approval. The agreement should say whether approval must be unconditional, whether the buyer may accept reasonable conditions, and which conditions are commercially unacceptable. A condition relating to governance or access to technology may affect the business plan more than a modest reporting obligation. Set a process for negotiating proposed commitments, define the buyer’s right to terminate if conditions materially reduce value, and allocate any break fee or deposit consequences. The seller should have an express duty to provide documents, make personnel available and keep the target’s activity stable.

Completion mechanics should prevent an accidental closing. Use an escrow or notary-style closing checklist that requires the IEF decision or evidence of the applicable notification outcome, together with all other required regulatory clearances. Do not release the purchase price, transfer voting rights, appoint the new governing body or grant operational control before the condition has been satisfied. If the parties use a staged investment, test each stage separately: signing, subscription, conversion, voting-rights acquisition, board appointment and final completion may have different consequences under Article R. 151-2.

B. What happens after an unauthorized closing, conditional approval or refusal?

An approval may be granted without conditions or subject to commitments. Article R. 151-8 of the Monetary and Financial Code identifies the types of conditions that can protect national interests. They may concern the continuity of the French activity, security of supply, protection of know-how, governance, access to information, research or the separation of a sensitive activity into an approved structure. A condition should be translated into an implementation plan with an owner, deadline, evidence and reporting path. A board resolution or a contractual promise is not enough if the condition requires technical access controls or operational separation.

The French Treasury can monitor performance after approval. If the business plan changes, a new acquisition is made, the ultimate controller changes, a sensitive contract is transferred or the target’s activity expands, ask whether the approval must be revisited. Article R. 151-9 of the Monetary and Financial Code provides the framework for changing conditions. Maintain a compliance file containing the approval, the final transaction documents, the completion declaration, evidence of each safeguard, reports sent to the authority and records of changes. This is especially important for a foreign parent whose French board and operational team may change after closing.

If the Minister considers the proposed conditions insufficient, the investment may be refused. Article R. 151-10 of the Monetary and Financial Code provides that the Minister refuses by a reasoned decision where the conditions do not, by themselves, preserve the national interests identified by the law. The provision also refers to factors such as links with a foreign government, serious criminal conduct, convictions and sanctions. The buyer should treat a request about ownership, sanctions, funding or governance as a substantive part of the review, not as a clerical formality.

A refusal creates a transaction and litigation problem. First, preserve the decision, the complete file, correspondence and the chronology of submissions. Second, compare the reasons with the facts: the authority may have misunderstood control, the activity, the voting rights, the funding or a proposed safeguard. Third, review the share-purchase agreement’s termination, deposit, exclusivity, confidentiality and dispute provisions. Fourth, obtain advice on an administrative challenge and on whether a revised structure or safeguard package can address the objection. Do not close on the theory that the refusal is only an administrative opinion. The agreement should make clear that completion without required approval is prohibited.

Unauthorized completion can lead to several distinct consequences. Article L. 151-3-1 of the Monetary and Financial Code permits the Minister to require regularisation, modification or unwinding and to take protective measures. The text allows the Minister to request observations within a specified period, generally 15 days except where urgency affects the procedure. Depending on the case, measures may concern the investment, voting rights, dividends, assets or the appointment of a representative. The buyer should not wait for a formal injunction before offering a plan to restore compliance.

Financial sanctions can be substantial. Article L. 151-3-2 of the Monetary and Financial Code provides a fine whose ceiling may be the highest of twice the amount of the irregular investment, 10% of the annual pre-tax turnover achieved by the target company in the activity concerned, five million euros for a legal person, or one million euros for an individual. The exact application depends on the facts and the statutory conditions, but the ceiling shows why a transaction should not be allowed to close while the IEF question remains unresolved. Budget the risk for the buyer, target, seller and individuals who authorised completion.

Contractual clauses can also be affected. Article L. 151-4 of the Monetary and Financial Code provides that a commitment, agreement or contractual provision directly or indirectly making an unauthorised foreign investment is void. This is not merely a right for the Minister to delay closing. It can undermine the contractual mechanism on which the parties relied. A condition precedent, a prohibition on premature transfer and an express long-stop process are therefore legal-risk controls, not boilerplate drafting.

The authority can demand information. Article L. 151-5 of the Monetary and Financial Code requires the investor and target to provide the documents and information requested for the screening. Reply with a controlled data room, an index, a factual narrative and a table answering every question. Identify privileged material and propose a lawful way to provide the substance without disclosing protected communications. Never answer an ownership question with a partial chart that omits a controlling person, an intermediate vehicle or a voting agreement.

After the investment is completed, file the required declaration of completion. Article R. 151-11 of the Monetary and Financial Code addresses the declaration that the authorised investment has been realised. The filing should match the approved operation. If the purchase price, buyer, percentage, governance rights, target activity or closing sequence changed, do not assume that the original approval covers the changed transaction. Ask whether a new application, amendment, notification or explanation is required before the final step is taken.

The historical decisions remain useful when considering a challenge. The official reasoning in No. 160550 shows that the Conseil d’État examined the investor’s conduct and the origin of funds when reviewing a ministerial refusal under the former system. The official decision in No. 23994 confirms that the court examines the classification of an operation and applies a normal level of review in the context described by the decision. In No. 181533, the court applied the European-law requirement that the circumstances requiring prior approval be identifiable. These cases do not replace the current Code, but they help frame a challenge based on an incorrect legal category, incomplete reasoning or facts that the authority misunderstood.

A challenge should be prepared with a complete administrative record. Assemble the filed form, every annex, proof of submission, completeness correspondence, questions and answers, meeting notes, the ministerial decision, evidence of the target’s actual activity and the transaction documents in the exact versions sent. If the challenge concerns a condition, identify the condition that is unnecessary, disproportionate or based on a factual error, then offer a narrower alternative. If it concerns a refusal, explain why the proposed safeguards preserve the relevant interest and why the reasons do not justify blocking the operation. The French administrative procedure may have strict deadlines, so review the decision’s notification date immediately.

Foreign buyers should plan the post-closing governance model before filing. Name the French compliance owner, establish a register of IEF obligations, define who can approve a sensitive data transfer, and require board reporting on each condition. When the French company has a président, gérant or managing director appointed from abroad, give that person a written map of the approval, notification and reporting duties. Explain the difference between the greffe, the registry office attached to the commercial court, the RCS, the Trade and Companies Register, and the BODACC, the official bulletin for certain commercial notices. Those company-registration concepts are separate from the IEF platform and the Treasury’s screening decision.

A lender and an insurer may also require evidence of IEF compliance. Give them the scope memo, approval or no-approval conclusion, filing receipt, conditions matrix and closing certificate, subject to confidentiality. If the transaction is financed by a foreign parent, ensure that the loan documents do not give the lender rights that alter control or access to a sensitive activity. If a seller keeps a minority stake, check whether reserved matters, veto rights or information rights create a separate threshold or affect the analysis. The legal answer should reflect the deal as signed, not the simplified diagram used in a presentation.

Finally, prepare for a failed transaction. The buyer should know who may recover the filing costs, whether the seller must return a deposit, whether an alternative purchaser is permitted, and how confidential technical information is destroyed or returned. The target should know whether an interim safeguard must continue after termination. The seller should know whether the buyer can rely on a refusal or a regulatory delay to exit. These provisions do not guarantee approval, but they prevent an unresolved screening question from becoming an unallocated dispute between the parties.

Conclusion

A non-EU buyer does not need a blanket licence to do business in France, but it may need prior IEF approval before acquiring a French company. The decisive analysis has three limbs: who controls the investor, what operation will be completed, and what activity the French target actually performs. The current rules cover control, branches, the 25% voting-rights threshold and the 10% listed-company route introduced for qualifying non-European investments from 17 August 2026. The result cannot be determined from the target’s name, its Kbis or a broad sector description alone.

Before signing, create the investor-chain chart, test every acquisition step, map the French activity to Article R. 151-3, and use the prior activity-examination route where the facts are uncertain. Before closing, submit a complete and consistent file, align IEF with merger and sector approvals, and make approval or the applicable notification outcome a genuine condition of completion. After closing, preserve the approval record, file the realisation declaration, implement every condition and revisit the analysis whenever control, funding, governance or activity changes.

The safest transaction document is therefore not the one with the shortest regulatory schedule. It is the one that identifies the exact French activity, gives the authority a verifiable ownership and funding story, leaves enough time for 30 and potentially 45 additional working days, and prevents the parties from transferring control before the legal condition is satisfied. If a refusal or enforcement measure arrives, respond through the documented administrative and contractual record, not through an improvised closing or an incomplete explanation.

Official sources consulted: the current Monetary and Financial Code provisions on foreign investments, the French Treasury filing guidance, the Conseil d’État economic-action guide, and the official decisions linked in the body. For context on the choice of French vehicle and the surrounding formation steps, see our French company-law and business-formation hub and the related guide on branch or subsidiary structures in France.

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Source : Cour de cassation – Base Open Data « Judilibre » & « Légifrance ».

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