A foreign investor looking at a French company may assume that the exchange where the target is listed is only a capital-markets detail. It is not. For certain sensitive activities, the exchange can determine whether a non-European investor crossing 10% of the voting rights must use the French foreign-investment screening procedure. The French framework changed in 2026: a decree now defines the relevant regulated-market concept, while an order identifies the third-country markets that France will treat as meeting that definition. The named list includes London, Zurich, Toronto, Singapore, Japan and South Korea, alongside European markets identified through the European securities framework.

This is a practical guide to that market-list question for a founder, fund, corporate buyer or group acquiring shares in a French company. It does not say that every purchase on one of these exchanges automatically requires clearance. The investor, the operation and the target activity must still be tested together. The relevant rules sit mainly in the French Code monétaire et financier, or CMF (the Monetary and Financial Code), and are administered by the French Treasury, commonly referred to in this context as the DGT, the Directorate General of the Treasury. The objective is to identify the correct route before signing or completing a transaction, preserve a reliable corporate record and avoid treating a market name as a substitute for legal analysis. For the wider company-formation and operating sequence, see our English guide to doing business in France. For the broader 10% authorisation framework, see our general overview of foreign investment in a French listed company; this article adds the named-market and evidence checklist.

I. Which foreign stock markets now trigger French investment screening?

A. Which six third-country exchanges are expressly listed?

The starting point is the Article 1 of Decree no. 2026-718 of 30 July 2026. That provision completed Article R. 151-2 of the CMF by stating that a regulated market is a market meeting the definition in the first sentence of Article L. 421-1, with the list fixed by an order of the Minister for the Economy. This matters because the 10% route is not written around every trading venue, alternative system or over-the-counter quotation. It refers to a regulated market.

The implementing text is Article 1 of the Order of 30 July 2026 on foreign investments in France. Its new Article 5-1 first refers to markets in European Union Member States or European Economic Area states appearing on the list kept by ESMA, the European Securities and Markets Authority. It then includes third-country markets covered by a European Commission equivalence decision under the European financial-markets directive. Finally, it names six markets. The official wording begins: “Les marchés réglementés mentionnés au 4° de l’article R. 151-2 du code monétaire et financier sont”. The practical third-country list is:

Country	Named regulated market	What a transaction team should verify
United Kingdom	London Stock Exchange	The exact issuer listing and market segment, not merely a quotation visible through a UK broker.
Switzerland	SIX Swiss Exchange	The admission venue and the status of the relevant line of shares on SIX.
Canada	Toronto Stock Exchange	Whether the target is on the Toronto Stock Exchange named by the order, rather than another Canadian venue.
Singapore	Singapore Exchange	The precise exchange and admission category recorded for the issuer.
Japan	Japan Exchange	The exchange group and the relevant regulated listing; a trading application alone is not enough.
South Korea	Korea Exchange	The listed line and market status shown in the official exchange documentation.

The names in the table should be treated as legal labels, not marketing descriptions. A group may operate several venues. A company may be quoted on an electronic platform, an alternative market or an over-the-counter service that uses a familiar national brand. A term sheet that says only “listed in London” leaves an important question unanswered: is the issuer admitted to the London Stock Exchange market that falls within the statutory reference? The same issue arises where a Japanese or Korean group presents a listing through a consolidated exchange website without identifying the legal market and segment.

For that reason, the transaction file should retain the issuer page, the exchange admission record, the market rule or classification relied upon, and the date on which the status was checked. The evidence should identify the legal issuer, the securities concerned, the market operator and the segment. If a broker screen, data vendor or investment bank uses a shorter label, it should be matched to the exchange’s own record. The result should be expressed in a sentence that another lawyer can audit: “The target’s ordinary voting shares are admitted to trading on [named market and segment], which is [the market named in Article 5-1 / an EU or EEA market on the ESMA list / a third-country market covered by a Commission equivalence decision].”

The legal definition explains why this documentary discipline matters. Article L. 421-1 of the CMF describes a regulated financial-instruments market as “Un marché réglementé d’instruments financiers est un système multilatéral”. The provision continues by requiring a system that brings together multiple buying and selling interests under non-discretionary rules and leads to contracts for admitted financial instruments. In other words, a familiar exchange name is an important clue, but the operative question remains the legal status of the particular market and securities.

The 2026 texts also have a defined starting date. Article 2 of the decree provides: “Le présent décret s’applique à compter du onzième jour ouvré suivant sa publication.” The full text of the 30 July 2026 order and its Article 3 contain the corresponding application rule for the list. A transaction launched before the new rule should therefore be dated carefully, rather than assessed only by looking at the signing date or the date on which a bank first discussed the project.

There is also a useful distinction between a named market and an equivalence route. The order does not limit the analysis to the six countries. It includes EU and EEA markets appearing on the ESMA list, and third-country markets for which the European Commission has adopted an equivalence decision under Article 25(4)(a) of Directive 2014/65/EU. A market outside the six named countries is not automatically outside the framework. The legal team must check whether the relevant market fits one of those other categories and preserve the source of that conclusion. Conversely, the appearance of a country in a financial-market database does not, by itself, prove that every market in that country has the required status.

B. When does the exchange list actually matter?

The market list is one element in a cumulative analysis. First, the purchaser must be an investor covered by the French rules. Article R. 151-1 of the CMF includes a foreign national, a French national who is not domiciled in France for French tax purposes, a foreign-law entity and a French-law entity controlled by one or more of those persons or entities. The wording says that such a person or entity “constitue un investisseur au sens du présent chapitre”. A fund incorporated in a third country, a foreign parent acquiring through a French subsidiary and a non-resident individual founder can therefore require different chain-of-control work, even when the economic buyer is described informally as the same group.

Second, the proposed operation must fit one of the categories in Article R. 151-2 of the CMF. The familiar 10% test concerns the direct or indirect, solo or concerted crossing of 10% of the voting rights in a French-law company whose shares are admitted to trading on a regulated market. The article uses the words “franchir, directement ou indirectement, seul ou de concert”. The arithmetic must therefore be based on voting rights, not simply the percentage of cash invested, the number of shares shown on a cap table or the percentage of economic entitlement after a financing.

The same article contains other routes that are not replaced by the 2026 market list. Acquiring control of a French entity or a French establishment, acquiring all or part of a French business line, and crossing 25% of the voting rights in a French entity can each raise a separate question. A buyer below 10% on a named market cannot assume that it is safe if it is also acquiring control through contractual rights, board appointment rights, a concert arrangement or another route. The market-list exercise is not a general exemption certificate.

Third, the French target must exercise an activity falling within the sensitive sectors defined by the legislation and regulation. Article L. 151-3 of the CMF states that certain foreign investments are subject to the prior authorisation of the Minister for the Economy. Its opening wording is: “Sont soumis à autorisation préalable du ministre chargé de l’économie”. The article refers to activities that participate in the exercise of public authority or may affect public order, public security or national defence, with the regulatory provisions identifying the relevant activities in more detail. The sector analysis should cover the target’s actual activity, subsidiaries, research, data, infrastructure, customers and contracts, not only the NAF code, the French activity classification recorded in a filing.

This is why the correct answer to “Does the London Stock Exchange trigger French screening?” is conditional. The answer may be yes if a covered foreign investor is crossing the statutory voting threshold in a French company whose sensitive activity falls within the scope of the regime. It may be no if the target has no sensitive activity and no other screening route applies. It may require a different analysis if the purchaser acquires control, crosses 25% or acts together with another shareholder. The exchange name tells the team which 10% market test to investigate; it does not complete the investigation.

The European exemption must also be handled precisely. Article R. 151-2 excludes its third and fourth categories for certain individuals who are nationals and residents of qualifying European Union or European Economic Area states, and for entities whose entire control chain meets the statutory conditions. A company with a European brand is not necessarily an exempt European investor. A UK, Swiss, Canadian, Singaporean, Japanese or Korean parent should be analysed by its actual legal nationality, residence and control chain. A French holding company controlled from outside the relevant European perimeter may remain within the regime.

Finally, the parties should distinguish the market-list date from the company’s own corporate dates. The exchange can confirm the listing status on the day of the proposed crossing, but the percentage can change through a capital increase, a buyback, a conversion, a tender offer, a concert agreement or the exercise of voting rights attached to different classes of securities. The file should record the fully diluted and current voting-rights calculations separately and identify the transaction step that crosses the threshold. That record is more useful than a single sentence in a board presentation saying “listed company, 10% rule checked”.

II. How should a foreign investor verify and close the operation?

A. What should be checked before the 10% threshold?

A reliable transaction process begins before the buyer signs a binding offer. The parties should make the market classification a short written workstream with an owner, a source list and a decision date. The following checklist is designed for a foreign founder, company or fund that is considering a minority investment in a French business, including a target whose shares are traded on one of the six named exchanges.

1. Identify the legal investor. Record the purchaser’s registered name, jurisdiction, legal form, registration number, tax residence where relevant and ultimate beneficial owners. Draw the complete control chain to the natural persons or public entities at the top. Do not rely on the name of a private-equity fund, the location of the acquisition vehicle or the nationality of the deal team. The analysis under Article R. 151-1 follows the legal entity and its control relationships.
2. Identify the French target. Obtain the target’s SIREN, the nine-digit French business identifier, its registered name, its registered office and its extract from the RNE, the national register of businesses. Where the target is registered in the commercial register, obtain a current Kbis: this is the official extract issued through the competent commercial court registry, known as the greffe. The Kbis is evidence of registration and corporate particulars; it is not proof that the target’s activity is outside sensitive sectors. Compare the Kbis, articles of association, business plan and operational reality.
3. Identify the exact market and security. Save the exchange’s official issuer page, the admission or listing notice and the market segment. For London, SIX, Toronto, Singapore, Japan Exchange or Korea Exchange, write the exact legal name used by the exchange and the order. Confirm that the voting shares being acquired are the securities admitted to the relevant regulated market. A depositary receipt, a secondary quotation, a bond listing or a private trade may have a different legal character from the ordinary voting shares.
4. Check the European and equivalence alternatives. If the market is not one of the six names, check the ESMA list for the relevant EU or EEA market and the European Commission’s equivalence decisions for third-country markets. Keep a dated PDF, link or official extract in the file. A data-room screenshot without a market classification, date or source should be treated as an initial lead, not as the final legal record.
5. Calculate voting rights, not just ownership. Prepare a table showing current rights, rights acquired at signing, rights acquired at completion, rights held by controlled entities and rights held in concert. Test warrants, options, convertible instruments, voting agreements, usufructs, preferred shares and any shareholder arrangement that affects the result. The 10% threshold can be crossed directly or indirectly and alone or in concert. The same table should show the position immediately before and immediately after each closing step.
6. Map the target’s activities. Ask management for a plain-English description of each revenue line, customer group, research programme, data set, infrastructure asset, licence, government contract and strategic supplier. Compare that description with Article R. 151-3 and the other current screening provisions. A business may have a non-sensitive headline product and a sensitive subsidiary, technology, service or infrastructure activity. The analysis should identify which French entity performs the activity and which entity’s shares are being acquired.
7. Separate market risk from sector risk. Prepare two conclusions rather than one. The first should answer whether the target’s securities are traded on a market covered by Article R. 151-2 and the 2026 order. The second should answer whether the target’s activity is sensitive. This prevents a common error: concluding “no regulated-market issue” and silently treating that statement as “no foreign-investment screening issue”. Control, a branch acquisition and the 25% route remain relevant even when the named-market threshold is not.
8. Decide whether preliminary contact is useful. If the target’s activity, control chain or market status is uncertain, prepare a short factual memorandum for the French Treasury. It should identify the investor, the target, the contemplated percentage, the exact exchange and segment, the activity and the proposed timetable. A focused question is more useful than a generic request for comfort. The parties should also decide whether the transaction documents can preserve flexibility if the authority classifies the operation differently.
9. Select the filing route. For the 10% listed-company category, Article R. 151-5 of the CMF should be read with the current facts. It provides the procedural framework under which the relevant investor may use the prior-notification route for the listed-company threshold, subject to the statutory conditions and the absence of opposition within the prescribed period. The notification is not a post-closing courtesy. It must be timed before the threshold is crossed. If the facts do not fit that route, prepare a full authorisation request instead.
10. Build the dossier around the official questions. The French Treasury’s dossier-composition guidance asks for information about the investor and its control chain, the target’s identity, activities, employees, turnover, results, customers, markets, competitors, intellectual property, financing and project. A foreign founder should prepare an English working file but identify the documents that must be filed in French or accompanied by a suitable translation. The dossier should be internally consistent: the ownership chart, voting calculation, commercial plan and source-of-funds description must describe the same transaction.
11. Use the statutory timetable in the transaction schedule. The official Treasury filing guidance explains the filing route and the possibility of an additional examination. For a full authorisation request, Article R. 151-6 provides a first period of thirty working days and, where further examination is needed, a further period of forty-five working days. The article says: “Dans un délai de trente jours ouvrés à compter de la date de réception d’une demande d’autorisation”. It also states that silence at the relevant stages is treated as rejection. The long-stop date, financing availability, seller warranties and break-fee provisions should reflect that risk.
12. Make completion conditional on the correct event. The contract should distinguish a filing, a no-opposition notification, a written authorisation, an authorisation without conditions and an authorisation with conditions. It should identify who files, who supplies information, who answers follow-up questions and who bears the cost of a remedy. A buyer should not treat the submission receipt as permission to complete if the legally relevant event is a no-opposition period or an express authorisation. The closing checklist should require the evidence, not a verbal confirmation.
13. Plan the post-closing declaration. Article R. 151-11 of the CMF provides that completion of an authorised investment gives rise to a declaration under conditions set by the Minister for the Economy. Its text states: “La réalisation d’une opération d’investissement autorisée sur le fondement du présent chapitre donne lieu à déclaration”. The person responsible for the filing, the completion date, the final percentage and the final control chain should be assigned before closing. The post-closing obligation belongs in the corporate compliance calendar, not in an informal email folder.

This checklist also protects the French company’s ordinary administration. The Kbis, the RNE extract, the shareholder register, voting-rights notices, exchange evidence and IEF documents should tell one consistent story. If the company later needs to open a corporate bank account, appoint a director, file a change with the registry or explain its ownership to a lender, inconsistent records can create a second problem unrelated to the original screening question. The legal team should therefore retain both the market-status evidence and the version of the voting table used for the filing.

The same discipline applies to a transaction that is described as a “small strategic stake”. A 10% voting threshold can be reached through several steps, and an investor may obtain influence before it owns 10% of the share capital. The parties should ask whether a shareholders’ agreement, board observer right, veto, information right or coordinated acquisition changes the control analysis. Those rights may not produce a simple percentage on the cap table, but they can change the factual picture presented to the authority and the company’s other shareholders.

B. How should approvals, proxies and the closing contract be secured?

A market-screening filing does not replace French corporate approvals. The acquisition still has to be authorised, documented and completed under the target’s articles of association, shareholder arrangements and applicable company law. This is particularly important when the foreign investor’s shareholders or directors are outside France and the signing package is assembled through a group headquarters, a fund administrator or a local adviser.

The first question is who has the power to approve the investment and who may sign for each shareholder or company. The answer should be supported by the articles, current corporate extracts, board or shareholder resolutions, delegation documents and the signature policy of the relevant entity. A power of attorney should identify the principal, the agent, the meeting or transaction, the resolutions and any limit on settlement authority. A general mandate to manage assets should not be assumed to authorise a special vote in a French company.

The point is illustrated by Cour de cassation, Commercial Chamber, 29 November 1994, no. 93-11.375. The decision explains that a mandate given by a shareholder to another shareholder for general meetings is personal and special; the official text says that it “est personnel” and “est spécial”. The court treated the mandate as personal because the appointed representative could not simply substitute a third party, and as special because it had to relate to one meeting and its agenda unless an express exception applied. A foreign fund should therefore check the entire delegation chain, not only the signature appearing on the final PDF.

The second question is whether every person whose vote or participation is required has been brought into the process. In Cour de cassation, Commercial Chamber, 9 July 2013, no. 11-27.235, the court applied Article 1844 of the Civil Code and stated: “tout associé a le droit de participer aux décisions collectives et de voter”. The case concerned an exclusion decision and a contrary statutory provision. Its practical lesson for an international closing is straightforward: an overseas shareholder is not made irrelevant by distance, a time-zone problem or a difficult signing workflow. The notice, access to the decision, voting opportunity and authority of the representative must be documented.

The third question is the consequence of a procedural defect. In Cour de cassation, Commercial Chamber, 19 March 2013, no. 12-15.283, the court held that, for the civil company issue before it, “la nullité des actes ou délibérations des organes d’une société civile ne peut résulter que de la violation” of the relevant imperative rules or a general contractual ground. The judgment does not make every defect harmless, and it does not turn a screening breach into a corporate formality. It shows why the parties must identify the applicable nullity rule, follow the articles and keep evidence of the approval route instead of assuming that a later commercial success cures the original defect.

For a foreign shareholder, the closing file should contain a clean approval sequence. That normally means: the board or investment committee approval of the purchaser; the target’s corporate approval, where required; the seller’s approval; any waiver of transfer restrictions; the appointment and authority of the signatory; the signed proxy; proof that the meeting notice or written-consultation procedure was followed; the IEF filing or authorisation; and the completion certificate. The exact package depends on the French company form and its articles. A SAS, a société par actions simplifiée, may organise decision-making flexibly, while a société anonyme or another form may impose different rules. The label of the company form is not a substitute for reading its constitutional documents.

Electronic signatures can be useful, especially when a London, Zurich, Toronto, Singapore, Tokyo or Seoul team is signing from different locations. The file should still preserve the signed version, audit trail, signer identity, authority document, time stamp and any translation used for the French corporate record. A scanned signature with no proof of authority may create an evidential problem even if every participant remembers approving the deal. If a document is to be filed with a French registry or used before a French authority, the parties should confirm the required format, language and formalities early rather than discovering them at completion.

The share-purchase agreement should then connect the corporate and regulatory workstreams. Useful conditions precedent may cover: confirmation of the target’s market status; completion of the sensitive-activity analysis; submission of the prior notification; expiry of the no-opposition period or receipt of authorisation; satisfaction of any remedy or governance condition; receipt of shareholder or board approvals; and delivery of the final ownership and voting-rights table. The agreement should also prohibit steps that would cross the threshold before the relevant condition is satisfied. The parties should define whether a pre-closing reorganisation, a concert agreement or a voting proxy counts as an acquisition step.

If the French Treasury authorises an investment subject to conditions, the contract must give those conditions operational effect. Article R. 151-8 of the CMF allows conditions aimed at preserving sensitive activities, protecting information, maintaining know-how, adapting internal organisation and governance, and providing information to the administrative authority. It expressly refers to adapting “les modalités d’organisation interne et de gouvernance”. A condition affecting board composition, access to technical information, data location, supply continuity or a later transfer of shares should be translated into a board calendar, reporting owner and measurable deliverable.

The buyer should also understand the refusal and enforcement consequences. A screening problem is not solved by closing first and requesting forgiveness later. Article L. 151-3-2 of the CMF provides a financial penalty framework for an investment made without the required authorisation or in breach of the applicable rules, with amounts linked to the value of the irregular investment, the target’s turnover or statutory maximums. The exact calculation depends on the facts and the current text, so the provision should be read directly rather than reduced to a headline number. A transaction team should budget for delay and remedy risk before it decides that a minority investment is too small to justify a filing.

The market list should therefore appear in three places: the legal memorandum, the transaction timetable and the corporate closing checklist. In the legal memorandum, it supports the conclusion on Article R. 151-2. In the timetable, it drives the date for notification or authorisation. In the closing checklist, it sits beside the exchange evidence, voting calculation and target activity conclusion. This repetition is useful because the people who confirm exchange status, prepare a board resolution and release the purchase price are often not the same people.

For an English-speaking management team, the French terms should be translated once and then used consistently. IEF means investissements étrangers en France, the French foreign-investment screening process. The CMF is the Monetary and Financial Code. ESMA is the European Securities and Markets Authority. The EEA is the European Economic Area. The DGT is the Directorate General of the Treasury. A SIREN is the French business identifier. The RNE is the national business register. A Kbis is the registry extract, issued through the commercial court registry, or greffe. Keeping those definitions in the board pack avoids an avoidable error in which “registration”, “listing”, “screening” and “authorisation” are treated as interchangeable words.

A foreign founder establishing or acquiring a French business may also need advice on matters outside this article, such as the company’s legal form, corporate tax, VAT, directors’ status, payroll, a corporate bank account and the first employee. Those matters should not be folded into the market-list conclusion. The purpose of this article is narrower: identify the exchange classification, connect it to the investor and voting thresholds, test the sensitive activity and preserve the approvals and evidence needed to close.

Conclusion

The 2026 French rules create a clear but conditional market-list exercise. For the third-country route, the order names London Stock Exchange, SIX Swiss Exchange, Toronto Stock Exchange, Singapore Exchange, Japan Exchange and Korea Exchange. It also preserves the routes for EU and EEA markets identified through the ESMA list and third-country markets covered by a European Commission equivalence decision. The decree’s regulated-market definition and the order’s list apply from the dates stated in the official texts, so the transaction record should preserve the version and date relied upon.

That list does not mean that every purchase on one of those exchanges requires prior French clearance. The purchaser must fall within the investor definition, the operation must meet a relevant threshold or control route, and the French target must carry on a sensitive activity. A careful answer therefore combines exchange evidence, a voting-rights calculation, a control-chain analysis, an activity map and the correct notification or authorisation timetable. The final step is corporate: obtain valid approvals, use a special and properly authorised proxy, make completion conditional on the correct regulatory event and file the post-completion declaration where required.

For a foreign founder or company, the best time to resolve the market question is before the price, signing date and financing conditions become fixed. A dated file containing the exchange record, Kbis and RNE documents, ownership chart, voting table, activity analysis, filing evidence and corporate approvals gives the buyer and the French target a defensible closing path. It also makes the next conversation with the French Treasury, the bank, the registry or the board materially faster.

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