Subsection 1: Formation with a public offer other than one of those mentioned in 1° or 2° of Article L. 411-2 of the Monetary and Financial Code or in Article L. 411-2-1 of the Monetary and Financial Code.

The draft articles of association are drawn up and signed by one or more founders, who file a copy with the clerk of the commercial court of the place of the registered office. The founders publish a notice under the conditions determined by decree in the Conseil d’Etat. No subscription may be received if the formalities provided for in the first and second paragraphs above have not been observed. Persons…

The capital must be fully subscribed. Cash shares are paid up, at the time of subscription, by at least half of their nominal value. The remainder is paid up in one or more instalments by decision of the Board of Directors or the Management Board, as the case may be, within a period that may not exceed five years from the date of registration of the company in the Trade…

Subscription of shares for cash is recorded by a bulletin drawn up in accordance with the conditions determined by decree of the Conseil d’Etat.

The funds from cash subscriptions and the list of subscribers with an indication of the sums paid by each shall be deposited under the conditions determined by decree in the Conseil d’Etat, which shall also determine the conditions under which the right to access this list is opened. With the exception of the depositaries referred to in the decree provided for in the previous paragraph, no one may hold the…

Subscriptions and payments are evidenced by a certificate issued by the custodian, at the time the funds are deposited, on presentation of the subscription forms.

After delivery of the depositary’s certificate, the founders convene the subscribers to a constituent general meeting in the form and within the timeframe specified by decree of the Conseil d’Etat. This meeting notes that the capital is fully subscribed and that the shares have been paid up to the amount due. It decides on the adoption of the Articles of Association, which may only be amended unanimously by all subscribers,…

In the case of contributions in kind or the stipulation of special benefits for associates or non-associates, one or more contribution auditors shall be appointed unanimously by the founders or, failing this, by a court decision, at the request of the founders or one of them. They are subject to the incompatibilities set out in article L. 822-11-3, without prejudice to the possibility of being appointed to carry out the…

I. – Article L. 225-8 is not applicable, upon the decision of the founders, when the contribution in kind consists of: 1° Transferable securities giving access to the capital mentioned in Article L. 228-1 or money market instruments, within the meaning of Article 4 of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC…

Share subscribers take part in the vote or are represented under the conditions provided for in articles L. 225-106, L. 225-110 and L. 225-113. The constituent meeting deliberates under the quorum and majority conditions provided for extraordinary meetings.

When the meeting deliberates on the approval of a contribution in kind or the granting of a special benefit, the shares of the contributor or beneficiary are not taken into account for the calculation of the majority. The contributor or beneficiary does not have the right to vote either for himself or as a proxy.