Foreign Investment Lawyer in Paris

Assisting foreign investors carrying out a transaction in France. Acquisition of a French company, creation of a subsidiary, equity investment, financing or industrial establishment: the firm advises the foreign investor and its French target, in English and in French, from the letter of intent to the grant of authorisations.

A fund, an industrial group or a private investor established outside France acquires a shareholding, assets or control of a French company. In a growing number of sectors, the transaction cannot be completed without prior authorisation from the French Minister for the Economy, and a transaction completed without authorisation is void, with financial penalties of up to twice the amount invested.

This page describes when French foreign investment screening applies, how the procedure unfolds and how the firm assists foreign investors, French targets and their advisers, in English.

The risk: a transaction completed without authorisation, hence void

Articles L. 151-3 and R. 151-1 et seq. of the French Monetary and Financial Code subject to authorisation the acquisition of control, of all or part of a line of business, or the crossing of 25% of voting rights (10% for listed companies, for non-EU investors) in a French entity carrying on a sensitive activity: defence, energy, water, transport, electronic communications, public health, critical technologies, food security and, since 2024, the extraction of critical raw materials and certain private security services.

Article L. 151-3-1 allows the Minister to order restoration of the previous situation, withdraw the authorisation and impose a financial penalty of up to twice the amount of the irregular investment. The transaction may be declared void. Regulation (EU) 2019/452 further organises cooperation between Member States, with time limits added to the French procedure.

The legal answer: characterise early, notify correctly, negotiate commitments

The first question is the characterisation of the target’s activity: a software SME may fall within screening if it supplies an operator of vital importance; a services company may escape it. A request for prior opinion under Article R. 151-4 tells you within two months whether the transaction is subject to authorisation. The authorisation request is examined within thirty working days, extended by forty-five in case of in-depth review.

Authorisation is most often subject to commitments: maintaining activities in France, information security, governance. Their negotiation conditions the value of the deal and must be anticipated in the acquisition documents, with conditions precedent and an allocation of risk in case of refusal.

Foreign investors: by origin and by transaction

Chinese investment in France

Chinese transactions are those the French administration reviews most closely, particularly in energy, infrastructure, health, semiconductors and data. The firm assists Chinese groups and funds with the foreign investment screening file, the structuring of the acquisition or joint venture, negotiations with the Treasury and the implementation of the undertakings requested. A dedicated page covers these transactions.

US, UK and Swiss investment

Investors from non-EU countries are subject to the lowest screening thresholds, 10 percent of voting rights in a listed company in sensitive sectors, and to the full procedure of Article L. 151-3 of the French Monetary and Financial Code. The firm aligns Anglo-American documentation with French law requirements: warranties, authorisation conditions precedent, timetable, employment law and information and consultation of employee representatives.

Asian, Gulf and African investment

Sovereign funds, family groups and industrial investors from Asia or the Gulf invest in France in real estate, hospitality, energy and industry. The firm handles foreign investment screening, ownership structuring, the taxation of the investment and relations with French banks, which are often sensitive to compliance and sanctions issues.

Sensitive sectors and energy

The activities subject to authorisation are listed in Article R. 151-3 of the Monetary and Financial Code: defence, energy, water, transport, electronic communications, health, food security, data, and critical technologies including renewable energy, semiconductors, artificial intelligence and energy storage. A green energy project, wind, solar, hydrogen or storage, most often falls within the screening regime as soon as the investor acquires control or crosses the 25 percent voting rights threshold.

Acquisition, subsidiary, authorisations and negotiation with the authorities

Depending on the transaction, the firm conducts the target due diligence and acquisition documentation, the incorporation and governance of the French subsidiary, the authorisation or ruling request to the Treasury, exchanges with the Competition Authority, and the negotiation of the conditions imposed: maintenance of French activities, protection of sensitive information, appointment of a compliance officer. The foreign direct investment guide and its six-point analysis detail the procedure.

How the firm works

The firm carries out the characterisation analysis, prepares the request for prior opinion or authorisation with the file required by the order of 31 December 2019, conducts exchanges with the Treasury Directorate and negotiates the commitments. It coordinates the procedure with the acquisition timetable and with any other authorisations required, notably in competition law.

The firm has published a practical guide on foreign direct investment in France and a six-point analysis, both available in English from the international trade law page. A dedicated page addresses Chinese investment in France.

Typical cases handled

The situations below are illustrative, anonymised scenarios. They show when the firm steps in and what the work consists of.

Asian fund and defence components SME

A fund acquires 30% of an SME supplying a defence subcontractor. The firm characterises the transaction, prepares the notification and negotiates commitments to maintain capacities in France, the authorisation being obtained within the time limit.

Takeover of a data centre by a North American group

The activity falls under electronic communications. The work bears on the request for prior opinion, then on the authorisation with data security commitments.

Transaction completed without authorisation

An investor discovers after closing that the target carried on a sensitive activity. The firm organises regularisation with the Ministry and limits exposure to penalties.

Frequently Asked Questions

Which investments in France require prior authorisation?

Investments by a foreign investor in a French entity carrying on an activity listed as sensitive: defence and dual use goods, cybersecurity, energy, water, transport, public health, food security, electronic communications, and critical technologies such as artificial intelligence, quantum, semiconductors, robotics and energy storage. The list is set by the Monetary and Financial Code and its implementing decree, and it has been extended several times. The test bears on the activity actually carried on by the target rather than on its stated corporate purpose, which is why the analysis begins with an operational review and not with the articles of association.

What are the control thresholds?

Acquiring control of the target, acquiring all or part of a branch of activity, and, for an investor from outside the European Union and the European Economic Area, crossing twenty five per cent of the voting rights. A lower threshold of ten per cent applies to investments by such investors in companies listed on a French regulated market, under a simplified fast track procedure. Thresholds are assessed by looking through the chain of control, so an intermediate European holding company does not by itself remove a transaction from the regime.

What happens if authorisation is not obtained?

The consequences are severe. The Minister may order the investor to file, to restore the previous position or to modify the investment, may suspend voting rights and may appoint an agent to safeguard the national interests concerned. Financial penalties can reach twice the amount of the irregular investment or a share of the target’s turnover, and agreements carrying out an investment made without the required authorisation are void. Because the sanction reaches the transaction itself, the point is settled before signing rather than in the closing conditions.

How long does the procedure take?

The administration first confirms within a short period whether the transaction falls within the regime. Where it does, a first phase of about thirty working days leads either to an unconditional authorisation or to a further examination of some forty five working days, at the end of which the investment may be authorised subject to conditions. Silence at the end of the process amounts to a refusal. In practice the file is prepared in parallel with the transaction documents, since the timetable, not the outcome, is what usually delays a closing.

What conditions can be attached to an authorisation?

Undertakings designed to protect the sensitive activity: keeping it in France for a stated period, maintaining industrial and research capacity, securing supply to public authorities, protecting classified information and sensitive data, appointing a compliance officer, and restricting transfers of technology or of the activity itself. Compliance is monitored and breach exposes the investor to the same sanctions as a failure to file. The conditions are negotiated, so it matters that the operational consequences are assessed by the business before the undertakings are accepted.

How does the French regime relate to European screening?

Regulation (EU) 2019/452 does not replace national screening, which remains a matter for each Member State, but it organises a cooperation mechanism: a transaction notified in France is shared with the other Member States and the Commission, which may issue comments and an opinion. The practical effect is a longer and better informed procedure, and a transaction touching several Member States now requires a coordinated filing strategy. Planning the filings together, rather than country by country, saves weeks on a cross border acquisition.