Shareholders agreement in France: Template, Key Clauses and Local Law (2026)

What a shareholders agreement is in France In France a shareholders agreement is called a pacte d'associés (or pacte d'actionnaires in a company that issues shares, such as an SA or an SAS). It is a private contract signed by some or all of the shareholders that sets out how they will own, vote and transfer their stake, and how they will handle the things the company's constitution does not cover. The key point for anyone used to common law practice: in France a company also has its statuts (the articles of association), which are filed publicly at the commercial court registry and bind every shareholder. The pacte is different. It is confidential, it is not filed, and it binds only the people who sign it. Because of this split, a well run French deal decides on purpose what goes in the public statuts and what stays in the private pacte. A pacte cannot lawfully override the statuts or the Commercial Code. Where the two conflict, the statuts win for company-law purposes, and a breach of the pacte is generally a matter of contract damages between the signatories rather than something that automatically unwinds a share transfer. That distinction drives a lot of French drafting choices. ## The clauses that matter in a French pacte A French shareholders agreement usually works through four groups of clauses. Transfer of shares. This is the heart of most pactes. Typical provisions are:

• Inaliénabilité (lock-up): a period during which a shareholder cannot sell, often used for founders.
• Préemption (pre-emption or right of first refusal): existing shareholders get first chance to buy shares another shareholder wants to sell.
• Agrément (approval): a new buyer must be approved before joining.
• Droit de sortie conjointe (tag-along): if a majority seller leaves, minority holders can sell on the same terms.
• Obligation de sortie conjointe (drag-along): a majority seller can require minority holders to sell alongside, so a buyer can take 100 percent. Governance and control. Reserved matters that need a qualified majority or unanimous consent, board or committee composition, information and reporting rights, and voting undertakings. In an SAS the statuts themselves can be drafted very flexibly, so some of this sits in the statuts and some in the pacte. Leaver and value protection. Good-leaver and bad-leaver rules, promise-to-sell (promesse de vente) mechanics, vesting of founder shares, and anti-dilution protection on future rounds. Exit and deadlock. Liquidity provisions, a buy-sell or Dutch-auction mechanism for deadlock, and how a sale of the whole company is to be run. ## Local law you need to respect A French shareholders agreement is read against several hard rules. Duration. A pacte agreed for an indefinite term can, under general French contract law, be terminated by any party with reasonable notice (résiliation unilatérale). To avoid that, practitioners give the pacte a defined term, often tied to the life of the company or a fixed period that is renewed. A clause that purports to bind someone forever risks being treated as void. Set the duration deliberately. Prohibition on leonine clauses. Article 1844-1 of the Civil Code forbids clauses léonines, which free one shareholder entirely from losses or strip another of all profit. Buy-back and put-option pricing has to be drafted carefully so it is not attacked as shielding an investor from all risk. Company form matters. The SAS (société par actions simplifiée) is the most popular vehicle for startups and joint ventures precisely because its statuts can carry inalienability, approval, exclusion and tag or drag clauses directly, with real company-law effect. The SARL is more rigid and its share transfers to third parties already need statutory approval by a majority of the associés. Match your clauses to the form. Specific performance is limited. Because breach of a pacte is primarily a contract matter, a court may award damages rather than force a transfer. Promises of sale (promesses unilatérales) are often used to make transfer obligations more enforceable, and reforms to the Civil Code have strengthened their effect. This is not legal advice. French corporate practice turns on detail, and recent case law continues to shape how pre-emption and non-compete clauses are enforced. Use qualified French counsel (an avocat) before you sign. ## A simple template structure A workable French pacte d'associés usually runs in this order: 1. Parties and recitals (identifying the company and each signatory).

2. Object and relationship to the statuts.
3. Governance: reserved matters, information rights, board or presidency.
4. Transfer rules: lock-up, pre-emption, approval, tag-along, drag-along.
5. Leaver provisions and promises of sale.
6. Anti-dilution and new-money rules.
7. Non-compete and confidentiality.
8. Duration, termination and what survives.
9. Governing law (French) and dispute resolution (often arbitration or the Paris commercial court). Treat a downloaded template as a skeleton only. The value is in tuning each clause to your cap table, your company form and your actual risk. ## Statuts or pacte: deciding where each clause lives The single most French question in drafting a pacte is what belongs in the public statuts and what stays private. The trade-off is real. A transfer restriction placed in the statuts of an SAS has company-law effect, which means a transfer made in breach can be unenforceable against the company, not merely a source of damages. The price of that strength is publicity: anyone can read the statuts at the registry. A clause kept in the pacte stays confidential but usually gives only a contractual remedy if it is broken. As a rough guide, founders often put the core transfer architecture (approval, pre-emption, inalienability, exclusion) in the statuts of an SAS so it bites hard, and keep the commercially sensitive detail (specific leaver pricing, investor-only rights, side undertakings, the cap table economics) in the private pacte. In a SARL the statuts are less flexible, so more of the work falls to the pacte and to carefully drafted promises of sale. Make this choice on purpose, clause by clause, rather than copying a template wholesale. ## Common mistakes to avoid - Leaving the pacte with no fixed term, which exposes it to unilateral termination.

• Pricing a buy-back or put option so an investor bears no risk, risking attack as a leonine clause.
• Assuming a breach forces a transfer; in France it often yields damages unless a promise of sale is used.
• Copying an Anglo-American shareholders agreement without adapting it to the statuts split and French company forms.
• Forgetting to decide which rules sit in the statuts versus the pacte, so neither has full effect. ## How this fits a single contract workspace Step back and the work behind a shareholders agreement is the same work every important contract needs: drafting the clauses to fit your company, checking which terms sit favourably or unfavourably, keeping versions straight as the pacte is negotiated, and never losing track of the dates and obligations it creates, such as a lock-up that ends or a reporting right that falls due. Doing that across scattered files and inboxes is where deals slip. That is the idea behind Adira: draft, understand, edit, track and govern a contract in one AI workspace tuned to how your company contracts, with per-clause risk visible and a built-in activity history. Adira is India-first today, so its deepest local-law support is Indian corporate law. France sits in the roadmap for jurisdiction depth rather than in parity today, so for a French pacte you should still work with a French avocat. The point to carry from this page is the direction of travel: contracts you can trust are contracts that live in one place, in step, with their clauses and dates in view.