Gaining admission to a French regulated market – primarily Euronext Paris – is a significant step for any company seeking access to public capital markets. The process involves meeting stringent conditions set by both the market operator (Euronext) and the financial markets regulator, the Autorite des marches financiers (AMF). This article outlines the principal requirements, regulatory framework, and practical considerations for companies contemplating a listing on a French regulated market.

The French market structure: regulated markets and beyond

French financial markets distinguish between regulated markets (marches reglementes) and other trading venues. Euronext Paris is France’s sole regulated market for equities. It is subject to the full weight of European and French securities regulation, including the EU Prospectus Regulation, the Market Abuse Regulation (MAR), and the Transparency Directive as transposed into French law.

Alongside Euronext Paris, Euronext Growth (formerly Alternext) operates as a multilateral trading facility (MTF) with lighter regulatory requirements, designed for small and mid-cap companies. Euronext Access (formerly the Marche Libre) offers even lighter obligations. This article focuses on admission to the regulated market proper – Euronext Paris – where the requirements are most demanding.

Corporate eligibility conditions

Before approaching the market, the issuer must satisfy several corporate prerequisites.

Legal form and corporate governance

There is no formal requirement that the issuer be constituted as a societe anonyme (SA), though this remains by far the most common form for listed companies in France. A societe en commandite par actions (SCA) or a societe europeenne (SE) may also be admitted. The key is that the company’s shares must be freely transferable and capable of being held through the central securities depository (Euroclear France).

The company must have governance structures meeting the standards expected of listed entities: either a board of directors (conseil d’administration) or a management board with a supervisory board (directoire et conseil de surveillance). Audit committees, internal control procedures, and compliance functions will be scrutinised by both the AMF and potential investors.

Financial track record

Euronext’s Rule Book requires that companies seeking admission to the regulated market present at least three years of audited financial statements (or audited accounts covering the period since incorporation if the company is less than three years old, with appropriate disclosure). These must be prepared in accordance with IFRS for consolidated accounts, as required by EU Regulation 1606/2002 for companies listed on regulated markets.

Minimum capitalisation and free float

The Euronext Rule Book sets a minimum expected market capitalisation for admission to the regulated market. As of the current rules, a minimum capitalisation of EUR 1 million is required, though in practice Euronext expects significantly higher levels for companies targeting the main market. A minimum free float of 25% of the share capital is generally required to ensure sufficient liquidity, though Euronext may accept a lower percentage (down to 5%) where the market is satisfied that liquidity will be adequate given the number of shares and their distribution among the public.

The AMF’s role: prospectus approval

The centrepiece of the admission process is the preparation and approval of a prospectus by the AMF. This requirement derives from the EU Prospectus Regulation (Regulation (EU) 2017/1129), directly applicable in France.

When is a prospectus required?

A prospectus must be approved and published before any offer of securities to the public or any admission to trading on a regulated market. The prospectus obligation applies regardless of whether the admission is accompanied by a public offering (IPO with capital raising) or is a technical listing without new share issuance.

Content of the prospectus

The prospectus must contain all information necessary to enable investors to make an informed investment decision. Under the Prospectus Regulation and its delegated acts, this includes:

  • A registration document containing information about the issuer (business description, risk factors, financial information, corporate governance, major shareholders)
  • A securities note describing the terms of the securities being offered or admitted
  • A summary providing key information in a standardised, easily comparable format

Risk factors must be presented in a limited number of categories, ranked by materiality. Financial information must include historical financial information for the last three financial years, audited, with a comparative year. Pro forma information may be required where the issuer has undergone significant corporate transactions (acquisitions, disposals) during the reference period.

The AMF review process

The AMF reviews the prospectus for completeness, consistency, and comprehensibility. It does not certify the accuracy of the information or the quality of the investment. The statutory review period is 20 working days for an initial filing (10 working days for a subsequent filing if a universal registration document is already on file). In practice, the AMF typically issues rounds of comments, and the review may take longer.

Once approved, the prospectus must be published (made available free of charge on the issuer’s website and filed with the AMF) before trading commences. It remains valid for 12 months for further offers, subject to supplements for material new factors.

Euronext’s admission decision

Independently of the AMF’s prospectus approval, the market operator – Euronext Paris – must grant admission to trading. Euronext assesses:

  • Compliance with the Rule Book’s conditions (capitalisation, free float, financial track record)
  • Appointment of a listing agent (listing sponsor) – mandatory for IPOs on the regulated market
  • Adequate arrangements for settlement and clearing through Euroclear France and LCH SA
  • The orderly functioning of the market – Euronext retains discretion to refuse admission if it considers that conditions are not met for fair, orderly, and efficient trading

Euronext’s decision is administrative in nature and separate from the AMF’s regulatory approval. Both must be obtained for trading to commence.

Ongoing obligations upon admission

Admission to a regulated market triggers a comprehensive regime of ongoing obligations that companies must anticipate before listing:

  • Periodic disclosure: Annual financial report (within 4 months of year-end), half-yearly report (within 3 months of the half-year), and quarterly revenue information (depending on market segment).
  • Ongoing disclosure of inside information: Under MAR, issuers must disclose inside information as soon as possible, unless conditions for a delay are met.
  • Major shareholding notifications: Shareholders must notify the issuer and the AMF when crossing specified thresholds (5%, 10%, 15%, 20%, 25%, 30%, one-third, 50%, two-thirds, 90%, and 95% of capital or voting rights).
  • Mandatory takeover bid rules: Crossing the 30% threshold triggers a mandatory public tender offer for all remaining shares.
  • Related party transaction controls: Significant related party transactions are subject to prior approval procedures under the Commercial Code.

The listing process in practice

A typical IPO timeline on Euronext Paris runs 4 to 6 months from mandate to first day of trading. The key stages include:

  • Appointment of lead banks, legal counsel, and auditors
  • Due diligence and structuring (corporate reorganisation if needed)
  • Drafting the prospectus and AMF filing
  • AMF review and approval
  • Investor education and roadshow
  • Book-building, pricing, and allocation
  • Euronext admission decision and first day of trading

Throughout this process, the issuer’s French legal counsel plays a central role in coordinating regulatory filings, ensuring corporate governance compliance, and managing the interaction between French company law requirements and securities regulation.

Companies considering admission to Euronext Paris should seek early legal advice to identify potential obstacles and plan the corporate restructuring typically required before listing. Our firm advises on financial regulatory matters and the structuring of capital markets transactions under French law.

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