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Legal Translation of Share Capital in French: capital social, pas une action donnée

30 October 2024 - False cognates

⚠️ A Stock Market False Friend… to Be Replaced in the Corporate Structure

The term share capital is often misinterpreted by francophones: one might think it refers to a specific share or a stock investment.

👉 In reality, under corporate law, share capital designates the capital social issued by a company limited by shares — i.e., the total contributions made by shareholders in exchange for equity.

It is not a market asset, but a notion tied to a company’s financial structure and internal governance.


⚖️ In Law: Foundation of the Company’s Identity and Legal Capacity

Share capital is composed of:

  • Subscribed capital (capital souscrit): total amount of issued shares

  • Paid-up capital (capital libéré): portion actually paid by shareholders

  • Authorized capital (capital autorisé, in some systems): maximum amount issuable without statutory amendment

It may be increased or reduced through specific procedures (issuance, consolidation, buy-back, etc.).

Examples

  • The company increased its share capital to fund expansion
    → La société a augmenté son capital social pour financer sa croissance

  • The nominal value of the share capital is £100,000
    → La valeur nominale du capital social est de 100 000 livres

  • Share capital must be distinguished from share premium
    → Le capital social doit être distingué de la prime d’émission

👉 In France, share capital corresponds to the notion of capital social recorded in the company’s statutes (statuts).


🧾 Typical Contexts of Use

  • Company formation: initial contributions, allocation of voting rights

  • Fundraising: issuance of new shares

  • Corporate governance: impact on distribution of power and dividends


✅ In Summary

  • Share capital = capital social of a company limited by shares

  • Not to be confused with: single share, stock portfolio, market capitalization

  • Serves as the basis for limited liability and shareholder structure


📌 TransLex Guidance

Before translating share capital, ask yourself:

  • Does it refer to the entirety of issued shares of the company?

  • Is the text about internal structure, statutes, or company accounts?

  • Is it a matter of increase, reduction, or valuation of capital?

👉 In law, share capital = capital social statutaire, not a single share or isolated investment.
👉 A rigorous translation is crucial in any corporate document.

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