In House Legal Advice Gets Protected Status in France — What You Need to Know

Approved by a narrow majority at first reading in the National Assembly, the bill on the confidentiality of in-house lawyer legal advice was adopted on 14 January 2026 without amendment at first reading by the Senate. 

Although this is a significant step forward in protecting the confidentiality of in-house lawyer legal advice, there is still a long way to go before in-house lawyers are granted the same professional secrecy or legal privilege as French external lawyers or in-house lawyers in certain jurisdictions. A decree of the French Council of State is still needed to set (i) the date of entry into force and (ii) implementing modalities. However, before its promulgation, the bill has been referred on 23 January 2026 for a constitutional review to the Constitutional Council by 60 members of Parliament (“MPs”) of two political parties, La France Insoumise and Le Nouveau Front Populaire. This is not a real surprise since the majority in the National Assembly is narrow. This will delay the bill’s entry into force and may even jeopardize its adoption if declared unconstitutional, in whole or in part.

While the new regime will, in future, provide a basis to challenge the seizure of in-house lawyer’s legal advice by administrative authorities, the protection remains limited and does not apply in criminal proceedings. This creates a risk that French regulators (such as the French competition authority, “FCA”) could, by making a criminal referral, circumvent the confidentiality regime. For ongoing cases, the new rules are unlikely to apply – not only because the regime is not yet in force, but also because it imposes specific conditions for the confidentiality protection to be enforceable (such as mandatory ethics training, the requirement to mark documents in a particular way, identify the author, and maintain separate storage) which, by construction, cannot be met for documents created prior to the entry into force of the bill.

1. What are the next steps?

At this stage, the text is not yet applicable. Its publication in the Journal Officiel, signifying its entry into force, will take place on a date to be set by decree of the Council of State (not yet published) and no later than the first day of the twelfth month following its promulgation. Once transmitted by the Government, the President of the Republic will have 15 days to promulgate the law.

Pending the promulgation of the law and the publication of the decree by the Council of State, it is not possible to estimate a precise date for the text to come into force, but it should happen by March 2027 at the latest. 

As permitted under Article 61 of the French Constitution, 60 MPs (from La France Insoumise and Le Nouveau Front Populaire) have referred the bill to the Constitutional Council for a constitutional review. Under French law, such a claim before the Constitutional Council can occur within the 15-day period by several stakeholders (e.g., the Prime Minister, the President of the Senate or a group of 60 MPs). Given the narrow majority in the National Assembly, the referral is not a surprise. This suspends the time limit for promulgation of the law. 

The applicants claim that the bill would be unconstitutional because it improperly extends, and in practice strengthens, a regime analogous to professional legal secrecy to actors who lack structural independence, ethical regulation, and disciplinary oversight, thereby breaching the principle of equality before the law. The protection is deemed disproportionate and inconsistent with the constitutional foundations of professional secrecy, which exist primarily to safeguard individual rights and the effective exercise of legal defence, not corporate strategy.  It further argues that the bill imposes a disproportionate constraint on the powers of economic, financial, and labour regulators, undermines economic public order and the constitutional objective of identifying offenders, creates serious legal uncertainty, and ultimately subordinates the general interest in effective regulation to the private interests of powerful economic actors.

When a law’s constitutionality is referred to the Constitutional Council prior to its promulgation, it must rule within one month (or within 8 days in urgent cases). The outcomes of the referral to the Constitutional Council can be: 

• The bill is constitutional and can be promulgated.

• The bill is unconstitutional and cannot be promulgated.

• The bill is partially unconstitutional, i.e. certain provisions only are declared unconstitutional. 

• Dismissal of the request as inadmissible.  

2. What are the practical consequences of the adopted text?

The text does not create a general professional secrecy for in-house lawyers equivalent to that of French external lawyers or in-house lawyers in certain jurisdictions. This confidentiality is attributed in rem, i.e. to the advice itself, which must meet specific cumulative conditions, and not in personam, i.e. to the lawyer as a person. 

Scope of application: this new framework recognises the confidentiality of legal advice drafted by in-house lawyers in civil, commercial or administrative proceedings. To benefit from this new confidentiality, the following conditions must be cumulatively met: 

1. the legal advice must be drafted by an in-house lawyer (or a member of its team under his supervision) who holds a master’s degree in law or equivalent;

2. the in-house lawyer must have undergone training in ethical rules (the reference framework for these rules will be defined by order on the proposal of a commission to be specified by decree);

3. the legal advice must be intended exclusively for;

   • the legal representative, their delegate or any other management, administrative or supervisory body of the company employing the in-house lawyer (e.g., the board of directors, the supervisory board);

   • any entity providing advice to the management, administrative or supervisory bodies of the company employing the in-house lawyer; 

   • the management, administrative or supervisory bodies of the company which, where applicable, controls the company employing the in-house lawyer; or

   • the management, administrative or supervisory bodies of subsidiaries controlled, by the company employing the in-house lawyer.

4. the legal advice must constitute a personalised intellectual service, aimed at providing an opinion or advice based on the application of a rule of law, as opposed to a document drafted exclusively by artificial intelligence, although in-house lawyers could work with artificial intelligence; and

5. it must be marked “confidentiel – consultation juridique – juriste d’entreprise”, with the name of the author identified, and must be filed separately in the company’s or group’s records.

Successive versions of the same legal advice drafted under these conditions also benefit from this protection. 

However, it is essential to note the limits of this protection: 

• this confidentiality applies only in civil, commercial or administrative proceedings and is expressly excluded in criminal and tax proceedings;

• it is also not enforceable against EU authorities’ control powers (e.g., the European Commission); 

• the company employing the in-house lawyer may waive the confidentiality of the documents; and 

• the misuse of the terms “Confidentiel – consultation juridique – juriste d’entreprise” is likely to engage the criminal liability of in-house lawyers, as it is punishable by up to one year in prison and a fine of up to EUR 15,000.

Application in the context of dawn raids carried out by the FCA: this new confidentiality mechanism will provide an additional tool for challenging the FCA’s seizure of legal advice drafted by in-house lawyers falling within the scope of the text. However, this protection is not absolute, and the FCA may request that confidentiality be lifted:

• Provided that the legal advice complies with the conditions required by law, it may be claimed as confidential by the company during the dawn raids carried out by the FCA. It may then only be consulted by a judicial officer appointed by court order, and will then be immediately placed under seal. 

• The FCA then has 15 days to refer the matter to the liberty and custody judge (the “LCJ”) in order to:

  • challenge the alleged confidentiality of all or some of the legal documents placed under closed seal; or

  • request the lifting of confidentiality for certain legal documents that were intended to facilitate or encourage the commission of breaches punishable under the procedure concerned. 

• In the absence of any challenge or request for the lifting of the alleged confidentiality of the legal advice within the 15-day period, the company has 15 days to request the return of the seal from the judicial officer. Failing this, the judicial officer shall destroy the seal. 

• If the case is referred to the LCJ, the latter shall open the seal in the presence of a representative of the company and the FCA, and shall rule after hearing the different parties: 

  • If confidentiality is lifted, the legal advice shall be produced in the proceedings in progress.

  • If upheld, they shall be returned to the company without delay. 

• Finally, the LCJ’s order may be appealed before the First President of the Court of Appeal (or his delegate). The appeal may be lodged by the FCA, by the company that employs the in-house lawyer or, where applicable, by the company that is a member of the group receiving the legal advice. The First President of the Court of Appeal shall rule within three months.

Last important point is the fact that this protection does not apply in criminal proceedings, meaning confidentiality may drop away if a case is passed to the public prosecutor.