INTER
PARFUMS




Business
Corporation with capital of 40,181,742 Euros




Head
Office: 4 Rond-Point des Champs-Elysées - 75008 PARIS





350.219.382
RCS PARIS




BY
LAWS





Updated:
May 20, 2009
  1




ARTICLE
1 – FORM





The
company is a corporation. It is governed by the current laws and regulations and
these Bylaws.




ARTICLE
2 – PURPOSE




The Company's purpose in
France and abroadis:




-
            The purchase, sale,
      manufacture, import andexport of all productsconnected
      with perfumery and
cosmetics,





-
            The exploitation oflicenses,





-
            The provision of all
      services relating totheactivities referred to
      above,





-
            The participation of
      the Company, by any means, directly or indirectly, in anytransactionsthat may be related to
      its purposethroughthecreation of new companies,
      contribution, subscription or purchaseof securities or
      corporaterights, mergersor
      otherwise, of creation, acquisition, lease, lease management of any
      business assets or facilities; the holding, acquisition, exploitation or
      disposition of all processes and patents concerning these
      activities.





-
            And
      generally, anyindustrial, commercial, financial, civil, securities or
      propertytransactions,which may be connected directly
      or indirectlytothe corporate purposeor
      any similar or relatedpurpose.




ARTICLE 3 - NAME





The name
of the Company is:




INTER
PARFUMS




ARTICLE 4 - HEAD
OFFICE




The head
office is located at:    4 Rond-Point des Champs-Elysées,
75008 PARIS





It can be
transferred to any other place in the same Department or a neighboring
Department by a simple decision of the Board of Directors, subject to
ratification by the next Ordinary General Shareholders Meeting, and anywhere
else pursuant to a resolution of the Extraordinary General Shareholders Meeting,
subject to current legal provisions. The Board of Directors that transfers the
head office, as provided by law, is authorized to amend the Bylaws
accordingly.




2




ARTICLE 5 - TERM




The term
of the Company is set for NINETY NINE (99) years from the date of its
registration in the Trade and Companies Registry, except early dissolution or
extension.




ARTICLE 6 - SHARE
CAPITAL




Share
capital is fixed at the amount of forty million one hundred eighty-one thousand
seven hundred and forty two Euros (€ 40,181,742). It is divided into thirteen
million three hundred ninety three thousand nine hundred and fourteen
(13,393,914) subscribed and fully paid shares of 3 Euros par value
each.




ARTICLE 7 - CHANGES IN SHARE
CAPITAL




Share
capital can be increased, reduced or amortized in accordance with current laws
and regulations.




ARTICLE 8 - RELEASE OF
SHARES




Shares
subscribed in cash must be fully paid up upon subscription, by at least half
their face value and, where applicable, the entire share premium.




The
release of the surplus must take place one or more times upon appeal to the
Board of Directors, within five years from the registration in the Trade and
Companies Registry, as regards the initial capital, and within five years from
the date when the transaction becomes final in the event of a capital
increase.




However,
the new shares for cash resulting from a mixed transaction providing for release
partly in cash and partly by incorporation of reserves, profits or premiums must
be paid in full upon subscription.




Calls for
capital shall be made known to shareholders one month before the date set for
each payment, either by registered letter with return receipt or by a notice in
a legal announcement newspaper in the county of the head office and in the
B.A.L.O. [Required Legal Announcements Bulletin].




Payments
are made either at headquarters or at any other place indicated for that
purpose.




Shareholders
shall, at any time, have the right to be released in advance, but they cannot
claim any interest or first dividend, in respect of the payments made by them
before the date set for the calls for funds.




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Any delay
in payment of amounts due on the unpaid amount of shares automatically bears
interest at the legal rate from the due date, without prejudice to the personal
action that the Company may take against the defaulting shareholder and the
enforcement measures provided by law.




ARTICLE 9 - FORM OF SHARES -
IDENTIFICATION OF SHAREHOLDERS




The
shares are, at the shareholder’s choice, registered or bearer.





Until
they are fully paid, the shares must be registered in the name of their holder
to an account held by the company.





Pursuant
to Article 94-II of Law No. 81-1160 of December 30, 1980 (Finance Act of 1982)
and Decree No. 83-359 of May 2, 1983 relating to securities regimes, holders’
rights shall be represented by an accounting entry in their name:





-
            With
      the intermediary of their choice for bearer
  securities,





-
            With
      the Company, and, if they so desire, with the financial intermediary of
      their choice for registered shares.





The
Company may request at any time, in accordance with the laws and regulations,
and in return for payment at its expense, that the agency responsible for
securities compensation provide information relating to holders of securities
issued by it, which give immediate or future voting rights, as well as to the
securities. Upon seeing the list transmitted by that body, the company may, in
particular, pursuant to the legal and regulatory requirements, ask the people
shown on this list that it believes may have registered them on behalf of third
parties, for information concerning the owners of these securities.





With the
reservations and conditions provided by law and regulations, any intermediary
may be registered on behalf of owners of Company securities referred to in
Article L. 228-1 paragraph 7 of the Commercial Code (owners not having their
domicile on French territory, as defined in Article 102, Civil Code) subject, in
particular, to the agent having declared at the time of opening of its accountwith the company
orwith
thefinancial
intermediarythat iscustodianof
theaccount in
accordance with
the laws and regulations, in its capacity asa third party holder of
securities on behalf of others.The intermediary registered as holder of
securities is bound, without prejudice to the obligations of owners of
securities, to make the declarations regarding the crossing of ownership
thresholds, for all Company shares or securities for which it is recorded in the
account, under penalty of punishment by law.




4




ARTICLE 10 - TRANSMISSION OF
SHARES




The
shares are only negotiable after the Company’s registration in the Trade and
Companies Registry. In case of a capital increase, shares are negotiable as of
when this is carried out.




The
shares remain negotiable after the dissolution of the Company until the
completion of the liquidation.




Ownership
of the shares results from their registration in the individual account in the
name of the holder(s) on the registries that the Company keeps to this effect at
the head office.





The
transfer of shares takes place with regards to the Company and third parties by
a transfer order signed by the assignor or his representative and the assignee
if the shares are not fully paid. The transfer order is recorded on the day of
its receipt in a numbered and initialed registry kept chronologically, called
the “transfer registry.”





Shares
are freely transferable, unless there are laws or regulations to the
contrary.




ARTICLE 11 - RIGHTS AND OBLIGATIONS
ATTACHED TO SHARES




Each
share provides entitlement to the profits, the corporate assets and the
liquidation dividend in proportion to the share capital it
represents.




It also
gives the right to vote and to representation at general shareholders meetings,
as well as the right to be informed of the Company’s course and to obtain
disclosure of certain corporate documents at such times and under the conditions
prescribed by law and the Bylaws.




The
shareholders are only responsible for corporate liabilities up to the extent of
their contributions. The rights and obligations follow the share regardless of
the owner.





Ownership
of a share carries full adherence to the Bylaws of the Company and the decisions
of the General Shareholders Meeting.





Whenever
it is necessary to own a certain number of shares in order to exercise any
right, the owners who do not own this number shall make it their own personal
business to gather, and possibly to purchase or sell the number of shares
necessary.





The fully
paid and registered shares recorded for at least three years in the name of the
same shareholder confer double voting rights. In case of a capital increase by
incorporation of reserves, profits or share premiums, the double voting rights
may be conferred upon issuance, to shares allotted free of charge to a
shareholder in respect of existing shares which have this right.




5




ARTICLE 12 - BOARD OF
DIRECTORS




The
Company is administered by a Board of Directors comprised of at least three
members and at most eighteen members, subject to the exemption provided by law
in case of merger.




During
the life of the corporation, the directors are appointed, renewed or revoked by
the Ordinary General Shareholders Meeting. They can always be
re-elected.




The
tenure of directors is SIX (6)
years; they expire at the end of the Ordinary General Shareholders Meeting
called to approve the accounts for the last fiscal year that are kept for the
year during which their mandate expires.




The
number of directors over the age of EIGHTY
(80) years shall not exceed one third of the directors in office. If this
statutory limitation comes to be exceeded, the oldest Director shall be deemed
to have resigned on the date of the Ordinary General Shareholders Meeting that
rules on the accounts for the fiscal year during which this event shall have
occurred.




Each
director must own one share.




ARTICLE 13 - ORGANIZATION OF THE
BOARD




The Board
of Directors elects a Chairman from among its physical entity members and
determines his compensation. It fixes the Chairman’s tenure, which cannot exceed
his term as a director.




No person
shall be appointed Chairman of the Board of Directors if he is over EIGHTY years
(80 years) of age. If the incumbent Chairman has reached this age, he is
automatically deemed to have resigned.




The
Chairman organizes and directs the work of the Board of Directors, which reports
to the general shareholders meeting. He ensures the proper functioning of the
corporate bodies and ensures in particular that the directors are able to
fulfill their mission. In a report attached to the annual report, he reports in
particular on the conditions of operation of the Board of Directors and the
internal oversight procedures.




He is
eligible for reelection. The Board of Directors may remove him at any time. In
case of temporary incapacity or death of the Chairman, the Board of Directors
may delegate an administrator in the office of Chairman.




6




ARTICLE
14 - BOARD PROCEEDINGS




The Board
of Directors meets as often as the Company’s interests require, upon convocation
by its Chairman or by at least one third of its members, if the Board has not
met for over two months. The Chairman is bound by the requests that are sent to
him in this regard.




In the
event that the Company’s management is assumed by a CEO, the latter may ask the
Chairman of the Board of Directors to convene the Board on a specific
agenda.




The
convocations are made by any means, even verbally. The meeting takes place
either at the head office or at any other location specified in the
convocation.




The
Board’s proceedings shall be valid only if at least half the directors are
present. Decisions are taken by a majority vote of members present or
represented. In case of a tie vote, the Chairman of the meeting casts the
deciding vote.




Directors
who attend the Board meeting by means of videoconferencing are deemed to be
present for calculating the quorum and the majority, in accordance with the laws
and regulations. This provision is not applicable to the adoption of decisions
concerning the appointment of the Chairman, the CEO, the dismissal of the CEO,
the closing of the annual and consolidated accounts, and the preparation of the
management report for the Company and/or the group.




ARTICLE 15 - POWERS OF THE BOARD OF
DIRECTORS




The Board
of Directors sets the guidelines for the Company’s business activity and
oversees the implementation, within the limits of the corporate purpose and the
powers expressly granted by law to shareholders' meetings. It is submitted all
questions regarding the proper conduct of the Company, and it rules through its
deliberations on the matters that concern it. The Board of Directors shall
conduct inspections and audits as it deems appropriate.




The
Chairman or the CEO of the Company is bound to provide to each director all the
documents and information necessary to accomplish his mission.




In
dealings with third parties, the Company is bound even by actions of the Board
of Directors that are not within the corporate purpose, unless it proves that
the third party knew that the action exceeded that purpose or that he could not
ignore that given the circumstances, it being excluded that the mere publication
of the Bylaws is sufficient to constitute such evidence.




7




ARTICLE 16 - GENERAL MANAGEMENT -
DELEGATION OF POWERS




The
general management of the Company is assumed, under its responsibility, either
by the Chairman of the Board of Directors or by another physical person, whether
a director or not, appointed by the Board of Directors, for whom it sets the
tenure and who holds the title of CEO.




The CEO,
who must be a physical person, whether chosen from among the directors or not,
can be dismissed at any time by the Board of Directors. If he is dismissed
without just cause, he is entitled to damages, unless he also fulfills the
duties of Chairman of the Board of Directors.




The Board
of Directors chooses, in accordance with the legal and regulatory requirements
in force, between two methods of exercising the general management of the
Company, upon any appointment or renewal of the Chairman of the Board of
Directors, or the CEO if these duties are not assumed by the Chairman of the
Board of Directors. This choice remains valid until the expiration of one of
these terms or, if necessary, until the day the Chairman of the Board of
Directors decides to no longer serve as CEO or, upon decision of the Board of
Directors, for a shorter period, which may not be one year.




Shareholders
and third parties shall be informed of this choice under the conditions
prescribed by current law and regulations.




If the
Board of Directors chooses not to separate the duties of Chairman of the Board
of Directors, the Chairman assumes, under his responsibility, the general
management of the Company.  In this case, the provisions relative to
the CEO can be applied to him with the exception of the compensation in case of
unjustified dismissal.




If the
Board of Directors chooses to separate the duties of Chairman of the Board of
Directors and CEO, and subject to the powers that the law expressly attributes
to shareholder meetings and to the Board of Directors, and within the limits of
the corporate purpose, the CEO is then invested with the broadest powers to act
in all circumstances on behalf of the Company. He represents the Company in its
dealings with third parties. He can grant to any agent of his choice all
delegations of powers within the limits of those conferred upon him by law and
these Bylaws. Any limitation on his powers by a decision of the Board of
Directors is not effective against third parties.




When he
is a director, his term in office cannot exceed that of his
mandate.




Whatever
the term for which the duties of CEO were conferred on him, such duties shall
terminate, automatically, at the latest after the first Ordinary General
Shareholders Meeting held after the date on which he has attained EIGHTY (80)
years of age.




8




The Board
of Directors determines the CEO’s compensation.




The Board
of Directors may, upon the CEO's proposal, give a mandate to a physical person,
director or otherwise, to assist the CEO, with the title of Deputy CEO, who may
not be older than EIGHTY (80) years of age on the day of their appointment. In
agreement with the CEO, or the Chairman of the Board of Directors if the latter
serves as the CEO, the Board of Directors determines the extent and duration of
the powers delegated to each Deputy CEO.




ARTICLE 17 - STATUTORY
AUDITORS




The
auditing of the Company is carried out by one or more Statutory Auditors,
appointed and performing their duties according to law.




One or
more substitute Statutory Auditors called upon to replace the statutory
auditor(s) in case of refusal, incapacity, resignation or death, are appointed
at the same time as the statutory auditor(s) for the same period.




ARTICLE 18 - REGULATED
AGREEMENTS




Any
agreement shall be submitted for prior approval by the Board of Directors, other
than those that bear on current operations and are concluded under normal
conditions, which are directly with or through an intermediary, between the
Company and its CEO, one of its Deputy CEOs, one of its directors, one of its
shareholders who holds a fraction of the voting rights in excess of 10%, or, if
it involves a corporate shareholder, the company that controls it according to
the meaning of Article L. 233-3 of the new Commercial Code.




The same
holds for agreements in which one of these people has an indirect
interest.




Are also
subject to prior approval; any agreements between the Company and a business if
the CEO, one of the Deputy CEOs, or one of the directors of the Company is the
owner, or is an unlimited partner, manager, director, CEO or member of the board
of directors or supervisory board, or is in general, an officer of this
business.




Persons
who hold an interest are bound to inform the Board of Directors when they become
aware of an agreement subject to approval. They cannot claim to take part in the
voting on the authorization sought.




These
agreements are authorized under the applicable legal and regulatory
requirements.




9




The above
provisions do not apply to agreements relating to current operations that are
concluded under normal conditions. However, these agreements, except when they
are not significant for any of the parties because of their purpose or their
financial implications, shall be provided to the Chairman of the Board of
Directors by the party who holds an interest. The list and the purpose of such
agreements are communicated by the Chairman to the members of the Board of
Directors and to the Statutory Auditors.




ARTICLE 19 - GENERAL
MEETINGS




General
Shareholders Meetings are convened and deliberate under the conditions laid down
by law.




The
collective decisions of shareholders are made in Ordinary, Extraordinary or
Special General Shareholders Meetings depending on the nature of the decisions
they are called upon to make.




General
meetings are convened either by the Board of Directors or by the Statutory
Auditors, or by a court-appointed trustee under the conditions provided by
law.




Meetings
are held at the head office or at any other location specified in the
convocation.




In case
of a public offering, a notice of meeting containing the information required by
Article 130 of the Decree of March 23, 1967 is published in the B.A.L.O. at
least thirty five days before the Shareholders Meeting.




The
convening of general shareholders meetings shall be made by a notice printed in
a newspaper authorized to receive legal notices in the Department of the head
office and in the B.A.L.O., at least fifteen days before the date of the
Meeting.




If all
the shares are registered, the insertions under the preceding paragraph may be
replaced by a convocation given within the same time period, at the company’s
expense, by ordinary or registered letter sent to each shareholder.




Shareholders,
who hold shares for at least one month from the date of publication of the
notice of convocation, shall also be invited to any meeting by ordinary mail or,
upon request and at their expense, by registered letter.




When a
meeting has been unable to deliberate for lack of the required quorum, the
second meeting and, where applicable, the extended second meeting is convened at
least six days in advance in the same form as the first. The notice and letters
of convocation to this second meeting shall repeat the date and agenda of the
first one.




Any
shareholder may attend meetings in person or by proxy, regardless of the number
of shares he owns, upon proof of identity and ownership of his shares in the
form of a registration in his name, or by a certificate from the authorized
financial intermediary account keeper declaring that the shares registered in
the account are unavailable until the date of the meeting.




10




These
formalities must be completed at least three days before the meeting. The Board
of Directors has the option, for any meeting, to reduce the above time limit, or
even to not require any time limit.




Any
shareholder may be represented by their spouse or by another shareholder: to this
purpose the proxy has to prove his mandate. If he has no domicile on French
territory, as defined in Article 102 of the Civil Code, he may be represented at
general shareholder meetings by a registered intermediary in accordance with the
current laws and regulations. He is then deemed to be present at such meeting
for the calculation of the quorum and majority.




Any
shareholder may, if the Board of Directors so decides upon convening the
meeting, also participate in that meeting by videoconference or by any means of
telecommunications and remote transmission including the Internet, under the
conditions provided by the regulations applicable at the time of its
use.




Are
deemed present, in calculating the quorum and the majority, the shareholders
attending the meeting by videoconference, Internet or by any means of
telecommunication that allows their identification, whose nature and conditions
are determined by Decree.




Any
shareholder may vote by mail using a form prepared and sent to the Company under
the conditions laid down by law and regulations. This form must reach the
Company THREE (3) days before the date of the meeting in order to be taken into
account.




Any
shareholder has the right to obtain disclosure of the documents necessary to
enable him to act in full knowledge of cause concerning the management and
workings of the Company.




The
nature of these documents and the conditions of their sending or being made
available are determined by law and regulations.




An
attendance sheet, duly signed by the shareholders present and the proxies, to
which is annexed the powers given to each proxy and, where appropriate the forms
for voting by mail, is certified correct by the executive committee of the
Meeting.




The
Meetings are chaired by the Chairman of the Board of Directors or, in his
absence, by a Vice-Chairman or a director specially appointed for this purpose
by the Board. Otherwise, the Meeting itself designates its
Chairman.




The
duties of the vote-counter are fulfilled by the two shareholders, present and
willing, who hold, on their own behalf as well as by proxy, the largest number
of votes.




The
executive committee thus comprised, appoints a secretary who may not be a
shareholder.




11




The
minutes are prepared and copies or excerpts from the deliberations are delivered
and certified according to law.




The
Ordinary and Extraordinary General Shareholders Meetings acting under the
conditions of quorum and majority required by the provisions that govern them
respectively, exercise the powers conferred on them by law.




ARTICLE20 - PARTICIPATION
THRESHOLDS




Pursuant
to the provisions of Article L.233-7 of the Commercial Code, any person or
entity, acting alone or in concert, who owns a number of shares of the Company
representing more than one twentieth, one tenth, three twentieths, one fifth,
one fourth, one third, one half, two-thirds, eighteen twentieths or nineteen
twentieths of the capital or voting rights of the Company shall inform the
Company by registered letter with return receipt requested, within five trading
days, after crossing the threshold of participation, of the total number of
shares or voting rights he holds.




The
information mentioned in the preceding paragraph is also given within the same
time period when the equity stake or voting rights fall below the thresholds
mentioned in that paragraph.




The
person who is bound to provide the information referred to in the first
paragraph specifies the number of shares he owns that give future access to the
Company's share capital as well as the voting rights attaching
thereto.




Upon
crossing the threshold of one tenth or one fifth of the share capital or voting
rights, the person required to give information above also states the objectives
it intends to continue over the twelve months in accordance with the provisions
of Article L.233-7 VII of the Commercial Code.




ARTICLE 21 - PURCHASE BY THE COMPANY
OF ITS OWN SHARES




In the
case where the company shares are traded on a regulated market, the Ordinary
General Assembly may authorize the Board of Directors for a term not exceeding
eighteen months, to purchase its own shares in accordance with Articles
L.225-209 et seq. of the Commercial Code and under the conditions described in
those sections.




This
meeting must set the terms of the transaction, including the maximum purchase
price and minimum selling price, the maximum number of shares to be acquired,
and the period within which the acquisition must be made.




12




ARTICLE 22 - FISCAL
YEAR




Each
fiscal year has a period of one year, which begins January 1
and ends December
31.




ARTICLE
23 - INVENTORY - ANNUAL FINANCIAL STATEMENTS




There
shall be a regular accounting of corporate operations, according to
law.




At the
close of each fiscal year, the Board of Directors draws up an inventory of the
various assets and liabilities that exist on that date.




It also
draws up the balance sheet describing the assets and liabilities, showing the
equity separately, the income statement summarizing revenues and expenses during
the fiscal year, as well as the appendix that supplements and comments on the
information given by the balance sheet and the income statement.




The Board
of Directors prepares the management report on the Company’s situation during
the past fiscal year, its foreseeable development, the significant events that
occurred between the closing date of the fiscal year and when it is prepared,
and its research and development activities.




ARTICLE 24 - ALLOCATION AND
DISTRIBUTION OF PROFITS




If the
fiscal year accounts approved by the General Shareholders Meeting show a
distributable profit as defined by law, the General Shareholders Meeting decides
to include it in one or more reserve items for which it shall decide on its
allocation or use, whether to carry it forward or distribute it.




The
General Shareholders Meeting may grant to the shareholders for all or part of
the dividend distributed or interim dividends, an option between payment of the
dividend in cash or in shares under the legal conditions.




Losses,
if any exist, are carried forward again, after approval of the financial
statements by the General Shareholders Meeting, to be offset against profits for
subsequent years until extinction.




ARTICLE 25 - SHAREHOLDER EQUITY LESS
THAN HALF OF SHARE CAPITAL




If, due
to losses recorded in the accounting records, the Company’s equity falls below
half of the share capital, the Board of Directors shall, within four months
following approval of the accounts that reflect these losses, convene an
extraordinary general meeting of shareholders for the purpose of deciding
whether premature dissolution of the Company is warranted.




13




If
dissolution is not decided on, the share capital must, subject to the legal
provisions relating to minimum share capital for a business corporation, and
within the deadline set by law, be reduced by an amount equal to the losses that
were not charged against reserves, if, within that period the equity does not
once again equal at least half the share capital.




ARTICLE 26 - CONVERSION OF THE
COMPANY




The
Company can be converted into another form of corporation, if, at the time of
its conversion, it has been in existence for at least two years, and if the
balance sheets for its first two years have been drawn up and approved by the
shareholders.




The
decision to convert is made on the report of the Statutory Auditors for the
Company, who must certify that the equity is at least equal to the share
capital.




The
conversion into a partnership requires the agreement of all the partners. In
this case, the conditions above are not required.




The
conversion into a limited liability company or a joint stock company is decided
upon under the conditions provided for an amendment to the bylaws and with the
agreement of all the partners who agree to be active partners.




The
conversion into a limited liability company is decided upon under the conditions
provided for an amendment to the articles of incorporation for companies of that
form.




ARTICLE 27 - DISSOLUTION -
LIQUIDATION




At the
expiration of the term set by the Company or in case of early dissolution, the
General Shareholders Meeting sets the terms and conditions for the liquidation
and appoints one or more liquidators, whose powers they shall determine and who
shall perform their duties according to law.




ARTICLE 28 -
DISPUTES




All
disputes that may arise during the term of the Company or upon its liquidation,
either between the Company and the shareholders or directors, or between the
shareholders themselves, which involve corporate business, shall be judged
according to law and subject to the jurisdiction
of the courts.




14