#Startup Lawyer in France: Articles of Association, Founders’ Agreement, BSA-AIR

Setting up a start-up involves a series of key structural legal decisions: legal form, allocation of share capital between founders, shareholders’ agreement, intellectual property, BSPCE (French start-up share warrants), preparation of the first fundraising round. Hashtag Avocats, a firm dedicated to digital business and innovation, assists founders at every stage, from incorporation to the arrival of the first investors. For an overview of our work with young innovative companies, see the page of our start-up law firm in Paris.

In its first years, a start-up takes legal decisions whose effects are felt throughout the life of the company. Poor initial structuring, an inadequate shareholders’ agreement, intellectual property rights not assigned by the founders or badly designed BSPCE can block a fundraising round, weaken an acquisition or set the shareholders against each other at the worst possible moment.

Structuring and incorporating your start-up

The choice of legal form, the drafting of the articles of association, the allocation of share capital between founders and the first governance rules determine the company’s future flexibility. We act from the incorporation stage to build a structure suited to the intended trajectory, without needless rigidity and without gaps that prove costly later.

Shareholders’ agreement (founders’ agreement)

The shareholders’ agreement organises relations between founders, between shareholders and, where applicable, between the company and its investors. It covers governance, exit rights, minority protection mechanisms, bad leaver clauses, preferential rights and decision-making rules. A missing or incomplete agreement is one of the most frequent causes of deadlock in growing start-ups.

We draft and negotiate shareholders’ agreements, taking into account the balance specific to each founding team. For more detail, see our dedicated shareholders’ agreement lawyer page.

Fundraising

A fundraising round commits the company to complex documents: term sheet, terms of issue of new shares, shareholders’ agreement, warranties given to investors, preference rights, ratchets, anti-dilution clauses. We prepare the legal documentation for the round, assist in the negotiation with investors and check that the commitments made remain compatible with the company’s trajectory.

We work closely with our dedicated fundraising lawyer and corporate lawyer practices.

BSPCE, BSA, AGA: employee incentive schemes

Incentive instruments allow employees, corporate officers and partners to share in the value created. BSPCE (bons de souscription de parts de créateur d’entreprise, French start-up share warrants) benefit from a specific tax regime, provided for by Article 163 bis G of the French Tax Code (Code général des impôts, CGI) (in French), reserved for companies meeting strict conditions (in particular liability to corporate income tax (IS) in France, age and ownership of the share capital). The BSA-AIR (share subscription warrant with a fast-track investment agreement) makes it possible to finance the seed stage while deferring the company’s valuation to the next round. BSA (share subscription warrants) and free share awards (AGA) follow their own tax and social security rules.

We structure these plans while making sure they are valid: eligibility of the company, exercise terms, vesting schedule, consistency with the shareholders’ agreement. See our dedicated pages on our BSPCE lawyer, BSA lawyer and AGA lawyer (in French) practices.

Start-up taxation: JEI status and tax credits

A start-up that invests in research and development may qualify for young innovative company (JEI) status, defined by Article 44 sexies-0 A of the French Tax Code (in French): an SME less than 8 years old devoting at least 20% of its expenses to research. The status opens up, in particular, exemptions from employer social security contributions on R&D staff and, subject to a decision by the local authorities, local tax exemptions.

Investors who subscribe to the share capital of a JEI between 2024 and 2028 also benefit from a 30% income tax reduction (Article 199 terdecies-0 A bis of the CGI (in French)), a concrete argument in seed rounds. Our full analysis of the regime: the tax regime for young innovative companies.

Intellectual property

The main asset of a tech or creative start-up is often intangible. Source code, database, trademark, content, algorithm: these assets must be protected from the outset. This requires, in particular, that the rights produced by the founders before or during the incorporation phase are actually assigned to the company, and that contracts with service providers, developers and employees properly organise the ownership of deliverables.

Governance and growth

As the company develops, its governance must evolve: strategic committee, board of directors, veto rights, investor reporting, approval procedures for strategic decisions. We structure these mechanisms and adapt them as funding rounds and growth stages unfold.

Contracts, data and compliance

Commercial contracts, strategic partnerships, distribution agreements and relations with subcontractors shape the development of the business. We draft and negotiate these documents, anticipating the most frequent contractual risks. For start-ups that process personal data, GDPR compliance is a condition of access to business-to-business markets and reassures investors: our GDPR lawyer practice provides support.

Exit and growth transactions

A start-up’s trajectory rarely ends by chance: full sale, entry of an industrial partner, merger, buyout by a fund. These transactions are prepared years in advance, through the quality of the corporate documentation, the actual ownership of intangible assets and the consistency of successive shareholders’ agreements. We assist founders in these negotiations, alongside the financial advisers, through to closing.

When to consult us

Before formalising the incorporation of the company. Before signing the first shareholders’ agreement. Before opening discussions with an investor. Before launching an incentive plan. When a shareholder wishes to leave. When a strategic partnership is taking shape. When the company is preparing an external growth transaction.

FAQ: startup lawyer in France

When should a start-up hire a lawyer?

As soon as the share capital is allocated between the founders, before registration. The most costly mistakes (poorly allocated capital, intellectual property not assigned, no shareholders’ agreement) are made even before the first customer. Initial groundwork costs little compared with a dispute between shareholders or a failed due diligence.

How much does a lawyer cost for a start-up?

It depends on the scope: a simple incorporation, a shareholders’ agreement, a BSPCE plan or the full documentation for a fundraising round represent very different volumes of work. We set our fees transparently and in advance, often on a fixed-fee basis for structuring transactions.

Which legal form should a start-up choose?

In practice the SAS (simplified joint-stock company) dominates, for its flexible articles of association, its compatibility with BSPCE and the entry of investors. The choice nevertheless depends on your situation: number of founders, desired social security regime, financing prospects. Every situation is different and deserves a dedicated analysis.

Can a start-up combine JEI status, the CIR and BSPCE?

Yes, these schemes can be combined when their respective conditions are met. JEI status (social security exemptions), the research tax credit (CIR) and BSPCE are each subject to their own criteria, which must be checked financial year by financial year and before each fundraising round.

Official sources

• Article 163 bis G of the French Tax Code, BSPCE regime: Légifrance (in French)
• Article 44 sexies-0 A of the French Tax Code, definition of the young innovative company: Légifrance (in French)
• Article 199 terdecies-0 A bis of the French Tax Code, tax reduction for subscriptions to the share capital of a JEI: Légifrance (in French)
• “Young innovative company (JEI)” information sheet: service-public.gouv.fr (in French)

Law verified as at 5 October 2026. This content provides general information and does not constitute legal advice. Every situation is different: we are available to analyse your project and propose support suited to your stage.

The firm and its work with young companies

Arnaud Touati and Harry Allouche, co-founders of the firm, were interviewed about legal support for young companies and start-ups in issue 104 of the magazine “Échanges Internationaux”, published by the International Chamber of Commerce. The interview focused on the specific needs of these companies, which the traditional ways of practising business law cover poorly: the pace of decisions, structuring of the share capital from the seed stage, and the relationship between the founders and the first investors.