#Business Lawyer in Paris: French Business Law

Business law covers all the rules governing the economic life of businesses, from their creation to their transfer or restructuring. It is a cross-cutting discipline: it covers company law, tax, commercial contracts, competition, intellectual property, digital law, businesses in difficulty and litigation. A business lawyer advises the company director, secures their transactions and defends their interests before the courts. Hashtag Avocats, in Paris, works across all of these areas for entrepreneurs, groups and investors. Every situation is different: our role is to connect these various branches in support of a coherent strategy.

French business law, a cross-cutting discipline

Business law is not a single subject. It refers to a set of legal disciplines that revolve around economic activity. Its historical starting point remains the commercial act (acte de commerce), defined in Article L110-1 of the French Commercial Code (Code de commerce). This provision lists the transactions deemed commercial by nature: buying in order to resell, banking transactions, supply undertakings and intermediary activities. This classification triggers specific rules on evidence, jurisdiction and limitation periods.

Several complementary branches have developed around the commercial act. Company law organises the structure of the business. Tax law governs its tax burden. Contract law secures its exchanges. Competition law sets its limits. Intellectual property law protects its intangible assets. A business lawyer understands how these branches interact. The sale of a business, for example, simultaneously involves company law, tax and contract law. Isolating one branch without considering the others exposes the director to risks.

Our approach is to handle each matter as a whole. We assist our clients with one-off transactions as well as ongoing advice. The sections below present the main areas covered and refer to our dedicated pages.

Commercial classification has significant practical consequences. As against a trader, a commercial act may be proved by any means, whereas civil law often requires a written document. Disputes fall within the jurisdiction of the Commercial Court (tribunal de commerce) and not the civil court of general jurisdiction (tribunal judiciaire). This summa divisio between civil and commercial acts still structures the subject today. It explains why a director must know the legal status of each of their transactions. The same contract may follow a different regime depending on the status of the parties.

Company law, the foundation of the business

Company law defines the legal framework of the business. Article 1832 of the French Civil Code (Code civil) sets out its definition: a company is formed by two or more persons who agree by contract to allocate property or their skills to a common enterprise, with a view to sharing the profit or benefiting from the savings that may result from it. In the cases provided for by law, it may also be formed by a single person. This provision is the basis of the company contract and of the obligation to contribute to losses.

The choice of legal form commits the director for the long term. The SARL (limited liability company), SAS (simplified joint-stock company), SA (public limited company) and non-trading company (société civile) follow distinct logics of governance, liability and taxation. Drafting the articles of association and the shareholders’ agreement determines the balance between the parties. Our team acts on incorporations, capital increases, share transfers and disputes between shareholders. It also secures external growth transactions and internal reorganisations.

Structuring a group raises specific issues. Setting up a holding company, allocating functions between entities and internal financial flows call for precise engineering. The shareholders’ agreement, for its part, organises the exit of the parties, pre-emption rights and governance. These documents anticipate deadlock situations and secure relations over the long term. Careful drafting avoids many future disputes.

We assist directors in structuring their group. See our page dedicated to the company law lawyer for more on governance, articles of association and relations between shareholders.

Mergers and acquisitions and growth transactions

Mergers and acquisitions allow a business to grow, diversify or pass on its activity. These transactions call on combined skills: acquisition due diligence, negotiation, legal and tax engineering. The due diligence phase identifies the risks attached to the target. The contractual documentation then allocates these risks between seller and buyer.

Warranties and indemnities (garantie d’actif et de passif) protect the buyer against undisclosed liabilities. Price adjustment clauses and additional price (contingent consideration) clauses, known as earn-out clauses, secure the valuation. Our team manages these transactions from start to finish, in liaison with the client’s financial advisers. It ensures consistency between the corporate, tax and contractual aspects.

For dedicated support with business combinations and disposals, see our mergers and acquisitions lawyer page. There we detail the steps of a transaction and the points to watch.

Business taxation

Tax determines the profitability of every transaction. Choosing the tax regime, structuring a group or preparing a sale require rigorous tax analysis. Corporate income tax, VAT, registration duties and the taxation of dividends form a complex whole. A management decision can have lasting tax consequences.

A tax lawyer secures these choices. They act in an advisory capacity, but also in litigation during a tax audit. The question of transfer pricing within international groups illustrates this issue: the tax authorities monitor indirect transfers of profits abroad. Our team assists businesses in defining their tax policy and in managing their relations with the tax authorities.

Discover our full expertise on the tax lawyer page, which covers tax audits, lawful tax optimisation and group structuring.

Commercial contracts

The contract is the everyday instrument of the business relationship. Article 1103 of the Civil Code provides that lawfully formed contracts have the force of law for those who made them. Article 1104 requires them to be negotiated, formed and performed in good faith. These principles structure the whole of contract law.

Distribution, franchise, commercial agency, subcontracting or supply: each type of contract follows its own rules. Clauses on duration, termination, exclusivity and liability determine the balance of the relationship. Precise drafting prevents disputes. Our team drafts and negotiates these agreements to provide legal certainty for our clients.

General terms and conditions of sale deserve particular attention. Article L441-1 of the Commercial Code requires them to be provided to any professional buyer who requests them. They set out the payment terms and the elements for determining the price. Once established, they form the basis of the commercial negotiation. Their drafting commits the business towards all of its partners.

For more on drafting and negotiating your B2B agreements, see our commercial contracts lawyer page. There you will find details of the sensitive clauses and the risks of termination.

Competition law

Competition law governs conduct on the market. It sanctions anti-competitive practices and unfair practices. Article L442-1 of the Commercial Code targets restrictive competition practices: it penalises a significant imbalance in the rights and obligations of the parties, as well as the abrupt termination of an established commercial relationship. These provisions protect business partners against abuse.

Unfair competition, free-riding (parasitisme) and disparagement, for their part, fall under civil liability. A business that is the victim of customer poaching or imitation can claim damages. Our team advises businesses on the compliance of their practices and defends them when they suffer unfair conduct.

Our unfair competition lawyer page details the actions available in cases of free-riding, disparagement or customer poaching.

Businesses in difficulty

Economic difficulty calls for a rapid legal response. The law on businesses in difficulty organises the prevention and treatment of business failures. Ad hoc mandate (mandat ad hoc) and conciliation offer confidential frameworks for negotiation with creditors. Safeguard, receivership and judicial liquidation are the collective insolvency proceedings in the strict sense.

A director facing cash-flow pressure must anticipate. Choosing the appropriate procedure protects the business and has a bearing on the director’s liability. Our team assists companies in preventing difficulties and in conducting proceedings. It also assists creditors in defending their rights.

See our lawyer for businesses in difficulty (in French) page to understand prevention, conciliation and collective insolvency proceedings.

Intellectual property and digital law

Intangible assets account for a growing share of the value of businesses. Trademarks, patents, designs and copyright protect the company’s innovation and identity. Defending them requires a strategy for filing, monitoring and litigation. Infringement and free-riding threaten these rights.

Digital technology adds a new dimension. IT contracts, data exploitation, compliance with the General Data Protection Regulation: these subjects require combined expertise in intellectual property law and digital law. Our team protects our clients’ creations and secures their technology projects.

Exploiting these assets requires rigorous contract management. Licence, assignment of rights and development agreements govern the exploitation of creations. An imprecise clause on ownership of rights can deprive the business of its innovation. Our team secures these agreements and anticipates the risks linked to technology subcontracting. It aligns the protection of rights with the client’s commercial strategy.

Explore these issues further on our intellectual property lawyer and digital law lawyer pages.

Commercial litigation

Commercial litigation resolves disputes arising from business life. Unpaid debts, breaches of contract, disputes between shareholders or disagreements with a partner most often fall within the jurisdiction of the Commercial Court (tribunal de commerce). The procedure requires a precise strategy, from the formal notice to the enforcement of the decision.

Mediation and arbitration offer alternative routes to resolution. They sometimes preserve the business relationship and speed up the handling of the dispute. Our team defends its clients’ interests before the courts as well as in amicable settlement processes. It favours the solution most suited to the economic stakes.

Our commercial litigation lawyer page presents our approach to litigation, from the amicable phase to judgment.

When to consult a business lawyer in Paris

Consulting a lawyer is not limited to crisis situations. It is essential from the creation of the business, when choosing the structure and drafting the articles of association. It supports growth: fundraising, bringing in new shareholders, entering new markets. It secures every significant contract concluded with a partner.

Certain signals call for immediate action. A tax audit, a formal notice, the termination of a commercial relationship or cash-flow pressure require a rapid response. Anticipating reduces the cost of risk. A legal review upstream often avoids costly litigation downstream. Every situation is different: a personalised assessment determines the appropriate strategy.

Using a cross-disciplinary firm offers a concrete advantage. The same matter often involves several branches of business law at the same time. The sale of a business (fonds de commerce) thus combines contract law, tax and company law. A dispute over termination involves both competition law and contract law. Coordinating these areas of expertise within the same team ensures a consistent strategy. The client has a single point of contact who manages the whole.

Hashtag Avocats assists directors, groups and investors on all of these issues. Our cross-disciplinary approach connects the different branches of business law in support of a single, coherent strategy.

Frequently asked questions

What is the difference between business law and commercial law in France?

Commercial law is one component of business law. It governs traders and commercial acts as defined in Article L110-1 of the Commercial Code. Business law is broader: it encompasses commercial law, but also tax law, company law, competition law and intellectual property. It refers to all the rules applicable to the economic life of a business.

When should you consult a business lawyer?

Consultation is essential from the creation of the company and at each significant transaction: sale, fundraising, major contract or dispute. It is also recommended during a tax audit or a financial difficulty. Anticipating makes it possible to secure decisions and reduce the risk of litigation. Regular support remains preferable to late intervention.

Does a business lawyer cover all these areas?

A structured firm brings together complementary skills. Each area, from company law to intellectual property, requires specific expertise. The advantage of a cross-disciplinary firm lies in coordinating this expertise on the same matter. A sale transaction, for example, simultaneously involves corporate law, tax and litigation.

What is the lawyer’s role in a growth transaction?

The lawyer secures each stage of the transaction. They carry out or supervise the acquisition due diligence, negotiate the documentation and allocate the risks between the parties. They ensure consistency between the legal, tax and contractual aspects. Their involvement reduces the client’s exposure to hidden liabilities and valuation uncertainties.

Official sources

• Article L110-1 of the French Commercial Code (commercial acts): Légifrance (in French)
• Article 1832 of the French Civil Code (definition of a company): Légifrance (in French)
• Article L442-1 of the French Commercial Code (restrictive competition practices): Légifrance (in French)

Law as verified on 5 October 2026. This content provides general information and does not constitute legal advice. Every situation is different: contact our team for support in business law.