#Corporate Lawyer in Paris: Shareholders’ Agreements, Fundraising and Transactions

Corporate Lawyer in Paris: Shareholders’ Agreements, Fundraising and Transactions

Corporate law shapes the legal life of a business, from its incorporation to its transfer. Incorporation, shareholders’ agreement, fundraising, governance, capital transactions, mergers and acquisitions, restructurings, shareholder disputes: each stage calls for precise contractual techniques and close coordination with tax, employment and competition law. Our firm assists start-ups, SMEs, mid-sized companies, groups, investment funds and directors in Paris and throughout France.

This page sets out our approach to corporate law: incorporation and structuring, shareholders’ agreements, fundraising, governance and general meetings, capital transactions, restructurings and disputes. Each situation is examined in light of the applicable law and the client’s strategy.

Setting up and structuring a company in France

The choice of legal form determines governance, taxation, the director’s social security regime and the admission of investors. The most widely used forms are the SAS (simplified joint-stock company), the SA (public limited company), the SARL (limited liability company) and the société civile (civil-law company). The French Commercial Code (Code de commerce) governs the SAS in Articles L. 227-1 et seq. and the SA in Articles L. 225-1 et seq. The SAS offers very broad freedom in drafting the articles of association; the SA remains relevant for capital markets transactions and for certain two-tier governance structures (supervisory board and management board).

Our firm drafts the articles of association, the agreements and the incorporation documents (instrument appointing the directors, contribution auditor’s report in the event of a contribution in kind, registration with the Trade and Companies Register (RCS)). We advise on sensitive clauses in the articles: admission of new shareholders, share transfers, majorities, rights attached to shares (preference shares, multiple voting rights, free shares).

Shareholders’ agreements and governance

The shareholders’ agreement organises relations between shareholders beyond the articles of association. It covers governance (composition and functioning of the corporate bodies, quorum and enhanced majorities for sensitive decisions), share movements (pre-emption, approval (agrément), lock-up, tag along right, drag along right), information rights and exit mechanisms (compulsory buy-out, call or put options, liquidity clause).

In venture capital transactions, shareholders’ agreements include specific mechanisms: ratchet clauses (anti-dilution protection), liquidation preferences, vesting of founders’ shares, non-compete undertakings. We calibrate these clauses according to the company’s stage, the parties’ objectives, recent case law and the related tax treatment.

Our teams also handle day-to-day governance: preparing board of directors’ meetings, ordinary and extraordinary general meetings, minutes, RCS filings and approval of the accounts. For the management of corporate bodies, see also our company law lawyer page.

Fundraising and capital transactions

A fundraising round involves a set of interdependent contracts: term sheet, shareholders’ agreement, subscription agreement, pre-emption agreement. Depending on the company’s maturity, the instruments vary: ordinary shares, preference shares, share warrants (BSA), BSA-AIR (warrants under a fast-track investment agreement), convertible bonds (OC), bonds with share warrants (OBSA). Each instrument has its own rules on conversion, valuation and tax treatment.

We assist our clients in seed, Series A, Series B rounds and beyond, as well as in continuation or refinancing rounds. Typical issues are pre-money and post-money valuation, the waterfall on exit, structuring investors’ rights and protecting the founders. Management packages give directors and key managers a share in value creation: see our employee and management incentives lawyer page for details of BSPCE, BSA, AGA (free share awards) and stock option schemes.

Capital transactions (increases, reductions, demergers, simplified mergers, partial asset contributions) follow strict formalities: reports of the contribution or merger auditor, decisions of the extraordinary general meeting, legal publications, RCS filing. Tax rules are set out in particular in Articles 210 A et seq. of the French Tax Code (CGI) (in French) for the favourable merger regime.

Mergers, acquisitions and corporate transactions

Mergers and acquisitions combine legal due diligence, negotiation, drafting of transaction documents, closing and post-transaction follow-up. We act for sellers and buyers, on share deals, asset deals and mergers in the strict sense. Our practice covers sensitive clauses (warranty and indemnity (garantie d’actif et de passif), earn-out, non-compete) and regulatory approvals (merger control, foreign investment control).

For transactions focused on a business (fonds de commerce), see our sale and purchase of a business lawyer page. For the taxation of disposals and restructurings, see our tax lawyer in Paris page.

Restructurings and corporate litigation

Restructurings aim to adapt the legal structure to economic needs: creation of a holding company, partial asset contributions, universal transfer of assets and liabilities (TUP), hive-downs into subsidiaries, group simplifications. Each transaction is documented by a draft plan, shareholder decisions and the required legal publications. The TUP (Article 1844-5 of the French Civil Code) allows a subsidiary wholly owned (100%) by a company to be dissolved without liquidation, with that company receiving all of its assets and liabilities.

Corporate litigation covers disputes between shareholders (abuse of majority, abuse of minority, exclusion of a shareholder, disputes over information rights), liability actions against directors (company action brought ut singuli and ut universi, Articles L. 225-252 and L. 227-8 of the Commercial Code for the SAS), challenges to general meetings and contractual disputes (warranty and indemnity, non-compete). We plead before the commercial courts (tribunaux de commerce) and arbitral tribunals.

Groups of companies and intra-group governance

Organising as a group of companies calls for a specific legal and tax framework: intra-group agreements, transfers of services, tax consolidation (Articles 223 A et seq. of the CGI), transfer pricing, management of financial flows. French law recognises the group interest under certain conditions defined by the case law of the criminal chamber of the French Supreme Court (Cour de cassation) (Rozenblum judgment, Cass. crim., 4 February 1985, appeal No. 84-91.581): the financial support must be dictated by a common economic, social or financial interest, assessed in light of a policy drawn up for the group as a whole; it must not be devoid of consideration or upset the balance between the companies concerned, nor exceed the financial means of the company bearing the cost.

Intra-group agreements (services, management fees, trade mark or patent royalties, cash management agreements within the meaning of point 3 of paragraph I of Article L. 511-7 of the French Monetary and Financial Code) must be documented and justified to withstand a tax audit or a later challenge.

How our firm assists you

Our corporate team works in a cross-disciplinary way: where needed, each matter brings together corporate, tax, employment, intellectual property and litigation issues at the same time. This coordination allows fast and consistent decision-making, whether the transaction is an incorporation, a fundraising round, a merger or acquisition, or a restructuring.

We favour written fee agreements, clear deliverables and hands-on support for directors and their teams. To present your project, please contact us using the firm’s contact form.

Frequently asked questions

What is corporate law?

Corporate law refers to all the rules governing the legal life of a commercial company: incorporation, governance, shareholders’ agreement, fundraising, capital transactions, mergers and acquisitions, restructurings, corporate litigation. It interacts with tax law, employment law and competition law.

What is the difference between the articles of association and a shareholders’ agreement?

The articles of association are the published corporate document, enforceable against everyone and publicly available through the RCS. The shareholders’ agreement is confidential and enforceable only against its signatories. It extends and clarifies the rules in the articles on governance, share transfers and exit. In the event of a conflict between the articles and the agreement, the articles prevail, but the undertakings in the agreement may give rise to compensation between the signatories.

Why sign a shareholders’ agreement?

To organise governance confidentially, anticipate departures and arrivals, protect minority shareholders, secure the position of directors, structure the exit and clarify how value is shared. Without an agreement, the default rules of the Commercial Code apply, and they are often too general for the specific needs of a project.

What is a preference share?

It is a share carrying special rights (financial, voting, information) provided for by Articles L. 228-11 et seq. of the Commercial Code. Preference shares make it possible to grant investors enhanced rights (liquidation preference, anti-dilution, veto over certain decisions), while preserving the founders’ ordinary rights.

How does a fundraising round work?

The round takes place in several stages: preparing the pitch and the valuation, signing a term sheet with the lead investors, negotiating the shareholders’ agreement and the amended articles of association, due diligence by the investors, decision of the extraordinary general meeting, actual subscription of the shares and deposit of the funds, formal recording that the capital increase has been completed, RCS publication. The whole process generally takes two to four months.

What remedies are available against a director who harms the company’s interest?

Several actions are possible: removal (under the rules specific to the legal form), company liability action (brought ut singuli by a shareholder), individual action for compensation of personal loss, application for the appointment of an interim administrator, and, where appropriate, criminal proceedings for misuse of corporate assets (abus de biens sociaux) (Article L. 242-6 of the Commercial Code for the SA).

When is a merger subject to French merger control?

When the transaction is a concentration within the meaning of Article L. 430-1 of the Commercial Code and exceeds the thresholds of Article L. 430-2. Since 1 September 2026 (Law No. 2026-403 of 26 May 2026), the general threshold requires a total worldwide turnover, excluding VAT, of the parties of more than €250 million and turnover achieved in France of more than €80 million by at least two of them, where the transaction does not fall within the scope of Regulation (EC) No 139/2004. Lower thresholds apply to retail trade and to the French overseas territories. Notification to the French Competition Authority (Autorité de la concurrence) is then mandatory and completion is suspended pending clearance.

How is a capital increase taxed?

Pure cash contributions are not taxed. Contributions in kind or mixed contributions may trigger a specific regime (contribution of a property, of a business or of shares). Mergers, demergers and partial asset contributions may benefit from a favourable regime (Article 210 A CGI for tax neutrality, subject to conditions). Each structure must be validated before completion to secure its treatment.

Every situation is different: the information on this page is general and does not replace legal advice tailored to your case. The firm makes no promise of outcome; it commits to the means it deploys.