#Deeptech Startup Lawyer in France

A deeptech start-up turns a breakthrough scientific innovation into an industrial product. Its legal structuring differs from that of a conventional start-up on four critical points: the intellectual property chain (often originating in public research), freedom to operate (FTO) in the face of prior patents, the incentive model for scientific founders (BSPCE, BSA, researcher status), and the enhanced due diligence required by deeptech investors. Close attention to the legal framework for public research determines the final value.

Legal features of a deeptech company

Three characteristics distinguish a deeptech company from a conventional tech start-up:

• Research origin: the technology is often born in a public laboratory (university, CNRS, INSERM, INRIA, CEA), with a transfer organised by a licence or assignment agreement.
• Long road to technological maturity: several years often separate the proof of concept from the market. The TRL (Technology Readiness Level) scale sets the milestones.
• Capital intensive: larger and more frequent funding rounds than a software start-up, justified by the need for industrialisation, certification and broad IP protection.

These features call for distinct legal choices from the seed stage.

Intellectual property at the heart of value

IP is the main asset of a deeptech company. Its organisation revolves around three questions:

• Who owns the patents? The research institution, the SATT (technology transfer acceleration company), or the start-up after assignment. Law No. 99-587 of 12 July 1999 (in French) and Chapter I of Title III of Book V of the French Research Code (Code de la recherche) (in French) govern the transfer.
• Patent or trade secret? A patent (Articles L. 611-10 et seq. of the French Intellectual Property Code (CPI) (in French)) requires public disclosure in exchange for a 20-year monopoly from the filing date (Article L. 611-2 of the CPI). Trade secret protection (Articles L. 151-1 et seq. of the French Commercial Code) offers unlimited duration but is lost in the event of a leak.
• Freedom to operate (FTO): holding a patent is not enough to be able to market the product; you must make sure that no prior patent blocks its use. Investors frequently ask for an FTO study, whose cost depends on its scope.

The status of researcher-entrepreneurs

Public-sector researchers may take part in the creation or the life of a start-up under several regimes provided for by the Research Code:

• Participation in the creation (Article L. 531-1): as a shareholder or corporate officer, subject to authorisation requested before the negotiation of the commercialisation agreement and before registration (Article L. 531-2).
• Scientific contribution (Article L. 531-8): providing scientific input to a company that commercialises public research, under an agreement setting the time devoted to the company.
• Member of the management bodies (Article L. 531-12): holding limited to 32% of the share capital and voting rights, without leaving public office.

The PACTE Act of 22 May 2019 (in French) relaxed these regimes to encourage scientific entrepreneurship.

Equity incentives

To align the interests of researchers, corporate officers and scientific advisers, two tools predominate:

• BSPCE (French start-up share warrants) governed by Article 163 bis G of the French Tax Code (Code général des impôts) (in French): reserved, in particular, for employees and corporate officers of companies less than 15 years old; the exercise gain is taxed at 12.8% (30% if the beneficiary has worked in the company for less than three years), excluding social levies.
• BSA (share subscription warrants) provided for in Articles L. 228-91 et seq. of the Commercial Code: a flexible tool for external advisers, with less favourable taxation but no eligibility conditions.

Deeptech fundraising

Deeptech funds (Bpifrance, specialised funds) apply a specific set of criteria:

• Technological maturity measured by TRL (1 to 9).
• Strength of the IP (granted patents or pending applications, FTO).
• Scientific and technical team.
• Time-to-market and industrialisation plan.
• Addressable market and technical competitive advantage.

Specific support schemes, such as the i-Lab competition, French Tech Émergence, the research tax credit (Crédit d’Impôt Recherche) and young innovative company status (Jeune Entreprise Innovante), accompany the company’s development and must be built into the financial strategy from the outset.

Enhanced due diligence by deeptech investors

Due diligence on a deeptech company covers five areas:

• Intellectual property chain: assignments by the founders, agreements with laboratories, freelancers, interns.
• Freedom to operate: mapping of competitors’ patents, risk of IP litigation.
• Cap table and dilutive instruments: BSPCE granted, BSA, free shares (AGA), convertibles, founder vesting.
• Regulatory compliance: GDPR, sector rules (health, finance, energy), possible dual use.
• Technological maturity: actual TRL validated by an expert, remaining technical milestones.

Sector regulations to anticipate

• Health: CE marking for medical devices, MDR/IVDR compliance, authorisations from the ANSM (French medicines and health products agency).
• Finance: authorisation from the ACPR (French prudential supervision and resolution authority) or the AMF (French financial markets authority), MiCA compliance for digital assets, DSP2 (revised Payment Services Directive) for payments.
• Energy and environment: ICPE (installations classified for environmental protection), sector certifications.
• Cybersecurity: SecNumCloud, CSPN certification (first-level security certification), NIS2 compliance.
• Dual use and export: Regulation (EU) 2021/821 on civil-military dual-use items.

Typical legal pitfalls for a deeptech start-up

• Source code or inventions of the founders not assigned to the company.
• University licence with overly strict diligence obligations.
• Co-ownership of patents between institutions not yet negotiated.
• Premature disclosure of an invention before filing a patent (loss of absolute novelty).
• Incorrect BSPCE/BSA classification for external advisers.
• GDPR neglected, particularly for deeptech companies processing health data or big data.

The role of a deeptech lawyer

A deeptech lawyer acts at every stage: initial structuring, negotiation of agreements with laboratories and SATTs, patent filing and defence, setting up incentive plans, support for fundraising rounds, regulatory compliance audits. The practice combines company law, intellectual property, tax law and a technical understanding of the scientific field.

In-depth articles on deeptech law

• University spin-off: how to transfer a technology from the laboratory to the start-up? (in French)
• How to reward researchers and scientific advisers (BSPCE/BSA)?
• Patent or trade secret: which strategy for a deeptech start-up?
• Deeptech due diligence: what do investors check?

Every deeptech project calls for a case-by-case analysis, depending on its sector of activity, its level of technological maturity and the existing intellectual property chain.

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.