Fonds de Commerce Sale in France: Definition and Process
A business (fonds de commerce) combines tangible assets (equipment) and intangible assets (clientele, leasehold right, shop sign, trade marks). Definition, deed of sale, publication, creditor objections and registration duties.
Shareholders’ Agreement in a French SAS vs SARL: Pacte d’associés or Pacte d’actionnaires?
Pacte d’associés and pacte d’actionnaires: the same document under different names, or real legal distinctions? What it changes in practice depending on the company’s legal form.
Setting Up a Startup in France: the Key Pillars to Build On
Building a start-up on solid ground rests on several pillars: concept, profitability, organisation, communication and priorities.
How BSA-AIR Start-up Funding Works: A Suitable Tool for Growing Start-ups
The BSA-AIR combines a share subscription warrant and a rapid investment agreement, useful to start-up founders and investors alike.
IP Ownership in an R&D Collaboration Agreement: Who Owns the Results?
R&D collaboration: who owns the results? Freedom of contract, employee inventions (Art. L. 611-7) and joint ownership of patents (Art. L. 613-29 et seq.).
Employee Inventions in France: How Should an Innovative Company Manage Them?
Article L611-7 of the French Intellectual Property Code (Code de la propriété intellectuelle) classifies employee inventions into three categories.
Investor Clauses in the Shareholders’ Agreement When Raising Funds
In a fundraising round, the content of the shareholders’ agreement clauses matters as much as the split of the share capital.
How to Protect Non-Patentable Know-How in an R&D Project in France
Non-patentable know-how: protection as a trade secret (Article L.151-1 of the French Commercial Code), three cumulative criteria and reasonable protective measures.
Types of Insolvency Proceedings in France: A Complete Guide
Judicial safeguard proceedings are preventive: they are aimed at companies in difficulty that are not yet in cessation of payments.
Negotiating SPA Warranties in France (Garantie d’Actif et de Passif)
How do you negotiate a warranty and indemnity (garantie d’actif et de passif) in a sale transaction? Scope, caps, thresholds, duration, enforcement mechanisms: the key points for the seller and for the buyer.
Management Fees in a French Group: Tax Deductibility Conditions and Risks
Management fees are subject to strict conditions of tax and legal validity. Real services, proportionality, documentation: what a group risks when its agreements do not stand up.
Can You Sign an SCI Share Transfer Remotely? Electronic Signature Rules in France
This article in brief Yes, the French Civil Code (Code civil) accepts electronic writing for deeds where writing is required for validity, under the conditions of Articles 1366 and 1367.The electronic signature must rely on a reliable identification process that guarantees its link with the deed.A document that is scanned, signed by hand and sent […]
BSPCE vs BSA vs Free Shares (AGA): Which Tool for Which Objective?
BSPCE, BSA, AGA: three incentive mechanisms with different rationales. Beneficiaries, legal conditions, tax and social security regimes.
How to Exit a French Company Without a Shareholders’ Agreement
You want to sell your shares but there is no shareholders’ agreement. What are your remedies, your rights and the options available depending on the company form?
How to Terminate a Trademark Licence in France for Damage to the Brand Image
Damage to the brand image by the licensee: on what basis to terminate the licence, and the role of the quality control clause and of termination for non-performance.
GDPR Processor: Return or Deletion of Data at the End of the Contract
Deletion, return of data and destruction of copies at the end of a data processing agreement: what Article 28(3)(g) of the GDPR provides.
Approval Clause in France: Definition, Role and Procedure
The approval clause controls the entry of new shareholders into the share capital. Rules for the SARL, the SAS and other joint-stock companies, procedure and buyback explained by our lawyers.
Share Buyback in France: Can a Company Buy Back Its Own Shareholders’ Shares?
A company may buy back its own shareholders’ shares in the cases strictly provided for and regulated by law.
Lawyer Fees for an SCI Share Transfer: What Does the Deed Cost?
The article in brief Four cost items are often confused: fees, registration duties, formalities costs and tax on any capital gain.Lawyers’ fees are freely set and fixed in an agreement concluded before the engagement begins.Analysing a rejected deed, drafting a new deed and taking over a matter already under way do not involve the same […]
Data Transfers Outside the EU: Which GDPR Standard Contractual Clauses (SCCs) to Use?
Adequacy, standard contractual clauses (Decision 2021/914), derogations and Schrems II requirements: how to give a transfer of data outside the EU a proper legal framework.
HDS Certification in France: Health Data Hosting Compliance Explained
Health data hosting is a major issue for any professional in the healthcare sector who handles this information in France.
50/50 Shareholder Deadlock in France: Which Clauses Break the Impasse
A company held 50/50 by two shareholders is structurally exposed to deadlock, as neither can prevail in a collective decision.
Exclusive or Non-Exclusive Trademark Licence in France: The Strategic Impact
Choosing between an exclusive and a non-exclusive trademark licence is a strategic decision that determines the royalty, the obligations and the licensee’s protection.
Transfer Pricing Documentation in France: Which Companies Are Affected?
Any company that trades with related entities abroad may be affected by transfer pricing. Thresholds, documentation requirements, risks: what you need to know.
Company Dissolution in France: Definition and Legal Steps
Dissolution formally ends a company’s business, without immediately bringing about its legal disappearance.
How to Set a Trademark Licence Royalty Rate in France
Trademark licence: how to structure the royalty, the royalty base, the guaranteed minimum and the negotiation variables. Legal framework: Article L. 714-1 of the French Intellectual Property Code (CPI).
Management Package in a French LBO: How It Works
How does a management package work in an LBO? Sweet equity, ratchet, BSA, AGA: mechanisms, economic logic and points to watch for managers.
Intragroup Cash Pooling in France: Corporate Interest and Other Validity Conditions
What conditions must an intragroup cash pooling agreement meet to be valid in France? Corporate interest, market rate, documentation, risk of misuse of corporate assets: what the law and case law require.
Why Carry Out a TUP? The Benefits of a Universal Transfer of Assets in France
The universal transfer of assets and liabilities, commonly known as a TUP, is attracting more and more business leaders who want to reorganise their group or bring…
Dissolution Without Liquidation in France: Tax Consequences of a TUP for Companies
A universal transfer of assets and liabilities (Transmission Universelle de Patrimoine), often referred to by its acronym TUP, is a legal mechanism commonly used in the…
