Practice area
Corporate law
Supporting your company from incorporation to transformation
Our team assists founders and business leaders with the incorporation, structuring and transformation of their companies. From the choice of corporate form to business transfer, we act at every stage of your company's life.
Incorporation and structuring
- Choice of corporate form and drafting of articles of association (SA, SAS, SARL, SCI, professional civil partnerships)
- Drafting of shareholders' and partners' agreements
- Structuring of corporate groups (holding companies, subsidiaries)
- Issuance of securities and financial instruments
Capital transactions
- Capital increases and reductions
- Creation of differentiated classes of securities (preference shares, units with enhanced rights)
- Assisting investment funds with their equity investments
- Equity and quasi-equity transactions
Pactes Dutreil and business transfers
- Structuring and implementation of pactes Dutreil (Dutreil agreements, a French tax-favoured transfer scheme)
- Gifts of shares with retained usufruct
- Gradual transfer of control to heirs
- Coordination with our wealth and estate planning and tax law teams
Restructurings and exceptional transactions
- Mergers, demergers and partial asset contributions
- Acquisitions and disposals of controlling stakes
- Securities transactions
- Dissolution and liquidation
- Change of corporate form
Cross-disciplinary audits
Working alongside our employment law, tax law and corporate law teams, we carry out cross-disciplinary audits to identify the legal, employment and tax risks within your structures. These audits are particularly recommended ahead of a sale or merger, or as part of a preventive compliance review.
Ongoing corporate housekeeping
- Corporate secretarial services (general meetings, management reports, filings)
- Legal and regulatory monitoring
- Assistance with disputes between shareholders
- Governance advice
Key takeaway
From the incorporation of your company to its transfer, including the most complex restructuring transactions, our corporate law team draws on cross-disciplinary skills in coordination with the firm's tax law and wealth and estate planning practices.
Frequently asked questions
When should you call on a lawyer?
The choice depends on the number of shareholders, the desired tax regime, the protection of personal assets and your growth plans. The SAS offers great contractual freedom, the SARL a more regulated framework, while the SA suits large-scale projects. A corporate lawyer analyses your situation to recommend the most suitable structure.
The shareholders' agreement supplements the articles of association by organising relations between shareholders on a confidential basis. It should provide for exit clauses (drag along, tag along), governance rules, dividend distribution policy, non-compete undertakings and dispute resolution mechanisms.
The pacte Dutreil (Dutreil agreement) provides a 75% exemption from transfer duties when company shares are passed on. The conditions include collective and individual holding commitments and the exercise of a management role by one of the parties to the agreement. Putting it in place requires rigorous legal structuring.
A share sale involves valuing the company, negotiating the price and warranties (liabilities warranty), drafting the sale agreement, obtaining the required approvals and completing publicity formalities. Legal support secures each step and protects both seller and buyer.
The conversion makes sense when you want to bring in investors, set up flexible management arrangements or optimise the executive's remuneration. The transaction requires a report from a statutory auditor, a unanimous decision of the shareholders and filings with the commercial court registry. It can be carried out without dissolving the company.
Shareholder disputes can paralyse a business. Solutions range from mediation to the forced sale of shares, including the appointment of a provisional administrator. A lawyer assesses the situation, seeks an amicable resolution and, where necessary, initiates court proceedings to break the deadlock.
Setting up a holding company makes it possible to optimise taxation (the French parent-subsidiary regime, tax consolidation), facilitate the transfer of family wealth, pool support functions and secure group governance. The structure must be tailored to your personal and operational objectives to deliver its full benefits.
A question about this area?
Our team is available to review your situation and provide an appropriate answer.
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