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We support your company from its incorporation to its transfer, and at every decision that matters in between.
Company secretarial work looks like a formality as long as nothing happens. It becomes decisive again on the day of a sale, an inspection, a financing or a disagreement between shareholders — that is, at the moment when what was not done can no longer be made good.
The firm handles the company secretarial work of more than three hundred companies in the Basque Country, Béarn and the Landes, from family holding companies to groups with several subsidiaries, in constant contact with their chartered accountants.
Choosing the company form in the light of the project, the financing and the director’s social security status, drafting the articles, depositing the capital, formalities through to the Kbis. We work with your chartered accountant so that the legal choice and the tax choice are made together, and not one after the other.
Pre-emption, approval of transferees, tag-along, lock-up, exclusion, allocation of powers and of dividends: the agreement settles what the articles leave open. It is particularly useful in family groups, where the personal bond long masks the absence of rules.
Increases in cash or by capitalisation of reserves, reductions, contributions in kind with a contributions auditor, accordion transactions: we prepare the resolutions, the reports and the formalities, and check the tax consequences before the transaction.
Notices of meeting, management report, minutes, allocation of profit, filing with the court registry and company registers: the firm handles this work on a retainer for several hundred companies, with a timetable that is followed and deadlines that are met.
Setting up a holding company to buy a business, to structure a group, to prepare a succession or to house professional shareholdings: the structure is judged on its tax regime, its financing and its governance, not on the diagram alone.
The director’s remuneration, an advance on current account, a lease granted by an SCI owned by the shareholder: these agreements require an authorisation and approval procedure. Failing to follow it engages the director’s liability, and comes to light during due diligence.
Delegations of authority, holding office and an employment contract at the same time, leaving office, removal: we make sensitive decisions safe before they are taken, and defend the director when a claim is brought against them.
Winding a company up properly requires a resolution, a liquidator, liquidation accounts and a striking-off. A company left without activity and without filings exposes its director to penalties and complicates any later transaction.
The right moment
A related-party agreement regularised in time is a formality. Discovered during due diligence, it becomes a line of negotiation on the price, or even a condition precedent.
The subject is the same. It is when it is dealt with that makes the cost.
How we work
You set out the situation, we say frankly whether we are the right people and what the work would involve. No commitment at this stage.
It describes what is done, what is not, the basis on which fees are calculated and the timetable. Nothing starts without your written agreement.
One lawyer holds your file; each question is dealt with by whichever of us handles it every day. You have only one person to call.
Formalities, filings, deadlines: the firm takes over and keeps you informed until the file is closed.
Frequently asked questions
The length of the relationship settles nothing on the day of a divorce, a death or a difference over strategy. The very purpose of the agreement is to fix the rules while all is well — that is, at the only moment when they can still be discussed calmly.
An injunction with a penalty payment from the president of the commercial court, a fine, and above all a loss of credibility with banks and buyers. Repeated failure to file is the first signal that due diligence picks up.
There is no threshold expressed in figures, but there is a simple test: a holding company is justified if there is an acquisition to finance, several shareholdings to bring together or a succession to prepare. Set up without one of those reasons, it adds costs and obligations for nothing.
The combination is possible if it corresponds to technical duties distinct from the office, performed under genuine subordination and paid separately. In practice it is ruled out for a majority director. Reclassification puts unemployment insurance entitlements in question and exposes the company to a reassessment.
In principle it is, for any contribution in kind. In a SARL as in a SAS, the shareholders may dispense with one where no contribution exceeds thirty thousand euros and the contributions in kind together do not exceed half the capital — but they are then jointly and severally liable for the value attributed, for five years.
It all depends on the company form and the articles: removal ad nutum, for good cause, or under the procedure laid down in the articles. In every case the director must have been given the opportunity to make representations, and the circumstances of the removal must not be humiliating. Litigation almost always turns on those two points.
Leaving it dormant is possible for a time, with a declaration to the court registry, but the obligation to file the accounts remains. Beyond two financial years, a voluntary dissolution is almost always preferable: it costs a few hundred euros and avoids the build-up of risk for the director.
Practice areas involved
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