A young company is not set apart from any other company by the law that applies to it, but by the timetable: everything happens faster, often before the articles have provided for it. A shareholder leaves after eight months, an investor asks for a clause the shareholders’ agreement does not contain, a provider claims ownership of the code they wrote.
We support founders in the Basque Country, Béarn and the Landes from incorporation through to the first capital transaction, working with their accountant and, when the time comes, with the regional funds and financial partners we have known for thirty years.
We choose with you the form suited to the project and to its funding — most often the SAS, sometimes the SARL — together with your accountant on the tax and social security side. We draft the articles, assemble the documents, deposit the capital and follow the formalities through to the issue of the Kbis.
The articles organise the company; the agreement organises the relations between the people. Exit, lock-up, pre-emption, tag-along, drag-along, non-competition undertakings, division of roles: it is the document that stops the departure of a co-founder from paralysing the business.
Granting share warrants to the first employees requires a collective decision, a set of plan rules and a defensible valuation. We prepare the whole of it and check that the company qualifies for the scheme, a condition often discovered too late.
We act from the term sheet to closing: prior due diligence, negotiation of the liquidation preference and anti-dilution clauses, the capital increase, updating the shareholders’ agreement, filing the deeds. Our role is to preserve what matters to you once the money has been paid.
Terms of sale, terms of use, subscription terms, privacy policy: these documents set liability, time limits and how the contract may be ended. A template found online becomes a problem on the day of the first dispute, or of the first request from a large corporate customer.
The code, the trade mark, the database and the graphic works must belong to the company, not to those who produced them. We secure the assignments of rights with providers and founders, and file the trade marks.
Customer contracts, distribution contracts, confidentiality agreements, technical partnerships: we draft those that bind you for the long term and review those you are asked to sign, pointing out what can still be negotiated.
Share transfers, buy-back by the company, exclusion, capital reduction: a shareholder’s departure is prepared before it happens. Where it is badly framed, it immobilises the business at the very moment it needs to raise funds.
The right moment
A shareholders’ agreement drafted at the start is negotiated in a few hours. The same agreement, called for by an investor during a fundraising, is negotiated under time pressure — and paid for in points of capital.
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
For a project meant to take in investors, the SAS is almost always the answer: freedom in drafting the articles, preference shares, no social security contributions on the president’s dividends. The SARL keeps its interest for a family project or one with two shareholders, the majority manager’s social security regime often being cheaper. The answer depends above all on what you plan to do in the next three years.
It is precisely with two that it is indispensable, since no majority emerges in the event of disagreement. Without an agreement, a 50/50 deadlock is settled in court, with a provisional administrator and several months of paralysis.
Before the first public communication, and after a prior-rights search. A filing costs a few hundred euros; a change of name forced on you after two years of trading costs your search ranking, your materials and sometimes customers.
No, unless there is a written assignment. Under French law the author of software keeps the economic rights in it for as long as no contract has expressly assigned them, setting out the rights transferred, their scope and their duration. A paid invoice is not an assignment. It is the first point an investor checks, and one of the most frequently defective.
The law allows it for the SAS and the SARL. In practice, token capital closes off bank lending, weakens commercial credibility and leaves the company with no initial cash. Capital consistent with the first requirements, topped up if need be by shareholder current account advances, is a better starting point.
The president of a SAS falls within the general social security regime without being an employee in employment law terms. Combining that with a contract of employment requires technical duties distinct from the office held and a genuine relationship of subordination — a condition rarely met where you hold the majority. The consequences of reclassification bear on unemployment insurance and on contributions.
Without a vesting clause or an undertaking to sell, they keep all their shares and become a passive shareholder in the company they have left. It is the situation that blocks the most fundraisings, and it is prevented by two clauses drafted at the start.
Practice areas involved
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