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Creation of companies

Our law firm specializing in business law and tax law supports its clients in structuring their business project by advising them on the most appropriate corporate form according to their specific situation from a legal point of view. business, social and tax law.

Likewise, we assist our clients in organizing trade relations with their business partners in order to limit their risk and optimize tax aspects.

In practice, we regularly carry out the following missions:

Creation of companies and modification of the K-bis at the commercial court registry

The creation of a company requires to carry out several steps such as the evaluation of the contributions in kind, the drafting of the articles of association of the company, the realization of the contributions, the publicity formalities, the constitution and the filing of the creation file of a company in the Trade and Companies Register (RCS).

 

The registration forms vary according to the chosen company status: commercial company, civil society, sole proprietorship.

Our tax law firm assists you in the creation of French capital companies or in the creation of partnerships.

The choice of the corporate form of your company is relatively important insofar as it determines the limits of the partners' liability as well as the tax regime of the company.

In the context of international operations, the form of a company can also have a relatively significant tax impact with regard to the application of European directives. It is therefore necessary to choose the right form for your situation in order to meet your objectives.

Our tax law and business law firm can advise you on the creation of the following capital companies:

- Société Anonyme “SA”;
- Limited Liability Company "SARL";
- Simplified Joint Stock Company "SAS";
- Limited Liability Company "EURL";
- Simplified Joint Stock Company “SASU”.

Likewise, your lawyer can carry out all the formalities related to the creation of your partnership, such as:

- Société Civile Immobilière "SCI";
- Company in Collective Name “SNC”;
- Joint Venture “SP”;
- Group of Economic Interest "GIE".

Our tax law firm will assist you with the deposit of capital funds and to set up an accelerated procedure at the registry of the Commercial Court.

In addition, during the life of a company, events or the wishes of the partners can lead to the modification of the articles of association. This process is subject to certain formalities. Only certain statutory modifications must be registered with the RCS, in particular those concerning the form of the company, its name, the amount of its capital.


Creation of companies abroad

In order to accomplish the realization of industrial or commercial projects, it may be considered to create a company abroad.

It is indeed common for French companies to be owned by foreign companies or for them to consider owning a subsidiary located abroad.

In these circumstances, your tax lawyer will assist you in the creation of these companies in conjunction with foreign lawyers so that the structure of the group is in accordance with French anti-abuse rules, European law and international tax conventions.

It also offers you help in locating your company in different jurisdictions and will direct you to tax-advantaged solutions which, however, remain in accordance with French anti-avoidance or anti-abuse rules.

Finally, our tax law firm will put you in touch with trusted professionals who will carry out on your behalf the administrative procedures related to the creation of foreign companies.

Joint venture

In the world of international business, this term refers to any form of cooperation between companies, mainly in the sectors of insurance, construction, research and technological innovation or production. A company can use the joint venture to enter a foreign market, partnering with a local partner rather than setting up a single branch or subsidiary.

This type of cooperation is fixed, either by a collaboration contract, or in both a contractual and corporate manner between companies which pool both resources and risks. The method of creation also determines the tax status of the joint venture.

Our tax lawyers assist our clients in the drafting of this collaboration contract by limiting the risks with regard to French law or foreign law in collaboration with our foreign advisers.

Partnership contract

The partnership contract is an administrative contract, allowing the State and its public establishments, to entrust to private partners a mission comprising mainly the financing of tangible or intangible investments necessary for the execution of the public service by the public person. itself, the realization of these, and their maintenance. The remuneration of these private partners (who own their achievements) is the subject of payments spread over the duration of the contract.

Partnership contracts can be concluded according to the procedures of the competitive dialogue, the call for tenders or according to a negotiated procedure under certain conditions. They must contain compulsory clauses relating to the duration of the contract, the sharing of risks, as well as the methods of control of the execution of the contract by the public body.

In principle, our tax law firm is responsible for drafting partnership contracts in negotiations with business partners.

Distribution agreement

The distribution contract is the legal act concluded between a supplier and an intermediary, called a distributor responsible for selling or promoting the products or services of the supplier.

There are two main models depending on how the contract is concluded. On the one hand, distribution contracts can be concluded with a distributor acting in his name and on his behalf, such as the franchise contract, the exclusive supply contract or the exclusive concession contract. Conversely, some distribution contracts are concluded with a distributor who does not act in his name and on his behalf, for example, the commission-affiliation contract, the commercial agent contract.

The drafting of each clause of these various contracts is important and must be the subject of a legal review by our lawyers to secure our clients.

Franchise contract

The franchise contract has been defined by case law as "a synallagmatic contract with successive execution by which a company called franchisor confers on one or more other companies called franchisees the right to reiterate, under the franchisor's brand, using its signs of customer rallying and its continued assistance, the management system previously tested by the franchisor and having to, thanks to the competitive advantage it provides, reasonably allow a diligent franchisee to do profitable business ”(CA Toulouse, May 25, 2004).

The franchise contract takes the form of a standard framework agreement in which several agreements are included: brand and brand license contract, know-how license contract, supply contract, service provision contract , etc. The franchisee is an independent trader, he has his own clientele and benefits from the ownership of a business and the right to renew his lease.


Restructuring (APA, TUP, splits)

The tax aspects of these various transactions are in principle important and our business law lawyers will be assisted by our tax lawyers to ensure the tax neutrality of the transaction under the preferential regime or will apply for authorization from the tax administration when needed.

Split

The scission is an operation largely inspired by the merger regime, by which a company transfers all of its assets to pre-existing or new companies, through the allocation to the partners of the divided company of shares or shares of the companies resulting from the scission. . Article L. 236-1 of the Commercial Code provides in paragraph 3 that any company, once it has legal personality, may participate, in one way or another, in a demerger operation, provided that the distribution of their assets among the partners has not started to be implemented.

Partial contribution active

 

The active partial contribution (APA) is the operation by which a company contributes part of its assets to another, new or pre-existing company, to receive, in return for the social rights of the beneficiary company. Unlike a split, APA does not entail a universal transfer of all or part of the company's assets to one or more others.

The partial contribution of assets has two legal regimes: alongside a common law regime there is a special regime. Under the ordinary law regime, the company benefiting from the contribution must implement either the procedure specific to capital increases in the form of a contribution in kind if the company is pre-existing to the operation, or that specific to the constitutions if it is the creation of a new company. The Commercial Code also provides for the possibility of the application of the scissions regime to promote the contribution procedure.

Universal transmission of assets (TUP)

Resulting from article 1844-5 of the civil code, the TUP is a mode of transmission which consists in the substitution of the acquiring company in all the assets, rights and obligations of the absorbed company. More specifically, when a company owns 100% of the capital of another company, this parent company can dissolve its subsidiary.