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Corporate Law

12 Feb
Call option agreement (French business law)
A call option agreement, or simply labelled a call, is a contract entered into by a potential purchaser of company shares or securities (the “ Purchaser ”) with the holder of such securities (the “ Seller ”), whereby...
10 Jan
Put option agreement (French business law)
A put option agreement, or simply called a put, is a contract entered into by a potential seller of company shares or securities (the “ Seller ”) with the potential purchaser of such securities (the “ Purchaser ”),...
06 Mar
Company loans (French corporate law)
Banking monopoly The right to lend money to individuals and corporations on a regular basis is reserved in France to financial insitutions. Money lending by any person other than a bank is therefore strictly...
21 May
Drag-along right (French corporate law)
A drag-along right is the right for certain shareholders willing to sell their stake to force all other security holders to join the deal and therefore sell their own shares and securities. A drag-along right...
15 May
Embezzlement (French business law)
Embezzlement is the fraudulent conversion of a company’s funds or other property by a director of the company. The following acts, inter alia, have been judged by French courts to constitute embezzlement: Use, by a...
18 Mar
Company bylaws (French corporate law)
The by-laws of a company make part of its constitutive documents. Their purpose is to set forth the rules which will govern the company and the relationship between its shareholders. The company by-laws are often...
19 Mar
SARL – Incorporation conditions (French corporate law)
A SARL is a form of limited liability company. Shareholders Any person can become a shareholder of a French SARL, including non-French residents. Subject to certain exceptions, a SARL may validly exist with only...
09 Mar
Share capital contributions (SARL)
The share capital of a SARL may be contributed in cash or in kind (by the contribution of assets). The amount of share capital must be indicated in the company’s bylaws, as well as on all documents issued by the...
18 Mar
Liabilities of French corporate officers
Corporate officers of French companies (CEOs, members of a board of directors, etc.) may incur civil or criminal liability for various acts or omissions. Civil liability Civil liability may be incurred, inter...
25 Feb
Corporate governance structure
A corporate governance structure is the mechanism put in place to determine the distribution of management and control powers and duties within a company. While the day-to-day management of a company always vests...
25 Mar
SAS or SARL?
Most companies are incorporated in France under the form of a SAS (" société par actions simplifiée" , or a limited liability company by shares) or a SARL (" société à responsabilité limitée" or a limited liability...
20 Feb
Acquisition of a French company (French corporate law)
The acquisition of a company is effected through a purchase of its share capital from the company’s existing shareholders. It therefore entails not only the purchase of the company’s assets, but also of its...
20 Feb
Prior approval clause in a SAS
The bylaws of a SAS (" société par actions simplifiée ") may provide for a prior approval clause. A prior approval clause (“ clause d’agrément ”) is a clause which subjects the transfer of shares by a shareholder to...
20 Feb
Bylaws of a French company - prior approval clause
A prior approval clause (“ clause d’agrément ”) is a clause which subjects the transfer of shares by a shareholder to the prior approval of the shareholders’ assembly or another corporate body. The purpose of a...
20 Feb
How to incorporate a French company?
Corporate form, amount of share capital, rights and obligations of shareholders To form a French company, the corporate form of the company, the amount of its share capital, as well as the rights and obligations of...
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