The development and reorganization of companies encompass acquisitions, disposals, capital increases or reductions, and corporate transformations. We assist you in securing these key steps and optimizing the legal and tax strategy of your business.
Acquisitions and disposals of shares and equity interests
Legally structuring your transfers and equity investments
1. What is it?
Acquisitions and disposals involve the transfer of ownership of a company’s securities:
Equity interests (parts sociales): in private limited companies (SARL), general partnerships (SNC), civil companies, etc.
Shares (actions): in simplified joint-stock companies (SAS), public limited companies (SA), partnerships limited by shares (SCA), etc.
2. Who is concerned?
Shareholders or partners seeking to dispose of their participation.
Investors or buyers seeking to acquire an equity stake.
Company directors planning a business transfer.
3. Why is it important?
Different formalities:
Transfer of equity interests (parts sociales) = mandatory registration with the Trade and Companies Register, 3% registration duty (after a €23,000 allowance proportional to the shareholding).
Transfer of shares (actions) = simplified formalities, 0.1% registration duty.
Shareholder consent: prior approval may be mandatory in certain companies (e.g., SARL, SNC).
Tax impact: capital gains subject to personal income tax (PIT) or corporate income tax (CIT), depending on the case.
4. What we do for you
Drafting of transfer or acquisition agreements.
Negotiation of exit/entry conditions for shareholders.
An asset and liability warranty (ALW) is a clause inserted into a share transfer agreement.
It protects the buyer against any decrease in the company’s value resulting from undisclosed debts or liabilities existing prior to the transfer.
2. Who is concerned?
Sellers, to demonstrate transparency.
Buyers, to protect themselves from hidden financial risks.
Investors acquiring a company.
3. Why is it important?
Duration of application: often set between 3 to 5 years after the transfer.
Warranty cap: generally limited to the purchase price or an agreed percentage.
Escrow or adjustment mechanisms may be implemented.
4. What we do for you
Drafting and negotiation of tailored warranties.
Advice on caps, duration, and exclusions.
Assistance with warranty claims.
Defense of the seller’s or buyer’s interests.
Corporate transformations
Adapt the legal form to your company’s development
1. What is it?
A corporate transformation allows a company to change its legal form (e.g., SARL into SAS, SNC into SA) without creating a new legal entity.
2. Who is concerned?
Growing companies seeking a structure more attractive to investors.
Businesses wishing to make governance more flexible (e.g., SARL → SAS).
Groups aiming for better tax or social structuring.
3. Why is it important?
Continuity of legal personality (no dissolution or creation of a new company).
Mandatory formalities:
Resolution of an extraordinary general meeting (EGM).
Report from a transformation auditor (unless waived when a statutory auditor is already appointed).
Filing and legal publication.
Flexibility: e.g., SAS = contractual freedom, attractiveness for fundraising.
4. What we do for you
Audit of the current structure and future objectives.
Advice on the most suitable legal form (SARL → SAS, SNC → SA, etc.).
Drafting of new bylaws.
Full management of formalities and assistance with registry filings.
FAQ
A capital increase is carried out to finance growth, bring in new investors, or restore equity. It is mandatory if equity falls below 50% of the share capital (Art. L.225-248 French Commercial Code for public limited companies).
Equity interests (SARL, SNC, SCI): transfer subject to shareholders’ approval, 3% registration duty after a €23,000 allowance proportional to the transferred stake.
Shares (SA, SAS, SCA): transfer more flexible, 0.1% registration duty with no allowance.
An asset and liability warranty (ALW) protects the buyer in the event of subsequently discovered liabilities or debts that were not disclosed at the time of the transfer.
In practice:
Duration: 3 to 5 years.
Warranty cap: often limited to the purchase price or an agreed percentage.
A transformation (e.g., SARL → SAS, SNC → SA) does not result in dissolution.
From a tax perspective, it may involve:
Continuation of the existing tax regime if the relevant conditions are met.
Risk of immediate taxation if the transformation entails a change of tax regime (e.g., from personal income tax to corporate income tax).
Reduction motivated by losses: must be approved at an extraordinary general meeting (EGM) and published.
Reduction not motivated by losses: requires creditors’ approval (30-day opposition period).
Formalities: legal publication and filing with the commercial registry.
A merger or contribution auditor must prepare a report on the valuation of contributions and the exchange ratio. These transactions must be approved at an extraordinary general meeting (EGM) of each participating company and published in order to be enforceable.