Business law: supporting your business projects

Before founding his office, Maître Azeroual practised for several years in Parisian notarial offices, in business law as well as in institutional real estate.

Our business and company law services

Company formation

Choosing the form of your company (SCI, SARL, SAS or another form) determines the partners’ liability, the director’s social security status and how profits are taxed. The notary helps you make this choice, then drafts articles of association suited to your needs: purpose, share capital, powers, majority rules, approval clauses. The notary organises contributions in cash or in kind. When real estate is contributed to the company, the notary’s involvement makes it possible to record the contribution by authentic deed and to register it with the land registry.

Property holding companies (SCI)

An SCI (société civile immobilière) makes it possible to acquire and manage one or more properties with others, within a family or between investors, under operating rules set out in the articles of association. The office drafts articles suited to your situation: the manager’s powers, decisions reserved for the partners, admission and exit of a partner, what happens to the shares on death. It supports the life of the company and its estate planning dimension: splitting the shares between usufruct and bare ownership, gradual gifts to children.

Transfers of shares

Selling or buying shares in a SARL or an SCI (parts sociales), or in an SAS (actions), first requires reading the articles of association and any shareholders’ agreements: approval procedure, other partners’ pre-emption rights, lock-up clauses. The notary reviews these documents, drafts the transfer deed and, where necessary, a warranty of assets and liabilities protecting the buyer against pre-existing liabilities that come to light after the sale. Finally, the notary assists with the formalities specific to the company and the transaction: tax registration of the transfer, the steps needed to make it enforceable against the company and third parties, updating the articles of association and filings with the Trade and Companies Register (RCS) where required. For a transfer of actions, the transfer is also entered in the share transfer register.

Sale of a business

A business (fonds de commerce) includes in particular its clientele, trade name, leasehold right and equipment; stock is valued separately. Selling it requires several checks, in particular a review of the accounts and of the commercial lease and, where the business lies within a designated area, compliance with the municipality’s pre-emption right. After signing, the office completes the publication formalities and holds the price in escrow for as long as needed to deal with creditors’ objections and tax obligations. The price is paid to the seller once the conditions for its release are met, which can take several months.

Commercial and professional leases

A commercial lease gives the tenant a protective framework: it is granted for at least nine years and, subject to certain conditions, gives a right to renewal or to eviction compensation. The tenant can in principle terminate it at the end of each three-year period, with six months’ notice; some leases may, however, provide for a different rule.

A professional lease is intended in particular for the liberal professions. Granted for at least six years, it allows the tenant to leave at any time with six months’ notice, but does not give the right to renewal provided by the commercial lease regime. The office advises the parties on choosing the lease, drafts the clauses on the permitted business, service charges, works and rent, then assists them on renewal or assignment.

Shareholders’ agreements and governance

Articles of association do not cover everything. A shareholders’ agreement, a separate and confidential document, organises relations between partners on matters the articles do not address or that the partners do not wish to make public: allocation of roles, non-competition, tag-along or drag-along clauses, valuation of shares, resolution of deadlocks. The notary drafts it consistently with the articles and adapts governance when a new partner or investor joins.

Business succession

Passing on a business needs to be prepared well in advance, whether you plan to sell it to a third party or keep it in the family. A gift-partition divides the shares among your children during your lifetime and limits future disputes. The Dutreil scheme can significantly reduce gift or inheritance tax when an operating business (commercial, craft, professional or agricultural) is transferred free of charge, subject to strict conditions: commitments to retain the shares and to hold a management position. In principle it does not apply to an SCI that merely manages property; the notary checks whether it applies to your situation. See also the Inheritance and gifts page.

How does a business matter work with the office?

1. Project review: first meeting at the office or by video call, analysis of your situation.
2. Structuring: choosing the legal form and set-up, consistent with your matrimonial regime and your succession objectives.
3. Drafting the deeds: articles, shareholders’ agreement, preliminary contract, transfer deed or lease, as drafts reviewed with you.
4. Signing: at the office for authentic deeds, or remotely by electronic signature for private agreements (articles of association, shareholders’ agreement, transfer of shares), after each clause has been explained.
5. Formalities and follow-up: registration, filings with the single business formalities portal (guichet unique), legal notices, escrow and release of funds; the office keeps the deeds.

Frequently asked questions about business law

The information on this page is for general information only and does not constitute legal advice. Each situation calls for a personalised analysis during an appointment with the notary.