Corporate and Tax

We support our international clients with their establishment, transfer, and merger projects. The firm also provides consulting services in all areas of taxation.

Our services

Company incorporation and legal support

Advice on business transformation and transfer

Advice to international managers/shareholders

Tax returns (income, IFI, corporate)

National and international property taxation

Tax audits

Advice on optimizing intra-group flows

Assistance during tax audits (verification, response, appeals)

Advice on corporate law disputes

Representation in tax disputes

In an SARL, the capital amount is freely set by the articles of association. The capital amount can be small, which is an advantage over an SA, whose incorporation requires a minimum capital of €37,000.

An SARL can be validly incorporated with a single partner (in such a case, the SARL is called an EURL (single-member limited liability company). An SARL cannot have more than 100 partners.

The partners are required to release (= pay the amounts promised to the company) only a fraction corresponding to at least 20% of the amount of the cash contributions. The release of the surplus must occur within five years of registration.

The manager’s powers may be limited in the articles of association. In this case, the manager must obtain authorization from the shareholders before entering into certain contracts or carrying out transactions deemed too important to be left to his or her sole initiative.

If the articles of association do not contain a clause determining the manager’s powers, the manager may perform “all management acts in the interest of the company” (Article L221-4 of the French Commercial Code).

No, unless otherwise provided in the articles of association, the death of the sole shareholder does not terminate the company.

If there is only one heir, the company automatically continues with that heir. If there are several heirs, they become joint owners of the deceased’s shares, so that the company becomes an SARL with several partners.

The manager can only be held liable if he or she has committed a fault that is separable from his or her duties and is attributable to him or her personally. This is, for example, when the manager intentionally commits a particularly serious fault that is incompatible with the normal performance of his or her duties. In such a case, the manager must bear the consequences of his or her fault without the possibility of recourse against the company, even if the wrongful act was committed within the scope of his or her duties.

The dismissal of a manager is, in principle, free, and any statutory provision contrary to this principle is deemed unwritten. However, when the dismissal of a manager is without just cause, the manager is entitled to damages (L223-25, paragraph 1).
The dismissal is considered wrongful when it is accompanied by vexatious or insulting circumstances that harm the reputation or honor of the manager. In such cases, the courts award compensation, particularly for moral damages.

The minimum share capital is set at €37,000. There are exceptions to this principle; for example, this minimum capital is set at €300 for newspaper publishing companies and €18,500 for cooperatives. In all cases, the capital amount must be indicated not only in the articles of association, but also in all acts and documents issued by the company and intended for third parties.

The Ordinary General Meeting makes all decisions that do not fall within the jurisdiction of the Extraordinary General Meeting, namely all those that do not involve amendments to the articles of association. It decides on the annual approval of the financial statements, the appointment or replacement of members of the company’s administrative, control, or supervisory bodies, and decisions relating to regulated agreements.

Decisions that amend the articles of association; e.g., to change the name, relocate the registered office, increase the capital, or terminate the company’s corporate purpose.

An Ordinary General Meeting can only validly deliberate upon first notice if the shareholders present or represented hold at least 1/5 of the shares with voting rights. Upon second notice, no quorum is required.

The meeting must decide by a majority of the votes cast by the shareholders present or represented.

The quorum required for the validity of Extraordinary General Meetings is ¼ on first notice and 1/5 on second notice. Extraordinary General Meetings must decide by a majority of 2/3 of the votes cast by the shareholders present or represented.

In listed companies, the proportion of directors of each gender must be at least 40%. In a board with no more than eight members, the gap between the number of women and men cannot exceed two (Article L225-18-1 of the French Commercial Code).
When its composition no longer complies with these rules, the board of directors must make provisional appointments to fill the gap within six months of the date the vacancy occurs (Article L225-24 of the French Commercial Code). Failure to comply with the 40% ratio or the maximum gap of two members will result in the appointment being null and void and the suspension of compensation paid for directorships.

The number of members of the management board cannot exceed five (Article L225-58 of the French Commercial Code), or seven if the company is listed. Members must be natural persons.
The supervisory board must be composed of at least three and at most 18 members (Article L225-59 of the French Commercial Code). Legal entities may be members, but any legal entity appointed to the supervisory board must appoint a permanent representative (Article L225-76 of the French Commercial Code).

The SAS (Simplified Joint Stock Company) is the most common commercial legal form in France. It offers great flexibility, making it a popular choice among entrepreneurs.

Yes, any legal entity, whether French or foreign, can be a partner in an SAS (Simplified Joint Stock Company).

In an SAS (Simplified Joint Stock Company), its operation is governed solely by the will of its members. Although an SAS (Simplified Joint Stock Company) is incorporated, dissolved, and liquidated according to the same rules as an SA (Simplified Joint Stock Company), its organization and management procedures are governed by the articles of association, i.e., by the sole common will of the partners.

Except for legislative or regulatory provisions applicable to companies carrying out certain activities, the law does not set a minimum capital amount for SAS (Simplified Joint Stock Company), which is freely determined by the articles of association.

Under penalty of nullity of the contract, the managers of the SAS are prohibited from contracting loans from the company, having it grant them an overdraft and having it guarantee or endorse their commitments to third parties.

The appointment of a statutory auditor becomes mandatory when two of the following three thresholds are crossed:

– Balance sheet total: €4,000,000
– Turnover excluding tax: €8,000,000
– Average number of employees: 50

(Article L227-9-1 and D 221-5 of the French Commercial Code)

No. The fact that the majority manager awards themselves excessive compensation may constitute misuse of corporate assets (Court of Cassation, Criminal Division, December 13, 1988, 87-82.268).

For a natural person, the penalty is 5 years’ imprisonment and a fine of €375,000. This penalty increases to 7 years’ imprisonment and a fine of €500,000 when the misuse was carried out or facilitated through accounts opened or contracts entered into with organizations established abroad, or through the interposition of natural or legal persons, or any organization, trust, or comparable institution established abroad.

The bad faith of the director, namely his awareness of the harm he causes or the risk he poses to the company, must be assessed at the time the alleged acts were committed.

Six years (instead of three years prior to the law of February 27, 2017). This period runs from the day the misappropriation of corporate assets became apparent and could be established under conditions permitting the initiation of public action.

No, the offense of misuse of corporate assets is only applied to corporate officers, namely the managers of SARLs, the president, directors, general managers, and members of the executive board or supervisory board of SAs. For embezzlement committed by a company accountant, the offense of breach of trust applies (articles 314-1 to 314-4 of the Criminal Code).

For directors, it consists of publishing or presenting annual accounts that do not provide a true and fair view of the results of operations for the year, the financial situation, and the assets, with the aim of concealing the company’s true position (=special fraud, art. L241-3, 3° for SARLs and art. L242-6, 2° for SAs).

Tax Law