Companies and Corporate Law
With a team well-versed in the rules of corporate governance, commercial law and taxation applicable to business law matters, our firm provides expert advice to private individuals and professionals.
Corporate Law
We will advise you on whether it is preferable to set up legal entities separate from your personal assets and on the choice of structure to adopt, taking into account the activities you intend to carry out, their tax regime and the objectives you are pursuing.
Throughout the life of your business, we assist you with the drafting and preparation of deeds relating to capital contributions, the transfer of shares, capital increases or reductions, mergers, demergers or universal transfers of assets, as well as with the strategic and legal management of your companies.
We also assist you with the cessation of business activities or the winding up of a company, including dissolution and liquidation procedures.
Each of these projects is accompanied by an audit to assess the appropriateness of the decisions made, particularly regarding the tax implications of the resulting transactions.
We also support associations, foundations and religious congregations through this process.
The Corporate Law department works in close collaboration with our Asset Strategy department to oversee the overall structuring of your assets, in order to plan for their transfer whilst ensuring that your interests remain protected.
This collaboration also makes it possible to anticipate issues that would arise in the event of the business owner’s death (mandate of future protection, post-mortem power of attorney, amendments to the statutory provisions of the relevant entities, establishment of shareholders’ agreements, etc.).
Moreover, our firm assists you with the structuring and management of community-led housing projects (SCIA, SCCCV, residents’ co-operatives, etc.).
Commercial Law
We advise our clients in various areas of commercial law and provide them with the relevant deeds, the main ones being:
Commercial leases and their renewal
A commercial lease applies to the rental of a property in which a commercial, industrial or craft-based activity is carried out. Both the landlord and the tenant should ensure that their contractual relationship is governed by the Commercial Leases Act (by default) or may be governed by it (by choice). In both cases, we will explain how this tenancy scheme affects your respective rights and obligations, as well as its financial benefits.
We will discuss with you the financial terms relating to rent, service charges and the allocation of maintenance and repair costs, which must be weighed against the lease term (a minimum of nine years with the option for the tenant to terminate the lease every three years, or for a longer, potentially fixed-term lease), the right to renewal, compensation for eviction, the options for subletting, transferring the business or the lease, or letting under a management lease, in order to reach a balanced agreement between the parties.
Our experts also advise you on the renewal of commercial leases, in particular to ensure that the terms of the original lease are consistent with the amendments introduced by the Act of 18 June 2014, known as the PINEL Law (requirement to draw up a report on the current state upon the tenant’s entry, restrictions on fixed-term leases, regulations governing rent reviews, caps on rent increases, choice of indexation and rent review index, allocation of service charges, taxes and levies relating to the leased property and corresponding inventory, the tenant’s preferential rights in the event of a sale, etc.).
Furthermore, we are glad to assist you with drawing up other types of tenancy agreements: commercial, standard, residential, etc.
The transfer of business assets and leasehold rights
A tenant under a commercial lease who wishes to cease his activity, may consider selling their business or their leasehold rights. We can assist you in this process by helping you determine in advance which type of cession is most appropriate and by explaining the implications:
– Transfer of all intangible assets (customer base, brand, trade name, leasehold rights, employment contracts) and tangible assets (equipment, furniture, goods, stock) constituting a de facto totality for the transfer of the business,
– Transfer of the leasehold rights only if the transferee wishes to operate a business activity different from that of the transferor, which may require a review of the co-ownership regulations, the landlord’s consent and a renegotiation of the leases’ financial terms.
