Business Law Support in Paris | Company Secretarial in France

Yes, within limits set by law. Article 22 of ordonnance no. 45-2138 of 19 September 1945 allows a French chartered accountant to give advice and carry out legal, tax or employment work for the companies for which the firm performs accounting, filing or administrative work on a permanent or habitual basis, or where that work is directly linked to the accounting engagement. Legal work may never become the main part of the firm's business. The practical point: the instrument is drafted by the professional who knows your accounts and can weigh its tax impact. Litigation, representation in court and complex shareholders' agreements are a matter for a lawyer, with whom the firm works in coordination.

In short: lawyer or chartered accountant? For the routine acts of corporate life (articles of association, the annual general meeting, a change of registered office or of director, a share transfer, a capital increase), a French expert-comptable may draft the instrument and file the formality. Article 22 of ordonnance no. 45-2138 allows it for companies whose accounts the firm keeps, or where the work is directly linked to that accounting, and article 59 of law no. 71-1130 frames such legal advice as ancillary. Litigation, representation in court, a complex shareholders' agreement or a heavyweight equity transaction are a matter for a lawyer, and we work alongside one.

Business law touches every decision an entrepreneur makes: incorporating a company, bringing in a new partner, acquiring a business, transferring shares, signing a commercial lease. Without rigorous legal oversight, each of these acts can generate costly disputes or tax reassessments. Hayot Expertise, based at 58 rue de Monceau (Paris 8) and led by Samuel Hayot, a chartered accountant registered with the Ordre des experts-comptables d'Île-de-France, handles this legal work as an accessory to the accounting engagement: you have a single contact who sees both the instrument and its tax effect.

Business law advisory covers a wide range of engagements: drafting and amending articles of association, organising general meetings, supporting disposals and acquisitions, putting shareholders' agreements in place, managing commercial leases and preparing business successions. In 2026 this support is more essential than ever, as regulatory change accelerates: the e-invoicing reform, new transparency obligations, evolving company law and tighter tax scrutiny of restructuring operations.

A French chartered accountant (expert-comptable) may handle these routine corporate-secretarial acts within the precise frame set by article 22 of ordonnance no. 45-2138 of 19 September 1945: legal, tax or employment advice and work cannot be the main object of the practice, and it covers companies for which the firm carries out a permanent or habitual accounting engagement, or work directly linked to that accounting. Article 59 of law no. 71-1130 of 31 December 1971 sets the general rule: a regulated professional gives legal advice falling within their main activity and drafts the private instruments that are its direct accessory.

That draws a clear line. Inside our scope: articles of association and their amendment, general meetings and minutes, share transfers, capital increases and reductions, changes of corporate form, and business succession including the tax dimension of a Dutreil pact. For a lawyer: litigation, representation in court, sophisticated shareholders' agreements, complex equity transactions. On those files we coordinate with a lawyer and keep the instrument consistent with its accounting and tax effect.

Further reading: The key measures of the 2026 Finance Act for SMEs

Every company must hold an ordinary annual general meeting (AGO) within 6 months of the financial year-end to approve accounts and allocate the result. We manage the entire process:

What we handle

• Notice to shareholders/partners: drafting and sending within legal deadlines (15 days minimum for SARL, 15 days for SAS per articles)
• Agenda: approval of accounts, allocation of result (reserve vs dividend distribution), ratification of related-party agreements
• AGM minutes: compliant drafting, signing and court registry filing where required
• Extraordinary AGM (AGE): statutory amendments, change of registered office, legal form conversion, share capital increase
• Attendance register and AGM register (legal requirement, kept 5 years)

Related-party agreements (conventions réglementées)

Agreements between the company and its director (lease, loan, services) must be submitted for AGO approval. We identify these agreements and draft the associated special reports.

Our legal support is designed for:

• SME and small-business directors who need regular legal support (general meetings, amendments, contracts)
• Start-ups in the structuring, fundraising or employee-incentivisation phase
• Family groups preparing a business succession through the Dutreil regime
• Buyers acquiring a company via a share transfer or a sale of business assets (fonds de commerce)
• Retailers and restaurateurs managing a 3/6/9 commercial lease

See also our dedicated support for tech start-ups and the professions

1. Free legal diagnosis: review of your situation, identification of the acts required and the risks involved
2. Fixed-fee quote: a set price agreed before any engagement begins, with no surprises
3. Drafting and validation: we draft, you review, we amend where needed
4. Signing and formalities: we handle court-registry filing, statutory publications and tax registration
5. Secure archiving: all your deeds kept in your digital client space

A share transfer is one of the most significant events in a company's life. It requires rigorous valuation, informed negotiation and watertight legal documentation.

Our transfer support

1. Valuation: we use multi-criteria methods (DCF, EBITDA multiple, net asset value) to establish a defensible figure and negotiate from a position of strength
2. Preliminary agreement: drafting the protocol and conditions precedent (due diligence, bank financing)
3. Transfer deed: drafting the final deed of transfer of shares (SARL) or stock (SAS)
4. Asset and liability warranty (GAP): protecting the buyer against hidden liabilities; we draft and negotiate this guarantee
5. Registration: transfer declaration with the tax authority and payment of registration duties (3% for SARL, 0.1% for SAS)
6. Capital gains tax optimisation: 31.4% flat tax by default, or option for Dutreil abatement or contribution-exchange (Article 150-0 B ter CGI)

Read more: How to optimise a business disposal

When an investor or a new partner joins your share capital, the operation takes the form of a capital increase, governed by law and documented with precision.

Participation instruments

• Ordinary shares: issuing new shares, diluting existing shareholders
• BSPCEs (founder share warrants): incentivisation instruments reserved for start-ups, used to retain employees and key managers without immediate dilution. The vesting period and the grant and exercise conditions are defined in the plan rules.
• Free shares (AGA): free allocation of shares to employees or directors, subject to an acquisition and holding plan
• Convertible bonds (OC): debt convertible into equity, a favoured tool in seed fundraising

Fundraising: term sheet and investment agreement

In a fundraising round, a term sheet precedes the final documents. We help you analyse and negotiate the term sheet proposed by the investor, draft the full documentation (capital increase, shareholders' agreement, warranties), anticipate the clauses that protect founders (preference rights, ratchet clause, anti-dilution) and coordinate with specialist M&A lawyers where the round exceeds €1m.

See our sell-side and M&A advisory support

Capital reduction and the "accordion" operation

Beyond increases, we handle capital reductions, whether driven by losses (clearing accumulated deficits) or not driven by losses (repayment to shareholders, share buy-backs). A reduction not driven by losses opens a creditors' right of objection. We also run the "accordion" operation (coup d'accordéon): a capital reduction (sometimes to zero) immediately followed by an increase, to clean up a damaged net position while bringing in new investors. Each operation requires an extraordinary shareholder decision, a report where applicable, publication formalities and a filing with the registry.

A commercial lease is often the largest financial commitment after payroll. We support our clients at every stage:

• 3/6/9 term: the tenant has a right to terminate every three years, with six months' notice. The landlord may only terminate at the end of a three-year period, unless the lease states otherwise.
• Rent and indexation: rent is revised in line with the ILC (commercial rent index) or ILAT index. We analyse the indexation clauses to avoid unpleasant surprises.
• Charges and works: the allocation of charges (Article L. 145-40-2) must be set out clearly. We check that the clauses do not pass on to you works that are the landlord's responsibility.
• Goodwill (droit au bail): if you take over an existing business, the goodwill must be properly valued and built into the negotiations.

Illustrative scenario (a worked case built to show the mechanics, not an actual client file): a Paris restaurant pays €4,500 of monthly rent. At the three-year review the landlord asks for €6,200. The task is to test that demand against the market rental value and the actual movement of the commercial rent index (ILC) over the period, then negotiate on those figures. On a 3/6/9 lease, every €100 of monthly rent avoided is €3,600 over the three-year period, which is why the review is worth preparing rather than absorbing.

Your business evolves, and so do your needs. We support the most common conversions:

Each conversion is preceded by a tax and social simulation to confirm the real economic benefit.

Articles of association and shareholders' agreement

Our articles are not generic templates. Every clause is negotiated and tailored to your situation:

• Pre-emption clause: right of first refusal for existing partners on any transfer
• Approval clause (agrément): controls who can become a new shareholder
• Non-compete clause: protection after a sale or departure
• Drag-along / tag-along clauses: balance between majority and minority shareholders
• BSPCEs and free shares: incentivisation of key employees and managers

Commercial contracts

• General terms of sale / terms of use (CGV/CGU): compliant with the French Commercial Code and GDPR
• Service provider contracts: service agreements, NDAs (non-disclosure agreements)
• Commercial leases: negotiation of 3/6/9 lease conditions, variable rent clause, service charges, goodwill (droit au bail)
• Intra-group agreements: management fee agreements, cash pooling agreements, brand licence contracts

The Dutreil pact (Article 787 B CGI) is the most powerful mechanism for transferring a business to children at a reduced tax cost:

• 75% abatement on the value of shares transferred by gift or inheritance
• Conditions: collective holding commitment of 2 years, then an individual commitment of 6 years (extended from 4 to 6 years by the 2026 Finance Act, law no. 2026-103 of 19 February 2026)
• Since that same law, the fraction of value attributable to luxury assets (hunting, fishing, pleasure boats, passenger cars, certain jewellery and works of art) is excluded from the exemption
• Active holding companies are eligible: an additional reason to structure your holding correctly
• Additional 50% reduction where the gift is made in full ownership before the donor turns 70 (Article 790 of the French Tax Code)

We set up and monitor Dutreil commitments, draft gift deeds and coordinate with the notary for signing.

If your company faces financial difficulties, options exist before liquidation:

• Mandat ad hoc and conciliation: confidential proceedings to strengthen and restructure before a full crisis
• Sauvegarde: court-approved rescue plan to freeze debts and spread repayments

We help you prepare files and maintain contact with judicial representatives and the commercial court.

1. Neglecting the shareholders' agreement: the articles set out the statutory rules, but the agreement contains the clauses that govern life between partners (exit, valuation, governance). Without an agreement, a dispute can paralyse the company.

2. Underestimating registration duties on a transfer: for a SARL, duties reach 3% (after a pro-rated €23,000 abatement). Failing to provision for them can leave a negative cash position at closing.

3. Ignoring the statutory deadlines for general meetings: an AGO held late (more than six months after year-end) exposes the company to penalties and can complicate access to bank financing.

4. Signing a commercial lease without advice: accepting an all-charges clause without verification can amount to tens of thousands of euros of unforeseen charges over the life of the lease.

5. Setting up BSPCEs without precise rules: a poorly structured BSPCE plan (vague exercise conditions, no good-leaver/bad-leaver clause) creates friction with beneficiaries when the company is sold.

Illustrative scenarios built for explanation: the amounts depend on each situation.

Illustrative case 1: SARL share transfer, valuation and duties

A Paris consulting firm (SARL, turnover €800,000) is sold for €600,000. The typical support: multi-criteria valuation (DCF plus EBITDA multiple), drafting of the preliminary agreement, the transfer deed and the asset-and-liability warranty. Registration duties for the transfer of all the parts: 3% × (€600,000 − €23,000) = €17,310. The seller's capital gain falls under the flat tax. A prior contribution of the shares to a holding company (Article 150-0 B ter of the French Tax Code) can open a tax deferral: that calculation is made before signing, never after.

Illustrative case 2: SARL to SAS conversion for fundraising

An e-health start-up converts its SARL into a SAS to bring in a Series A investor (€1.5m). The firm drafts the SAS articles and the shareholders' agreement with BSPCEs for three key employees, and coordinates with the M&A lawyer. Typical lead time: three weeks. Fee: €2,200 excl. VAT (indicative fixed fee).

We work on the basis of transparent fixed fees:

• Company formation: from €800 excl. VAT
• Annual accounts filing and legal secretarial (AGO): +€25/month (or €290/year)
• Change of registered office: €500 to €880
• Change of director / share transfer: €800
• Other statutory amendments: from €450

See all our legal services and exceptional engagements on our pricing page.

• Dual expertise: chartered accountant and legal adviser, for complete consistency between the acts and their tax and accounting impact
• Paris 8, at the heart of the business district: at 58 rue de Monceau, available for in-person meetings or video conference
• An explicit professional framework: legal work is handled as an accessory to the accounting engagement, under article 22 of ordonnance 45-2138, and a lawyer takes over as soon as the transaction falls outside that scope
• A network of partner lawyers for the most complex operations (M&A, litigation, intellectual property)
• Transparent fees: no surprises on cost, with clear fixed fees agreed before any engagement

See also: Our company formation service and Holding taxation in Paris