Business and company law
We assist international clients wishing to structure, manage, or transfer business interests in France. Whether you need to draft secure commercial lease agreements, sell a business (“fonds de commerce”), or set up a company to hold property, our notarial expertise ensures legal certainty and tax efficiency.
Contact us for strategic legal support tailored to your business in France.
Establishing a company can offer significant advantages, from avoiding French forced heirship rules to facilitating future asset transfers. We provide clear guidance on ownership structures, tax implications, and legal compliance at every stage. Our notarial deeds are enforceable throughout Europe, offering added protection without the need for lengthy court proceedings.
“We provide clear guidance on ownership structures, tax implications, and legal compliance at every stage.”
Rental contracts / Leases
We can draft lease contracts for our clients and liaise with the other parties. By instructing our firm to draft a rental contract, tour operators, for example, will gain in security.
We guarantee the reliability and authenticity of the deeds we draws up. Deemed authentic, the deed allows creditors and lessors to obtain the enforcement of any obligations taken out in their favour, without having to go to court.
The enforcement of notarial deeds is acknowledged in all European countries in the same way as judicial decisions are.
Sale of business
We can organise the purchase or sale of your business (“fonds de commerce”) in France. This is a very complex legal and tax process and requires the assistance of experts.
We ensure the transaction is secure, compliant, and tailored to your situation. We handle every step—from verifying legal ownership and drafting the sale agreement to managing tax declarations and mandatory formalities (including registration, publication, and notifications to tax and social authorities).
We also ensure that all required information is disclosed to avoid future disputes or nullification of the sale. Our role as notaires guarantees the authenticity and enforceability of the deed, offering legal certainty and protection for both seller and buyer.
For a smooth, secure, and legally valid transfer of your French business, contact our office today.
Companies legal and tax aspects
Regarding the structure of ownership, the simplest way of holding a property is obviously “directly”, ie. in personal name(s). However ownership has often to be split between spouses and/or kids for different reasons (including tax reasons : inheritance tax, gift tax, wealth tax….).
The French system for such a joint ownership is named “regime d’indivision”.
The “indivision regime” used to be and might remain a disadvantage when one of the owner dies.
This is the basic and first legal reason to set up a company. Traditionally under the private law standard mechanisms, the consequence of owning shares rather than the property is therefore also to avoid French inheritance law.
The transfer of the shares of the French company, as opposed to the transfer of real estate, would be and probably remain governed by your will (in the country of permanent residency) avoiding the well known French forced heirship rule.
Holding the property with a company is also the best structure to organise the future transfer of the French asset and in the meantime keep the control on the property (on the company).
Holding a property through a company is often the right solution. There are numerous of other tax and legal reasons to set up of company. We can handle this process as part of the conveyancing without any additional delays.
A French notaire is deeply involved in company law practice, a lot of our clients decide to set up a company to hold, run and resale their French property.
Having a full understanding of the legal requirements of our professional clients, we assist and advise on the key steps of your business.
In a limited liability company, what happens if the manager performs an act that exceeds the corporate purpose?
The act is null and void, the act binds the company towards third parties, it only binds the personal liability of the manager and must be ratified by the general meeting.
What is the liability of the "gérant" in an SARL
On a legal side the « gérant » (manager) of the SARL is theoretically liable before the company, the shareholders and third parties when acting – In breach of the articles of association -In breach of company law –When doing legal or tax Fraud or abusing the company asset.
In practice, for a simple rental business structure, the manager’s liability never happens and he/she is only asked to sign few forms and documents every year.
The paperwork is actually mostly for the first year of the company. In case of a purchase using a mortgage, it is very important to make sure that the mortgage bank does not ask for any personal guarantee of the manager.
I'm a partner in a limited liability company but I want to part from it? What actions are required? Should I contact a notary?
Yes, it’s strongly recommended to contact a notaire. Leaving a French SARL (limited liability company) typically requires either :
- selling your shares
- or having them redeemed by the company.
This must be approved by the other partners (via majority rules or specific clauses in the articles of association).
A notaire can assist in drafting the share transfer deed, ensuring legal formalities are fulfilled (partner consent, registration, potential tax implications) and advising you on your exit rights under French commercial law.
Can I create a French company even if I live abroad?
Yes, non-residents can create and own shares in a French company.
You don’t need to live in France, but you must provide a registered office address in France and appoint a legal representative.
A notaire can handle the full incorporation process remotely, including signing with a Power of Attorney and assisting with banking and tax requirements.
What is the difference between an SARL and an SAS in France?
The SARL (société à responsabilité limitée) is often preferred for family-run businesses due to its strict governance and protective framework.
The SAS (société par actions simplifiée) offers more flexibility in structuring decision-making and is popular for startups and companies with investors.
Both limit personal liability, but an SAS is generally easier to tailor contractually. A notaire can help you choose the most suitable form based on your goals.
How can I transfer shares in a French company to another person?
The process depends on the company type and its by-laws. In SARLs, share transfers usually require approval by a majority of partners. A transfer deed (either private or notarized) must be drafted, registered with the tax office, and updated with the Trade and Companies Register (RCS).
A notaire ensures compliance, calculates registration duties, and manages official filings.
Can I use a French company to purchase real estate?
Yes, setting up a company—usually a SARL de famille or SCI (Société Civile Immobilière)—is common to structure real estate investments.
It can help optimize inheritance planning, VAT recovery, or limit liability. However, each option has distinct tax and legal consequences.
A notaire helps you assess the best legal vehicle and ensure a secure acquisition process.
What corporate documents should be updated when a partner leaves or a manager is replaced?
When a partner exits or a new manager is appointed, several updates are required:
- board or shareholder resolutions,
- modification of the articles if necessary,
- updated company registers,
- and a declaration to the Trade and Companies Register (RCS).
A notaire handles these formalities, drafts the necessary documents, and ensures legal compliance with corporate and tax law.
What is the role of a notaire when setting up a shareholder agreement in France?
A notaire plays a crucial role in drafting or reviewing a shareholder agreement (pacte d’associés) to ensure it is legally sound, enforceable, and adapted to the specific structure and goals of the company.
This agreement defines how decisions are made, how shares are transferred, and how conflicts are resolved.
While it’s not always mandatory, having a notaire involved adds legal certainty, avoids future litigation, and ensures compliance with French corporate law.
It is particularly recommended in companies with multiple partners or family ownership structures.
What are the notarial steps for share deals vs asset deals?
Share deals involve corporate due diligence and tax registration; asset deals require land registration and transfer duties. We coordinate both seamlessly.
What are the pros/cons of shareholder loans to a SCI (or SARL or other company) for acquisition and succession planning?
Shareholder loans offer flexible funding and may allow debt deduction for some tax purposes.
Balance is essential and careful practice must be put in place.