General topics

General topics affecting business of all kinds

Creation of companies

  • What form of incorporation?
    • individual
    • in the form of a company
  • Advantages and disadvantages of the different options:
    • in terms of the liability of the founders and partners?
    • in terms of the administrative and accounting obligations?
    • in terms of taxation?
  • What important choices must be made when it comes to drawing up the articles of association?
  • What are the advantages and disadvantages involved in creating different categories of shares, profit shares and non-capital securities?

The company and its partners

  • How can a partnership be formed while ensuring robust relations between partners?
  • How can the articles of association be amended in the light of the objectives of the partners and the company projects?
  • Should a shareholders’ agreement be concluded, and how should this be done in a way that protects the respective interests of the parties?
  • How can the shareholders be remunerated while optimising the tax cost?
  • How can we part with one of the partners or assume control of the majority of the voting rights within the company?
  • What procedures can be envisaged with regard to conflicts between partners, and at what point is it advisable to have recourse to such procedures?

The company and its clients

  • How can we forge close ties with our clients and provide them with legal security?
  • Why is it essential to draw up general terms of sale, and how should this be done?
  • How can we foster loyalty in our distribution network and manage it?
  • How should we handle complaints or disputes with clients?
  • How can we ensure that we are efficiently paid?
  • How should we handle a client in situations where his creditworthiness and/or cash flow situation show signs of weakness?
  • What should we do if we discover that our client has just embarked on a procedure for legal reorganisation?

The company and its suppliers

  • How can we optimise our relations with our suppliers and negotiate the best contractual conditions?
  • What should we do in the event of a quality issue?
  • How should we handle delays on the part of our suppliers?
  • What legal means of pressure do we have?
  • How should we deal with suppliers who are facing cash flow problems without running the risk of a disruption of supplies?

The company and the development of its intellectual assets

  • How can we protect the creations of our company (inventions, drawings, models, creations under copyright, computer programs, databases, etc.)?
  • How should we promote these creations vis-a-vis our partners?
  • What strategy should we adopt according to the size of our company, its markets, the type of products for which protection is envisaged, etc.?
  • How should we deal with the issue of intellectual property vis-a-vis internal company personnel?
  • Our company’s products or brand have/has been copied: What are the available remedies? What can we expect to achieve through judicial or other proceedings?
  • How can we make the most of our intellectual assets from a tax standpoint?
  • What instruments does our company have at its disposal to encourage and support its creativity?

The company and new technologies

  • My personnel are surfing the net during working hours. What tools does the company have at its disposal to prevent this happening?
  • We want to switch to electronic invoicing. What are the conditions? What real issues does this involve?
  • Our company wishes to use its client database to review its marketing policy. Can we use their personal data?

The company and its financing

  • What legal structure should the company adopt for the many different forms of financing?
  • Are there various ways of differentiating between the use of equity by giving precedence to certain providers of venture capital, and how can this be done?
  • What type of debts should be envisaged in the short, medium or long term?
  • What advantage can be gained by issuing debentures (convertible or otherwise)?
  • Who can make a subordinated loan to the company, and what advantage does this offer?
  • How can we provide for the injection of capital by third-party investors while maintaining ultimate control of the company’s business operations and operational choices?
  • How can we negotiate with a business angel or an industrial partner who makes a capital contribution?
  • How can an investment fund be structured, and what legal instruments should it use?

The company and emergency situations

  • When should interlocutory proceedings be envisaged?
  • Are there any other approaches that might be adopted?
  • What remedies might be envisaged?

The company and the prevention of disputes

  • What good practices help prevent disputes?
  • How should conflictual relations be managed?
  • Procedure for the management of dissatisfied clients
  • Procedure for the documentation of the events that give rise to the problem and for the management of the ensuing verbal and written communication

The company and tax optimisation

  • How can we optimise our company’s income tax situation?
  • How can we optimise the company’s equity structure in order to optimize the deduction for venture capital (deduction for notional interest)?
  • How can we benefit from the tax incentives that are available to the company?
  • Deduction for investments
  • Deduction for patents
  • Reduction in advance income tax deductions for specialised personnel
  • How can we minimize or control the expenditure that brings an additional tax burden for the company (vehicle costs, restaurant costs, entertainment costs and other non-deductible expenses)?

The company and the management of its personnel

  • How should we modulate the different variants of the forms of employment within the company?
  • What inevitable constraints does this involve?
  • What is the best way to recruit and retain personnel? What legal tools can be of use in this regard?
  • How should we manage conflicts with the personnel without exposing ourselves to costly penalties?
  • How can we set in place and promote the various alternative forms of remuneration and ensure that they are advantageous and feasible in practical terms within the company?
  • How should we handle collective bargaining, trade union delegations and works councils?
  • How can we optimize the situation of the personnel who are called upon to travel on the territory of different States?

The company and its property investments

  • How should we structure the immovable assets that the company needs to develop (property, rental, real estate leasing, etc.)?
  • How can we set in place “shared” holding rights between the company and its partners: acquisition of bare ownership by the natural person and temporary usufruct by the company? Advantages and disadvantages: need for a personalized analysis.
  • When is it useful to have recourse to a surface area contract or emphyteutic lease, and why?
  • How can we avoid or limit the tax expenditure connected with the transfer of immovable assets (sales, contributions, mergers, conventional or partial demergers, etc.)?