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.)?
