Creating and structuring companies
Setting up a new company is a complex process, requiring an overall analysis of the issues at stake, the resources deployed, and the short, medium and long-term objectives.
The situation needs to be analyzed from a tax, legal and social point of view.
MOSAIK can help you determine the best structure to meet your challenges.
No legal form is more advantageous than another.
This choice will depend on a number of parameters that need to be determined in advance:
- Who is the manager (natural or legal person)?
- What social status do you want for the manager? Self-employed or salaried?
- Would you like to make pension and unemployment contributions?
- Would you like to easily bring in other partners?
- Do you want to be taxed as a corporation or as an income tax payer?
- Do you want flexibility in your bylaws?
Once the choice has been made, MOSAIK will assist you in drafting your company's articles of association, and in carrying out :
- Registration with the Trade and Companies Registry
- Publication in a legal gazette
- Declaration to the relevant government authorities
Other equally important issues and measures need to be considered.
In the event that associates plan to bring third parties into the capital at a later date, they must protect their interests, and already plan their relations in such a situation.
These commitments will be formalized in a shareholders' agreement designed to protect their respective interests:
- common objectives
- The way in which the company's governance is organized, in particular the control of important decisions taken at the Annual General Meeting.
- Share transfer procedures
- Procedures for leaving a partnership
- How to bring in a new partner/investor
MOSAIK can assist you in this regard and include various clauses in these agreements
- Non-transferability clause.
- Approval clause
- Right of first refusal clause
- Joint exit clauses
- Joint exit clause.
- Anti-dilution clause
- Withdrawal or guaranteed exit clause
- Buy or sell clause
- Liquidity clause
- Bad / good leaver clause
- Drag along clause
- Non-competition clause
- Exclusivity clause
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