Business law

MOSAIK assists founders, executives and shareholders at every stage of corporate life, from incorporation to succession, in both advisory and litigation matters.

Incorporating your company on solid foundations

There is no such thing as the best legal form in the abstract: there is only the one that fits your project. The choice between the French SAS, SARL, SA or civil company depends on parameters that must be examined before any registration:

• the executive's social security and tax status (employee-like or self-employed);
• how profits are taxed: corporate income tax or personal income tax;
• the desired flexibility of the articles and the allocation of powers;
• the prospect of bringing in partners or investors;
• protection of personal assets and of the spouse;
• regulated activities and prior authorizations.

Once the choice is made, MOSAIK drafts articles of association tailored to your project, not a standard template, and then handles all the formalities: registration, legal publications, filings with the authorities.

Organizing relations between shareholders

The articles alone are not always enough to prevent difficulties. The shareholders' agreement organizes, outside the articles and in full confidentiality, the rules of the game between shareholders: governance, control over key decisions, entry into and exit from the capital.

MOSAIK designs and negotiates the clauses that will protect your interests:

• approval and pre-emption clauses;
• tag along and drag along clauses;
• good leaver and bad leaver clauses;
• anti-dilution, liquidity and buy or sell clauses;
• non-compete and exclusivity undertakings.

Ongoing corporate housekeeping

Approval of the accounts, ordinary and extraordinary shareholders' meetings, related-party agreements, keeping the corporate registers up to date: corporate housekeeping is an obligation whose neglect can cost the executive dearly, particularly in the event of an audit or a sale.

MOSAIK provides this support on an ongoing basis and also secures changes in the company's life: transfer of the registered office, change of executive, amendment of the corporate purpose, conversion into another corporate form.

Capital transactions and business succession

The firm structures and implements the transactions that mark a company's growth:

• capital increases and reductions;
• issuance of securities giving access to the capital (convertible bonds, share warrants, French founder warrants known as BSPCE);
• transfers of shares, representations and warranties packages;
• restructurings: mergers, partial asset contributions, universal transfers of assets and liabilities;
• voluntary dissolution and winding-up.

For fundraising rounds and equity transactions, MOSAIK acts for founders and investors alike: see our dedicated page on fundraising and private equity.

Protecting the executive

A corporate office exposes the executive personally. MOSAIK advises executives on securing their position: terms of appointment and removal, compensation, combining the office with an employment contract, delegations of authority, civil and criminal liability, directors' and officers' insurance.

A cross-disciplinary approach

Corporate law is not practiced in isolation. On every matter, MOSAIK's attorneys draw on their expertise in tax law, employment law and intellectual property, so that the chosen structure is consistent on every front. The firm also assists groups with their international projects from its offices in Paris, Hong Kong and Mexico City.

Frequently asked questions

SAS or SARL: which should you choose?

The two French corporate forms follow different logics: the SARL offers a tightly regulated legal framework and self-employed social security status for its majority manager; the SAS offers great contractual freedom in its articles and employee-like social security status for its president. The right choice depends on your personal situation, your tax position and your plans to open up the capital.

Is a shareholders' agreement really necessary?

As soon as there is more than one shareholder, yes. The agreement settles in advance, with a cool head, how contentious situations will be handled: deadlock, a founder's departure, the arrival of an investor, irreconcilable disagreement. Negotiating it after the fact, in the middle of a crisis, is far more difficult.

What does a company risk if it fails to hold its shareholders' meetings?

Beyond the applicable sanctions, failure to approve the accounts weakens the company: executive liability, obstacles to a sale or a fundraising round, suspicion in the event of a tax audit. Regularization is always possible, but regular upkeep is far better.

Can the attorney handle the registration formalities?

Yes. MOSAIK manages the entire process: drafting the articles, filing the application, legal publications, obtaining the certificate of incorporation, and beneficial ownership filings.