Expertise
English-speaking corporate lawyer in Paris
Formation, governance, transfers, restructuring & litigation · across France
Maître Léa Scemama
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Setting up, bringing in an investor, selling, or getting out of a shareholder dispute: these operations are won or lost in clauses written long before the disagreement. Maître Léa Scemama advises entrepreneurs, directors and investors in Paris, seeking in every decision the balance between legal security and the freedom to do business.
The firm acts in advisory and contentious matters alike: structuring a company, negotiating an agreement, carrying out a transfer or a fundraising, reorganising a group, or defending your rights as a shareholder when conflict arises.
Formation and governance
01
Company formation and choice of legal form
Setting up a company means writing the rules of the game for the years ahead. The choice between SAS, SARL, SCI, SASU and EURL determines the director's social security regime, how profits are taxed, how freely powers can be organised and how easily investors can later come in.
The firm analyses your project, selects the form that genuinely serves it, secures your contributions in cash or in kind, then handles registration through the single window (guichet unique) up to the Kbis extract. Every choice is designed to prevent future conflict rather than to fit an off-the-shelf template.
02
Articles of association and shareholders' agreement
The articles of association set out how the company works and are public. The shareholders' agreement organises, in advance and confidentially, what the articles cannot say: the real allocation of powers, decisions requiring prior approval, and the terms for entering and leaving the capital.
The firm drafts both documents together so that they never contradict each other: pre-emption, approval, tag-along and drag-along, good leaver and bad leaver, non-competition, with sanctions a court can actually enforce.
03
General meetings and corporate housekeeping
Approval of the accounts, allocation of profits, transfer of the registered office, change of corporate purpose, appointment of a statutory auditor: corporate life follows a strict calendar and strict formalities. The meeting approving the accounts must be held within six months of the financial year end.
The firm secures notices of meeting, agendas, quorum and majority rules, the drafting of minutes and filing formalities. An irregular notice or badly drafted minutes are enough to have a decision set aside, sometimes years later.
Funding and capital
04
Capital increase and capital reduction
Bringing in a new shareholder, capitalising reserves, absorbing losses or buying back a departing shareholder's stake: operations on the capital shift the balance between shareholders and each follow their own regime.
Cash increase or contribution in kind with a contributions auditor, waiver or preservation of pre-emptive subscription rights, reduction with or without losses and the creditors' right of objection: the firm quantifies the dilution, drafts the instruments and carries out the formalities.
05
Fundraising
A fundraising is not just an amount: it is dozens of clauses that lastingly redefine control of your company. What you sign in the first round shapes everything that follows.
Term sheet, capital increase, warrants (BSA), founder warrants (BSPCE), convertible bonds, investment agreement: the firm structures your funding round while preserving your future room for manoeuvre, in particular on liquidation preferences, the composition of the strategic committee and the veto rights granted.
Transfers and restructuring
06
Transfer of shares
Selling or acquiring the shares of a company transfers the business together with all of its liabilities, known or not. Value is decided as much in the documents as in the price: legal due diligence, representations and warranties, earn-out, shareholder approval and capital gains tax.
Depending on your objective, the deal can also take the form of a sale of a business as a going concern, which carries only the operating assets and leaves the liabilities with the seller. The firm compares the two routes, then secures the one chosen, from due diligence to signing and through to the registration formalities.
07
Merger, partial contribution of assets and restructuring
Reorganising a group, absorbing a subsidiary, ring-fencing an activity or preparing a transfer: restructurings serve precise strategic goals and demand great legal and tax rigour.
Merger, partial contribution of assets, demerger, conversion, operations on the capital: the firm structures and implements the operation, securing where possible the benefit of the favourable tax regime.
08
Dissolution and liquidation
Winding a business down is not improvised. Voluntary dissolution requires a collective decision, the appointment of a liquidator and publication; liquidation then leads to settling the liabilities, realising the assets, distributing any surplus among the shareholders and striking the company off the register.
The firm distinguishes between situations: amicable dissolution of a solvent company, judicial dissolution where deadlock paralyses the company, or universal transfer of assets where the sole shareholder is a legal entity. Insolvency, by contrast, requires a filing with the court within forty-five days.
Directors and disputes
09
Directors: appointment, removal, liability
A director binds the company towards third parties and exposes their own assets towards the company. Appointment, term of office, remuneration, combining the office with an employment contract, delegations of authority: each point deserves to be written down before it is argued about.
The firm frames removal, whose regime depends on the corporate form and on what the articles provide, from the proper cause required for a SARL manager to the conditions freely set in a SAS. It defends directors and companies alike in liability claims for mismanagement.
10
Disputes between shareholders
A dispute between shareholders can paralyse a thriving company within months. The firm defends majority and minority shareholders alike and seeks the most favourable outcome, whether negotiated or before the courts.
Abuse of majority and of minority, removal and liability of directors, exclusion, judicial dissolution for deadlock, management expert assessment, appointment of a provisional administrator: so many levers deployed to serve your rights.
How much does a corporate lawyer in Paris cost?
These are our fee ranges, service by service. Our hourly rate is €300 excluding VAT.
| Service | Fee type | Indicative range (excl. VAT) |
|---|---|---|
| Company formation (SARL, SAS) | Fixed fee | €700 to €1,500 |
| Shareholders' agreement | Fixed fee | €800 to €2,500 |
| Share transfer | Fixed fee | €1,000 to €2,500 |
| Sale of a business | Fixed fee or % | from €3,000 or 2 to 5% of price |
| Restructuring, merger | Fixed fee / hourly | from €5,000 |
| Corporate litigation | Fixed fee / hourly | from €2,500 |
| Fundraising | Fixed fee | from €5,000 |
Good to know. Indicative, non-contractual ranges for information only. Final fees are set on a case-by-case basis in the fee agreement, according to the complexity, the stakes and the estimated time. A free quote is provided before any engagement. See all our fees.
How a matter runs at the firm
The firm works directly with you, with no intermediary, and states the cost before starting. Four stages, from your first question to closing the file.
01
First conversation
A call or a meeting of around thirty minutes to understand your situation, identify what is really at stake and tell you frankly whether instructing a lawyer is warranted, and when.
02
Written proposal
You receive a fee agreement setting out the scope of the work, the billing method chosen (fixed fee or time spent) and the timetable. Nothing starts before you have agreed to it in writing.
03
Execution
Drafting, negotiation or litigation depending on the matter, with a single point of contact, Maître Léa Scemama, and a progress update at every key stage rather than a final report with no visibility in between.
04
Formalities and follow-up
Instruments are carried through to the end: filing, publication, registration, incorporation or amendment on the register. The firm stays available for the questions that follow the matter.
Frequently asked questions on corporate law
Do you need a lawyer to set up a company?
No, the law does not require one: you can file your articles yourself through the single window. A lawyer adds nothing to the registration itself, which is administrative, but a great deal to what comes before it: the choice of legal form, the drafting of the power and exit clauses, the protection of the director. A free template is fine for a company with one shareholder and no growth plans; it becomes expensive as soon as there are several shareholders.
Lawyer or accountant: who does what?
The accountant keeps the books, prepares the annual accounts, runs payroll and handles routine tax compliance. The lawyer drafts and negotiates legal instruments, secures shareholder decisions and represents you before the courts, which an accountant cannot do. The two roles complement each other, and the firm works alongside your accountant as a matter of course.
Is a shareholders' agreement compulsory?
No, it is optional, unlike the articles of association. But as soon as a company has several shareholders it settles, calmly and in advance, what the articles cannot provide for without becoming public: exit terms, the arrival of an investor, and what happens to the shares on departure, incapacity or death. An agreement is signed while things are going well; it can no longer be negotiated once the dispute has broken out.
Which court hears a dispute between shareholders?
The commercial court has jurisdiction over disputes between shareholders of a commercial company, whether a SAS, a SARL or a SA, including where the parties are not themselves traders. Civil companies, such as SCIs, come under the judicial court. Many articles and agreements nevertheless provide for prior conciliation or arbitration, which must be complied with before any claim is issued.
How long does a share transfer take?
Allow six to ten weeks for a straightforward deal between shareholders who know each other, from letter of intent to signing. Timings stretch with legal due diligence, shareholder approval where the articles require it, negotiation of the representations and warranties and, where there is bank financing, approval from the lender. Registration of the deed follows within a month of signing.
Why instruct the firm
The decisions taken throughout the life of a company lastingly commit its shareholders and directors. Instructing a lawyer allows you to structure your operations upstream, secure your shareholder relations and defend your interests effectively when conflict arises.
Maître Léa Scemama, a member of the Paris Bar, analyses your situation and proposes a tailored strategy, from preventive advice to representation in court.
Get in touchWritten by Maître Léa Scemama, admitted to the Paris Bar, Miraï Avocats. This page states the law applicable at its update date. It is general in nature and does not constitute advice tailored to a particular situation.