Commercial law and business assets

Are you looking for a business lawyer to create, develop, acquire, transfer or reorganize a business? ARST Avocats supports traders, entrepreneurs, companies, managers, distribution networks and investors in all their commercial operations.

Our team intervenes in the legal organization of the activity as well as in the negotiation of commercial relations, the acquisition or sale of a business, the regulation of the operation and the securing of the company's practices.

This cross-cutting approach to commercial law makes it possible to address the different dimensions of an activity: status of the operator, commercial premises, clientele, contracts, authorizations, brand, intangible assets, employees, financing and transfer.

Commercial lawyer: business creation and operation

ARST Avocats advises companies and their managers from the preparation of their business project and throughout its operation.

Our services include, in particular:

• define the operating method of the activity;
• choose between individual operation, incorporation or taking over an existing structure;
• analyze the status of trader and the obligations that result from it;
• to assist with registration and formalities with the National Business Register;
• determine the necessary authorizations or declarations;
• examine the rules specific to a regulated activity;
• organize the relationships between the operator, the owner of the premises and the business partners;
• secure the use of a sign, a trade name or a brand;
• prepare the main documents necessary for operation;
• to support the opening, development, transfer or cessation of the activity.

When the project is led by a company, our Corporate Law – Corporate M&A team intervenes on the formation of the structure, governance and capital transactions.

Trade regulations and business compliance

The exercise of a commercial activity may be subject to general rules, but also to specific regulations relating to the nature of the products sold, the services offered, the premises used or the clientele concerned.

ARST Avocats assists companies in identifying and applying these rules, particularly regarding:

• conditions of access and exercise of regulated activities;
• authorizations, licenses, approvals and prior declarations;
• customer information obligations;
• display of prices and terms of sale;
• regulation of promotions, price reductions, sales and liquidations;
• opening hours and Sunday opening;
• sales canvassing and prospecting;
• invoicing and payment terms;
• general terms and conditions of sale and purchase;
• unfair or deceptive business practices;
• regulations applicable to physical and electronic commerce;
• consumer protection;
• distance selling and right of withdrawal;
• obligations relating to digital platforms;
• accessibility of establishments and reception of the public;
• regulations for establishments serving drinks and food;
• marketing of products subject to sector-specific regulations;
• administrative controls and requests for compliance.

Our intervention aims to translate regulatory obligations into procedures, documents and practices directly applicable by the company.

Business relationships between companies

Commercial law governs the relationships established with customers, suppliers, distributors, subcontractors, business introducers and other partners of the company.

Our team is involved in preparing and securing these relationships:

• definition of the legal framework of the relationship;
• negotiation of the main commercial terms;
• drafting and updating of general terms and conditions of sale;
• review of the general terms and conditions of purchase;
• articulation between the CGV and the CGGA;
• formalization of orders and acceptance procedures;
• determination of prices, discounts, rebates and payment terms;
• setting delivery and execution deadlines;
• definition of guarantees and responsibilities;
• handling of late payment penalties;
• retention of title clauses;
• confidentiality and protection of business information;
• exclusivity, non-competition and non-solicitation;
• renewal and termination of the business relationship;
• compliance with a sufficient contractual notice period.

Complex commercial contracts receive specific support from our dedicated contract law team.

Business assets: creation, operation and transfer

The goodwill of a business encompasses the elements necessary for operating a business and developing a customer base. Its composition varies depending on the nature of the business, its organization, and its sector.

It may include, in particular:

• customer base and foot traffic;
• the trade name and the brand name;
• the right to lease;
• the materials, furniture and equipment;
• goods and stocks;
• transferable licenses and authorizations;
• trademarks, domain names and other intangible assets;
• certain contracts related to the operation;
• customer files and data necessary for the business, subject to applicable regulations;
• employees whose contracts can be transferred with the business.

ARST Avocats assists operators in the constitution, organization, protection and legal enhancement of their business assets.

We also intervene in operations involving the contribution of funds to a company, leasing, pledging, transfer or cessation of activity.

Sale and acquisition of business assets

The acquisition or sale of a business requires precise identification of the assets transferred, the commitments assumed, and the risks associated with the operation.

Our team supports sellers and buyers at every stage of the transaction:

• definition of the scope of the transfer;
• drafting a confidentiality agreement;
• letter of intent or offer to acquire;
• conducting a legal audit of the fund;
• verification of ownership of the transferred items;
• analysis of turnover and operating conditions;
• review of the commercial lease;
• verification of the intended use of the premises and the necessary permits;
• identification of contracts transferred or to be renegotiated;
• analysis of the employees' situation;
• inventory of materials, equipment and stocks;
• verification of licenses, approvals and authorizations;
• examination of trademarks, brands and domain names;
• negotiation of the price and its payment terms;
• drafting of the suspensive conditions;
• negotiation of a contractual guarantee;
• drafting and signing of the deed of transfer;
• completion of tax and advertising formalities;
• escrow of the sale price;
• handling of creditor objections;
• support during the handover and transition period.

We pay particular attention to the proper coordination between the deed of transfer, the commercial lease, the contracts necessary for operation, the administrative authorizations and the transfer of employees.

The formalities for creating, modifying or ceasing business activities are now centralized by the Single Business Formalities Window.

Lease management of the business

Lease-management allows the owner of a business to entrust its operation to a third party who acts at their own risk and peril, in exchange for the payment of a fee.

ARST Avocats assists landlords and tenant-managers in:

• the analysis of the opportunity to use lease management;
• verification of the legal conditions of the operation;
• the information or authorization of the landlord;
• drafting the lease-management contract;
• a description of the items entrusted to the tenant-manager;
• setting the duration and the fee;
• the distribution of costs, work and investments;
• the organization of the use of the brand and distinctive signs;
• the distribution of responsibilities;
• the definition of the obligations for the maintenance and preservation of the fund;
• the regulation of competition during and after the contract;
• the completion of the advertising formalities;
• the return of the funds at the end of the contract.

We also intervene in disputes relating to the deterioration of the business, the payment of royalties, the return of operating assets or the consequences of the termination of the lease-management agreement.

Contribution and pledging of the business assets

A business can be contributed to a company to structure its operations or prepare for its development. It can also be used as collateral for financing through the creation of a pledge.

Our team is involved in:

• the identification of the elements provided;
• the evaluation and description of the fund;
• the preparation of the contribution treaty;
• coordination with the commissioner for contributions;
• the determination of the securities given in return;
• the completion of the advertising formalities;
• the protection of creditors' rights;
• the establishment of a conventional pledge;
• negotiation with financial institutions;
• the registration, modification or cancellation of security interests;
• the enforcement of the pledge in case of default.

These operations are conducted in coordination with our corporate law team and the company's financial and tax advisors.

Commercial leases and lease rights

The operation of a business often depends on the right to occupy the premises where the activity is carried out. The commercial lease therefore represents an essential asset of the company.

ARST Avocats assists landlords, tenants, buyers and sellers in:

• the negotiation and drafting of the commercial lease;
• determining the intended use of the premises;
• the setting of rent, charges and taxes;
• the distribution of work and repairs;
• the framework for guarantees and deposits;
• the introduction of a rent-free period;
• rent review and indexation;
• the de-specialization of the activity;
• the renewal of the lease;
• the transfer of the lease with or without the business assets;
• the isolated transfer of the right to lease;
• subletting or making the premises available;
• the termination or negotiated exit from the lease;
• the acquisition of a key money or entry right.

Disputes relating to rent, termination clauses, renewal, compensation for eviction or eviction are discussed on our Business Litigation page.

Sales agents, business introducers and intermediaries

Our team assists companies in organizing their relationships with intermediaries responsible for developing their clientele or negotiating transactions.

Our services include, in particular:

• legally define the relationship;
• distinguish between a sales agent, an agent, a broker and a business introducer;
• draft and negotiate the contract;
• define the territory and the products concerned;
• set objectives and remuneration arrangements;
• organize the calculation and payment of commissions;
• to regulate the powers of representation;
• to anticipate information and reporting obligations;
• define the conditions for termination;
• process termination compensation claims;
• to prevent the risks of reclassifying the relationship.

Particular attention is paid to the reality of the tasks performed, the mere name given to the contract not being sufficient to determine its legal regime.

Distribution, franchising and commercial networks

ARST Avocats advises companies in the creation, development and organization of their distribution networks.

Our team provides services in the following areas:

• exclusive or selective distribution;
• commercial concession;
• franchise and brand licensing;
• affiliation and affiliation commission;
• exclusive supply;
• referencing and delisting;
• purchasing or referencing center;
• establishment of points of sale;
• associated commerce;
• business partnership;
• online distribution;
• digital marketplaces and platforms;
• territorial exclusivity;
• sales restrictions and territorial organization;
• pre-contractual information;
• use of the brand and transmission of know-how;
• Network animation and control.

We ensure coordination between network contracts, trademark protection, competition regulations and the rules applicable to the operation of each point of sale.

E-commerce and distance selling

Developing an online business requires adapting contractual documents and ordering processes to the rules of e-commerce.

ARST Avocats assists companies in:

• drafting the general terms and conditions of online sale;
• the creation of legal notices;
• pre-contractual information for customers;
• the presentation of prices and delivery charges;
• the organization of the ordering process;
• validation and proof of consent;
• the exercise of the right of withdrawal;
• subscriptions and automatic renewals;
• legal and commercial guarantees;
• delivery and return conditions;
• online reviews;
• promotions and price comparisons;
• the organization of marketplaces;
• the relationships between platforms and professional sellers;
• the protection of data used in the commercial process.

We work with both B2B and B2C businesses, in coordination with the firm's expertise in contract law, intellectual property and data protection.

Billing and payment terms

Rules relating to invoicing and payment deadlines directly contribute to the security of commercial transactions and the cash flow of companies.

Our team advises professionals on:

• mandatory information on invoices;
• the terms and payment deadlines;
• installments and staggered payments;
• late payment penalties;
• the fixed recovery fee;
• credit notes and invoice corrections;
• the preservation and archiving of documents;
• electronic invoicing;
• the processes for checking and validating invoices;
• relationships with digitization platforms;
• the contractual consequences of non-payment.

In the event of non-payment, our Business Litigation team assists companies in recovery procedures and precautionary measures.

Controls and difficulties related to operation

ARST Avocats assists companies facing an audit, a formal notice or a difficulty affecting the exercise of their business.

We are involved in relationships with:

• the services responsible for competition, consumer affairs and fraud prevention;
• the competent authorities for licenses and authorizations;
• sectoral authorities;
• the bodies responsible for monitoring the activity;
• landlords, franchisors, suppliers or partners whose agreement conditions the operation.

Our team analyzes the observations made, prepares the company's responses, proposes the necessary corrective measures and, where appropriate, initiates the appropriate legal proceedings.

Cross-functional support for commercial activity

Commercial law lies at the intersection of contract law, company law, distribution law, commercial leases, intellectual property law, social law and litigation.

ARST Avocats mobilizes these different skills in order to support each project in its entirety, from the creation of the business to its transfer.

Are you looking for a business lawyer to secure your business, acquire or sell a business, negotiate a lease, organize a distribution network, or comply with professional regulations? Our team is available to study your project and define a tailored support plan.