Our English-speaking lawyers are specialised in French and international law. We successfully advise English, American and French medium-sized and large companies on the legal issues. However, our clients base also include private individuals from English speaking countries, like American, England and Australia.
The main focus of our law firm in Paris is to provide all-round support to our English-speaking clients in need of legal assistance in France. Our English-speaking lawyers are admitted to the French bar and successfully practise as lawyers in France.
As an international Franco-English law firm with a highly motivated, young and committed team, we aim to provide legal advice in a new, modern and client-friendly way. Our English-speaking lawyers in Paris have successfully completed their legal studies in France and also have several years of professional experience abroad. In addition, our English-speaking lawyers have all previously worked at international law firms in France. Our English-speaking lawyers in France have at least 10 years of professional experience.
Founded in 2005
50 people in their team
Construction law in France comprises a set of very specific legal provisions. Constructors and subcontractor are very protected in France, which entails a reversal of the burden of proof. According to French construction law, in the event of dispute, parties involved in a construction project must be able to prove to the client that legal construction provisions and their duty to advise were observed throughout the entire project duration. In case of larger construction projects, this means that companies on construction sites must meet this burden of proof in writing and by registered letter in order to have the necessary correspondence available in the event of dispute.
Subcontractors are legally protected under French construction law. Subcontractors must be registered in writing and approved by the construction owners. In addition, written subcontractor agreements must be entered into.
In case of private construction contracts, payments to the subcontractor are secured by a payment guarantee (Law n° 75-1347 of 31 December 1975). According to French construction law, the subcontractor cannot waive this protection. As long as the payment guarantee has not been provided, the subcontract is ineffective and can unilaterally be terminated by the subcontractor. If a payment guarantee has not been put in place, the subcontractor may, upon demand, cease its work and sue for damages. Furthermore, the fixed price contractually set out stops applying.
In the case of public works contracts, a payment guarantee is not required. According to public construction law in France, the client is obliged to pay the subcontractor 1st rank.
Suppliers are exempt from this requirement. However, the distinction between suppliers and subcontractors is not always easy to make.
According to French construction law, the duty to provide a payment guarantee exists not only between the general contractor and the subcontractor, but also between the client and the general contractor or architect and/or planning office. According to Art. 1799-1 of the French Civil Code, the client must provide the construction contractor with a payment guarantee for the full amount of the contract. If this guarantee is not put in place, the contractor can cease its work.
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There are three different legal guarantees in France: Garantie de Parfait achèvement, Garantie Biennale and Garantie Décennale.
All parties involved in construction projects, such as construction companies, architects, owners and planning offices, are impacted by French provisions on warranties.
First of all, French law sets out a mandatory one-year warranty period, the so-called Garantie de Parfait achèvement. Under this legal warranty, the parties involved in a construction project must remedy, at their own expense, all defects expressly listed in the acceptance protocol as well as all hidden defects that occur – regardless of their nature – which are not mere signs of wear and tear.
For two years following acceptance, the so-called biannual guarantee runs. According to this legal guarantee, the company that carried out construction work undertakes to repair or replace, at its own expense, any equipment that is not functioning properly. Equipment is here defined as construction elements that can be detached from the building without damaging it (e.g. roller shutters).
In France, there is also the so-called Garantie Décennale i.e. the ten-year warranty. Under this French guarantee, the constructor is liable for damage to the building that affects its soundness or intended use.
The ten-year warranty, the Garantie Décennale, obliges constructors in France to take out insurance for this entire period. The so-called Décennale insurance is a compulsory insurance which also affects all non-French contractors as well as architects working in France.
It is not always easy for foreign construction companies to find a “Décennal insurer”. It can take up to 6-8 months for a foreign construction companies to obtain such insurance.
If several construction sites are carried out in France, the cost of the insurance is calculated on the basis of the company’s annual turnover. Here, a possible insolvency of the company has no effect on the insurer’s ten-year warranty obligation.
In addition to the Décennale insurance, the builder must take out a construction site damage insurance, the so-called Dommage-ouvrage. This insurance covers future damages following acceptance. The construction site damage insurance allows the builder to quickly be financially compensated. This means that the builder does not have to wait for a court decision and expert proceedings to decide on the respective responsibilities.
Commercial leases in France are leases for premises in which a commercial or industrial activity is carried out. It is mandatory that the premises are used for the commercial activity. The commercial lease contract is regulated under French commercial law and forms part of the so-called Fonds de Commerce.
A commercial lease is usually entered into for a minimum duration of 9 years. However, landlords and tenants may also enter into a contract for a longer period. It is not possible to enter into a commercial lease contract for an unlimited duration.
The landlord must pay the tenant eviction compensation in the event of termination of the commercial lease. The tenant may terminate after 3 or 6 years of the contract. However, the landlord can only terminate in exceptional cases. In order to terminate the commercial lease, the tenant must give the landlord written notice of termination by registered mail at least 6 months prior to the termination of the 3 or 6 year period.
The lawyers at Alaris Law advise French, English and international construction companies, subcontractors, builders, project developers and/or architects on French construction law. As lawyers specialized in French construction law, we can assist you before the start of construction operations, during contract negotiations and with the drafting of contracts. Alaris lawyers have deep knowledge of legal provisions in France and locally applicable regulations. We represent you in expert proceedings in or out of court and in French state court proceedings.
As specialist lawyers in public and private construction law in France, we also assist you with construction contracts and specifications. Our specialized lawyers accompany the execution of your construction project and relieve you from the burden of handling a wide variety of insurance policies and bank guarantees.
When establishing a company in France, company founders are required to choose the form of their future legal entity. French company law offers a variety of different corporate structures. The choice is decisive for the future legal status as well as for tax, administrative and labour law purposes. A chosen company structure can be changed at any time via a resolution of the company’s shareholders.
In France, a notary is not required to establish a company. As lawyers specialising in company law in France, we can take care of the establishment of your company and support and accompany you in all related legal matters.
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Here below you will find a quick outline of the different types of legal entities in France:
The limited liability partnership Société en nom collectif (SNC)
The Société en nom collectif (SNC) is a company form in which the shareholders (at least 2) have a commercial status and are jointly liable for the debts of the company. There is no minimum capital.
The public limited liability company Société anonyme (SA)
The Société anonyme (SA) is a corporation with at least 2 shareholders. This French entity can be managed by a board of directors with a chairman or by a supervisory board with an administrative director.
The private limited liability company Société à responsabilité limitée (SARL)
The Société à responsabilité limitée (SARL) is a legal entity in which shareholders (between 2 and 100) are only liable for the debts of the company up to their personal capital contribution. There is no minimum capital requirement in France.
Other French legal entities:
– If there is only one shareholder, the company is a Entreprise unipersonnelle à responsabilité limitée (EURL).
– If partners perform a regulated liberal profession (ex. doctors or lawyers), the company is a Société d’exercice libéral à responsabilité limitée (SELARL). If a public limited liability company needs to be established, it takes the legal form of a Société d’exercice libéral à forme anonyme (SELAFA).
– A Société d’exercice libéral par actions simplifiée (SELAS) can also be established as a simplified limited liability company (see below).
The simplified limited liability company Société par actions simplifiée (SAS)
The Société par actions simplifiée (SAS) is a very popular legal entity in France. It is a simplified capital company in which shareholders (at least 2) are only liable for the company’s debts up to their personal capital contribution (like in the private limited liability company (SARL)). No minimum capital is required. Compared to the SARL, the company’s founders have a lot more freedom when it comes to the articles of association. If there is only one shareholder, the legal entity is a Société par actions simplifiée unipersonnelle (SASU).
In France companies are established with the local company register (RCS) of the commercial court having jurisdiction. Jurisdiction is determined by the location of the company’s registered office. Registration takes approximately two weeks. Without registration, the company has no legal personality and therefore cannot act in its external business relationships.
In addition, in France it is mandatory to open a company bank account in which at least half of the share capital must be paid in. French banks usually require the bank account to be opened in the presence of the future company’s director. Furthermore, the company also requires a registered office, that can either be a rented office space or a mere post-box.
When a company is incorporated in France, individuals holding more than 25% of the share capital or having more than 25% of the voting rights in the company need to be declared to the register. After registration in the commercial register, the company receives a “Kbis”, which is the commercial register extract. Extract from the commercial register, articles of association and shareholders’ resolutions can be requested and viewed on the official register’s website: www.infogreffe.fr
All companies incorporated in France are subject to accounting obligations. For instance, companies must file balance sheets annually with the commercial register. Many companies delegate accounting obligations to external tax advisors if they do not have their own internal accounting. However, there is no legal obligation to appoint a tax advisor.
The appointment of a company auditor, so-called Commissaire aux comptes, needs to be distinguished from the company’s tax advisor. The legal requirement to appoint a French company auditor for a duration of at least 6 years depends on the company’s balance sheet, its turnover and the number of employees. For example, for a SARL, the appointment of a company auditor is mandatory if two of the three following thresholds are met:
– € 4,000,000 balance sheet total
– € 8,000,000 turnover (excluding VAT)
– 50 employees
An auditor may also be appointed at the request of shareholders with at least 1/3 of the share capital. Failure to appoint an auditor despite exceeding the thresholds is punishable by imprisonment of 2 years and a fine of € 30,000.
When establishing a company in France and during the entire duration of the managing director’s appointment, she/he is civilly and criminally liable and bears responsibility for tax problems in case of mismanagement. This applies both internally and externally. Mistakes by a managing director occur when he/she is performing his/her duties, in an active as well as passive manner.
The basic requirement is an error of the director causing damage (e.g. non-compliance with the articles of association or disloyal behaviour towards the company). In external relationships, the wrongful conduct of the managing director has the consequence that the company itself is bound by the act towards third parties. Unless the other party can be proven to have acted in bad faith.
In event of insolvency, the insolvency administrator may, under certain circumstances, be held personally liable for misconduct by the managing director. The company’s managing director is then liable with his/her private assets. Even in the case of shareholders whose liability is reduced to the share capital, the liability limit may be extended under certain circumstances.
A company is legally insolvent when its available funds (assets) are no longer sufficient to meet its liabilities. In such event, an application for insolvency, the Dépôt de Bilan, must be filed with the commercial or district court. The insolvency petition must be filed with the court having jurisdiction within a maximum of 45 days from the date of insolvency. Failure to do so may amount to an insolvency delay.
French law offers different insolvency procedures, depending on whether the company can be restructured (redressement or liquidation). In certain circumstances, it is also possible to seek the protection of the court in the event of financial difficulties without filing for insolvency (Procédure de Sauvegarde or Conciliation).
Notwithstanding the above, a company may be dissolved by a resolution of the shareholders at any time. If the parent company abroad is the sole shareholder of the French subsidiary, a so-called transmission universelle de patrimoine, also called TUP, i.e. “merger”, automatically takes place with the dissolution of the subsidiary.
There are a many legal aspects that must be consider when establishing a company in France. From choosing the appropriate corporate structure to establishing the company in France as well considering tax and liability-related questions. As lawyers specialising in French corporate law, we support and accompany you during the establishment and existence of your company in France.
Labour law in France protects employees from the start of their work relationship, throughout the duration of the work contract and up to its termination.
French labour law tends to be more employee-friendly than employer-friendly. In France, legislation applicable to the employment relationship between the employer and employee is essentially set out in the French Code du Travail (Labour Code) and various collective agreements. In the event of legal dispute, French case law is predominantly decisive. There are big differences between decisions handed down in the individual labour courts (the Conseils de Prud’Hommes).
In France, the Labour Inspectorate is responsible for ensuring compliance with labour law provisions within and outside the workplace (e.g. construction sites).
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Under French labour law there are different employment contracts. French law sets out for permanent employment contracts (CDI), fixed-term employment contracts under certain conditions (CDD) as well as temporary employment contracts. Furthermore, in certain areas of activity, project contracts can be entered into that end after the completion of the project for which they were executed without the premium of 10% payable as for the termination of a CDD (e.g. in the case of construction contracts after acceptance of the building).
The French CDD – Contrat à Durée Déterminée is a fixed-term employment contract. As the name suggests, its duration is limited in time. Its limited duration must be explicitly mentioned in the employment contract, as well as all other mandatory special provisions. The legal possibilities to sign a CDD are strictly limited and binding under French labour law.
A CDD that continues after termination automatically becomes a CDI. Caution should therefore be placed when formally confirming the termination of the CDD in France.
The French CDI – Contrat à Durée Indéterminée is an unlimited employment contract. Its duration is unlimited. A CDI can only be ended via a mutual agreement or after a dismissal procedure.In France, the CDI is the normal contractual employment relationship under Article L1221-2 of the Labour Code. The rights and obligations under the CDI are set out in French labour law.
In addition to employment contracts, French Labour Code also regulates working hours. It is mandatory to comply with these provisions or to draft lump-sum employment contracts for employees in manager positions. In an ongoing employment relationship, care must be taken not to exceed the number of hours, as the employer has a duty of care for his employees.
According to French law on working hours, it is forbidden to have an employee work more than 6 consecutive days per week. In principle, working on Sunday is prohibited. In some cases, however, Sunday rest is not possible. In such cases, the day of rest can either be postponed to a day other than Sunday or shortened under certain conditions, which vary depending on the legal exceptions.
Weekly working hours are at least 35 hours per week. However, exceptions can be made to this rule, such as 39-hour week contracts, as well as flat-rate employment contracts for senior employees where no overtime is paid – these are arguably more the rule than the exception.
Every worker is entitled to at least two and a half working days of paid leave per month and per year (i.e. five weeks after one year of service). Certain employee absences are taken into account when calculating days of leave. Certain collective agreements, the employment contract or an employment custom may provide for a holiday duration that is more favourable to the employee than the legal duration.
In France, there must be a compelling reason for an employee to be dismissed based on personal or economic reasons. In addition to the reasons for dismissal, a strict dismissal procedure must also be respected. In addition to the notice period in France, the employee must be invited to a termination meeting in due time.
The termination letter must also state the reasons for termination. In addition to the classic dismissal, there is the alternative possibility of terminating the employment relationship by mutual agreement under a termination agreement.
Collective dismissals in France are also extremely formal and the applicable procedure depends on the number of workers to be dismissed and the size of the company.
Under French labour law, mandatory provisions must be set out in the employment contract, that can be drawn up for a fixed term, an indefinite term or for a limited period. Working hours are regulated by the French legal provisions. It is important to be aware of basic requirements of French labour law, even in the case of secondment. For example, pay must not be below the minimum wage (so-called SMIC) and the 35-hour week must be respected. In case of termination, attention must be paid to the applicable procedure (notice or termination agreement), the French mandatory notice period and the amount of severance pay. French labour law is rather employee-friendly.
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Alaris specialises in French employment law and also assists you with all international employment law questions. We advise you on:
We represent you in collective labour law (works council rights, works council elections, collective bargaining agreements, etc.) in an advisory capacity and/or in court.
In difficult, demanding international legal disputes, you will benefit from our extensive experience. Alaris is familiar with labour law litigation and settlement proceedings before French labour courts and will accompany you through labour inspections in France.
The aim of Alaris law firm is to provide each and every client with full legal and practical support – in all areas of individual and collective French and international labour and social law.
International Arbitration in Paris | Alaris Law Firm
International Chamber of Commerce Paris (ICC)
Arbitration clause in international commercial contracts
In order to bring proceedings in France before an arbitral tribunal, usually the International Chamber of Commerce (ICC) based in Paris, a contractual jurisdiction clause in the commercial contracts, the so-called arbitration clause, is required.
It is open to the parties to adapt this clause to their particular situation. For example, the ICC Arbitration Rules generally provide for a sole arbitrator. However, the parties may differ from the number of arbitrators (see also Art. 1508 Code Civil). Likewise, it may be desirable for them to stipulate the place and language of arbitration and to determine the law applicable to the legal dispute (see also Article 1509 Civil Code).
The ICC Rules of Arbitration therefore do not limit the parties in their free choice as to the place and language of the arbitration and the law applicable to the contract.
The arbitral tribunal is therefore subject to the rules laid down in the commercial contracts themselves, often by reference to the arbitration rules. This would be for the International Chamber of Commerce ICC the 2017 Arbitration rules: iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration/
If an arbitration clause is included in the commercial contract, the national French courts are no longer competent. However, the special jurisdiction must be invoked by the parties (Cass, 2e civ., 22 nov 2001, préc. – Cass, 1re civ., 23 january 2007, n ° 06-11.157: JurisData n ° 2007-037067; Rev. arb., 2007, pp. 290. – Cass, 1re civ., 3 févr., 2010, n ° 09-12.669: JurisData n ° 2010-051399 .- Cass. 1re civ., 14 avr., 2010, n ° 09 -12.477: JurisData n ° 2010-004059; Rev. arb. 2010, p.495, P. Caillé).
The national French courts are exceptionally competent even if an arbitration clause is stipulated if the International Chamber of Commerce ICC has not yet been appointed and the arbitration clause is manifestly void or inapplicable (Article 1448 CPC). These are cumulative conditions.
Furthermore, as long as the Arbitral Tribunal has not yet been appointed, it is still possible to file a lawsuit before the French courts for temporary legal protection procedures for effective provisional remedies (so-called Référé) (Art 1449 CPC).
Due to the principle of the binding effects of agreements (Article 1165 Code Civil), the arbitration clause binds only the parties that have concluded and therefore does not oblige third parties.
The invalidity of the arbitration clause has no effect on the validity of the remaining contractual clauses (Article 1447 CPC).
Parties are free to adapt the clause to their particular circumstances. For instance, they may wish to stipulate the number of arbitrators given that the ICC Arbitration Rules contain a presumption in favour of a sole arbitrator. Also, it may be desirable for them to stipulate the place and language of the arbitration and the law applicable to the merits. The ICC Arbitration Rules do not limit the parties’ free choice of the place and language of the arbitration or the law governing the contract.
For example, a possible standard clause for the ICC would be: “All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.”
A big advantage of the International Chamber of Commerce in Paris is the fact that the parties get quickly a sentence. As stated above, the parties may themselves decide on the arbitrator, language and venue of the proceedings or applicable law. The big disadvantage, however, are the enormously high process and arbitration costs and the fact that an appeal is rarely possible.
