Setting up an entity plays out in three acts.
Articles of association, shareholders' agreement and intellectual property mapping, drafted in parallel. So the foundation holds up to your first funding round.
The scope of the engagement.
The engagement covers the five questions a company settles at incorporation, or which end up settling themselves: who owns what, who decides when, who exits how, who holds the intellectual property, who speaks to an investor first. We address them together, from day zero.
Entity formation
French SARL or SAS, Delaware C-Corp or LLC. The choice of structure depends on the commercial target, the funding strategy and the intended governance. End-to-end management through to the K-bis or the Certificate of Incorporation.
Shareholders' agreement
Vesting, transfer conditions, governance of corporate bodies, exit rights, protective mechanisms. Calibrated to the founding composition and the targeted capital trajectory. Drafted to remain compatible with a later investors' agreement, without a full rewrite.
Founding governance
Articulation of corporate bodies, initial decision-making rules, capital structure anticipating future developments: arrival of investors, incentive plans, first substantial commercial contracts.
Drafting of the articles of association
No reused template. Each set of articles is drafted so that a Series A investors' agreement can be absorbed without a full rewrite. What is signed at formation must hold up to the funding round.
Intellectual property mapping
Inventory of intangible assets held: trademarks, copyrights, any patents, know-how, proprietary code. Identification of main exposures: incomplete ownership, unformalised assignments, licence dependencies. Prioritised action items.
Recent operations.
Funding rounds, corporate structurings, acquisitions of intellectual property assets. Browse recent matters, organised by category of operation.
A structured approach, calibrated to your stakes.
Whatever the size, every engagement follows the same progression. No action is undertaken until the scope is set.
An in-depth first exchange to understand your situation, your assets and your objectives. Not a sales call, a substantive conversation. Initial consultation at no charge, 30 minutes, EN or FR.
A documented diagnostic with prioritised recommendations: what is urgent, what is strategic, what can wait. Written quote or scope agreed before any start of work.
Implementation, drafting, filing, negotiation. A single point of contact, in France as in the United States. Regular progress updates, clean final deliverable.
An in-depth first exchange to understand your situation, your assets and your objectives. Not a sales call, a substantive conversation. Initial consultation at no charge, 30 minutes, EN or FR.
A documented diagnostic with prioritised recommendations: what is urgent, what is strategic, what can wait. Written quote or scope agreed before any start of work.
Implementation, drafting, filing, negotiation. A single point of contact, in France as in the United States. Regular progress updates, clean final deliverable.
An in-depth first exchange to understand your situation, your assets and your objectives. Not a sales call, a substantive conversation. Initial consultation at no charge, 30 minutes, EN or FR.
A documented diagnostic with prioritised recommendations: what is urgent, what is strategic, what can wait. Written quote or scope agreed before any start of work.
Implementation, drafting, filing, negotiation. A single point of contact, in France as in the United States. Regular progress updates, clean final deliverable.
Romain Waïss-Moreau.
Intellectual property and corporate law
Romain Waïss-Moreau practised for 13 years at leading firms before establishing his own Law firm. He works at the intersection of corporate law and intellectual property, for founders, executives and investors whose operations span France and the United States.
- Intellectual property is not a specialist subject, it is a matter of governance.
It determines the value of a company more durably than most of its other assets. It deserves the same attention as a shareholders' agreement or a financing plan.
- A French IP practice that ignores the American market today gives incomplete advice.
The two jurisdictions illuminate one another. The strength of an IP portfolio is measured less and less on one side only.
- The role of the Attorney is to make trade-offs explicit before they are signed.
Corporate law has no reason to remain unreadable to those it serves. An executive who decides with full understanding makes better decisions than one who defers.
Three configurations.
Depending on the target jurisdiction and the transatlantic scope, the engagement takes one of these three forms. Fixed fee, quote issued before any start of work.
€900
- SARL articles of association drafted to each case.
- Shareholders' agreement calibrated to the project and the founders.
- Initial intellectual property mapping.
€1,200
- Articles and shareholders' agreement adapted to the chosen jurisdiction.
- Agreement drafted to absorb a later American investors' agreement.
- Initial intellectual property mapping.
€1,800
- Coherent architecture between the French SAS and the American structure.
- Intellectual property mapping covering both jurisdictions.
- Coordination handled directly, by a single point of contact.
Frequently asked questions.
Another question? Write to us
Standardised articles of association do not withstand the scrutiny of an American investors' agreement. The real cost shows up at the funding round, when the agreement has to be rewritten by a New York firm. The Launch package absorbs that cost upfront.
The Launch mapping inventories assets and identifies the main exposures. It is appropriate for a young company whose intellectual property perimeter is limited to code and a trademark. Protect provides a full diagnostic: prior art, contractual risks, filing strategy in France and the United States.
For standard structures (Delaware LLC or C-Corp), the engagement is run directly. For more complex setups (American tax classifications, multi-jurisdiction holdings), we work with a New York firm. The point of contact remains a single one.
Incorporation runs in parallel with the drafting of the shareholders' agreement and the intellectual property mapping. The first contracts can be signed as soon as the K-bis or Certificate of Incorporation is obtained, without waiting for the package to be finalised.
A change of direction (departure of a co-founder, change of jurisdiction, evolution of the business model) is absorbed into the package. Work resumes from the new decision, with no additional charge on the first occurrence.
Minor amendment (addition of a shareholder, vesting adjustment): a side letter is sufficient. Structural amendment (governance overhaul, Series A funding round): moves over to the Structure or Leverage service.
French SAS and American structure (Delaware LLC or C-Corp) designed within a single architecture. Intellectual property mapping covering both jurisdictions. Coordination handled directly, by a single point of contact. Fixed fees agreed at scoping.
A confidentiality undertaking is signed at scoping, including for the first conversation. No item of the file leaves our systems.
An intellectual property perimeter can be diagnosed in thirty minutes of conversation.
You set out your situation. We identify what structures your perimeter, what weakens it, and which decision should be taken first.
