Raising capital is a decisive milestone for growth—whether your business is headquartered in Paris, London or straddles the Channel. This English guide unpacks:
- financing sources available in France and the United Kingdom;
- key legal checkpoints to anticipate for a successful round;
- investor‑relation management through a shareholders’ agreement.
C‑suite goal: maximise company value by de‑risking every step—from term sheet to exit.
Financing Options
1.1 Equity Funding
- Capital contributions: founders or existing shareholders strengthen share capital.
- Business angels & VC: early‑stage tickets (Seed, Series A) that bring funds and networks.
- Family offices & growth funds: long‑term investors to accelerate international roll‑out.
UK focus: SEIS/EIS schemes grant investors up to 50 % income‑tax relief—an attractive magnet for capital.
1.2 Debt Funding
- Bank loans (amortising or bullet) backed by security interests (share pledges, French state‑guaranteed loans).
- Bonds—straight or convertible (OCEANE in FR, convertible loan notes in UK)—combining debt with an equity kicker.
- Revenue‑based financing and venture debt: flexible tools for high‑growth start‑ups.
1.3 Alternative Instruments
- Crowdfunding (equity, loans, rewards) via AMF/FCA‑licensed platforms.
- Leasing & factoring to optimise working‑capital cycles.
- Grants & tax credits: Bpifrance, Innovate UK, Horizon Europe.
1.4 France vs UK at a Glance
| Criterion | France | United Kingdom |
|---|---|---|
| Tax incentive regime | IR‑PME reduction, PEA‑PME | SEIS (50 %), EIS (30 %) |
| Issue formalities | Auditor’s valuation report, EGM | Companies House filing, SH01 |
| Closing timeline | 6–12 weeks | 4–8 weeks |
Key Legal Issues
2.1 Due Diligence
Investors audit by‑laws, cap table, IP, key contracts, disputes. Prepare a structured data room to save time and build trust.
2.2 Deal Structuring
- Valuation & dilution: negotiate the pre‑money, issue ordinary or preferred shares (BSPCE, preferred shares).
- Corporate law compliance: proper shareholder notices, waiver of pre‑emptive rights, by‑law amendments.
- Documentation flow: term sheet → SPA / Subscription Agreement → shareholders’ agreement.
2.3 Regulatory Compliance
| Area | France (Code de commerce / AMF) | UK (Companies Act 2006 / FCA) |
| Public offerings | Prospectus + AMF (EU Reg. 2017/1129) | FSMA 2000 exemptions, FCA rules |
| Anti‑money laundering | Decree 2019‑1213: KYC, Ultimate Beneficial Owner registry | Money Laundering Regs 2017 |
| Post‑closing filings | Beneficial‑owner register (RBE) | PSC Register + Form SH01 |
2.4 Minority Protection & Anti‑Dilution
- Ratchet clauses, full/weighted average anti‑dilution.
- Preferential rights: pre‑emption, tag‑along, drag‑along.
- Liquidation preference: standard 1× non‑participating, adjustable to risk profile.
Investor Relations
3.1 Shareholders’ Agreement
Core contract detailing:
- Governance: board composition, quorum, veto rights.
- Transfers: approval clauses, lock‑up, coordinated exits.
- Founder undertakings: vesting, non‑compete, IP assignment.
- Exit mechanics: IPO, trade sale, share buy‑back.
3.2 Reporting & Communication
- Quarterly board packs (KPIs, cash burn, budget vs actual).
- Information rights carefully scoped to protect trade secrets.
3.3 Dispute Management
- Mediation first (CMAP Paris / CEDR London).
- Arbitration clause (ICC Paris or LCIA London) for speed and confidentiality.
Winning Strategy: Best Practices
- Clean cap table and up‑to‑date shareholder register—avoid unidentified passive holders.
- Plan the exit at Series A: negotiate a balanced drag‑along.
- Management incentive tax optimisation: harness BSPCE (FR) or EMI options (UK).
- Secure IP before due diligence (assignment agreements & NDAs).
Bespoke France‑UK Support
Our bilingual law firm advises on:
- Fundraising structuring (Seed → Series C).
- Drafting & negotiating financing documents and shareholder pacts.
- Legal & tax due diligence ahead of investment.
- AMF / FCA compliance and statutory filings.
Contact us to design a resilient financing strategy that attracts and reassures investors.
Disclaimer
The information above is general and does not constitute legal advice. Always consult a qualified professional before making decisions that may affect your liability.
