Drafting of the agreement
Definition of the amount, the remuneration (interest rate, tax ceiling), the repayment terms, any lock-up and the conditions for enforcement.
→ Corporate · Sub-expertise
The shareholder current account is a flexible but often overlooked financing tool: without a written agreement, it generates tax, social security and wealth-planning risks. We draft clear agreements that secure the company, protect the lending shareholder and anticipate sensitive scenarios (departure, death, insolvency proceedings).
→ What we cover
Definition of the amount, the remuneration (interest rate, tax ceiling), the repayment terms, any lock-up and the conditions for enforcement.
Verification of compliance with the maximum deductible interest rate, tax treatment of the interest paid to the shareholder, coordination with the parent-subsidiary or tax-consolidation regimes.
Setting up of a temporary lock-up agreement to reassure creditors, banks or investors, with negotiated release conditions.
Terms for transferring the current account upon a share transfer (continuation or prior repayment), transmission in the event of death or divorce.
Coordination with the shareholders' agreement: preferential repayment upon a sale, limitation of advances, withdrawal conditions, security granted.
Anticipation of insolvency proceedings (fate of the current account, possibility of subordination), the death of the lending shareholder, or a subsequent dispute.
→ Our approach
01
Analysis of the context (growth financing, cash flow, recapitalization), the objectives of the shareholder and the company, and the statutory or tax constraints.
02
Drafting of a tailored agreement: rate, repayment terms, any lock-up, security, coordination with the agreement.
03
Verification of compliance with the tax rules (deductible interest rate), the regulated agreements where applicable, and signing.
04
Monitoring of the interest paid and the repayments, annual updating of the current accounts and support in the event of a transfer or transmission.
→ Who we help
Setting up an agreement from the company's formation to formalize the founders' additional current-account contributions and anticipate repayments.
Temporary lock-up agreement on the founders' current accounts during a fundraising, to demonstrate their commitment and secure post-raise cash.
Reorganization of the current accounts between the holding company and its subsidiaries, partial capitalization, waiver of debt with a return-to-better-fortune clause.
Management of the repayment (or transfer) of an outgoing shareholder's current account, coordinated with the transfer of their shares and the company's cash position.
→ Q&A
Legally, no. But in practice, the absence of an agreement creates major risks: tax reclassification, challenge to the interest rate, difficulty in proving the loan character in the event of an audit, repayment problems in the event of a dispute. A written agreement is an essential standard.
The shareholder may receive interest. To be tax-deductible in the company, it must comply with a maximum legal rate published quarterly by the tax authorities. A higher rate remains possible, but the excess is not deductible and may entail other consequences.
Yes, through a lock-up agreement that prohibits repayment before a certain date or the occurrence of an event (achievement of objectives, bank repayment, exit). This lock-up is often required by banks or investors to secure the enlarged equity.
Unless otherwise provided, the transfer of the shares does not carry the transfer of the current account: it remains owed to the outgoing shareholder, who may request its repayment. Well-structured transactions provide for a joint transfer or for repayment prior to closing.
→ Go further
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