The “partners’ pact”.
When we hear these words, we can imagine everything, even the worst.
It is in reality a very honorable legal act, establishing good rules of understanding between the partners of a company.
For Aritz Zamacola, Olivier Couture and Vincent Hingot, it was obvious: they had to sign a partners' pact on the first day of the creation of Resolve Stroke, their Parisian HealthTech start-up.
“Given that we come from different professional backgrounds, this allowed us to verify that we shared the same vision of the company and to clearly distribute
governance roles,”
recalls Aritz Zamacola, who was given the position of P -DG.
We have just completed a fundraising of 2.2 million euros, in which Bpifrance is participating,
he adds.
On this occasion,
we corrected our partners' agreement under the supervision of a lawyer, in particular by fixing the shareholding percentages of each person.
»
The lawyer in question is Sébastien Poniatowski, partner at the DPS firm.
He has been following Resolve Stroke since its debut in 2022, and welcomes the initiative of the creators in having resorted to this legal precaution.
“A partnership agreement is a sort of marriage contract where everything is put on the table,”
he explains.
We consider possible scenarios to protect the protagonists.
But unlike the company's statutes, which must be made public, it is confidential.
»
For optimal cooperation between partners
It is also easier to modify than the statutes, which are subject to filing with the registry of the commercial court and registration in the trade and companies register.
As the life of an SME is made up of a thousand and one episodes, such as fundraising, the welcoming of new capital partners, the creation of subsidiaries or ugly disputes, it is better to maintain as much flexibility as possible.
It is therefore preferable, when founding a company, to draw up the shareholders' agreement at the same time as the statutes, simplifying the content of the latter as much as possible.
“In the event of a dispute, the statutes are enforceable against a third party.
Not the partners’ pact,
specifies Sébastien Poniatowski.
But in the event of a problem between the partners, the pact has value in court and can be undone.
»
The lawyer also recalls that this act makes it possible to foresee all title transfer scenarios.
“If one of the partners wishes to leave the company, he may be required to resell his shares as a priority to the other members of the pact,”
he underlines.
If he dies, his heirs may be subject to the same rule.
This is what we call “preferential liquidity clauses”.
The ultimate goal is to prevent capital from dispersing.
»
Depending on what you put into it and the size of the company, establishing a partners' agreement costs between €3,000 and €15,000.
Its duration, to be defined obligatorily, is on average five to seven years.
But it can reach around fifteen years.
“In digital start-ups where everything evolves very quickly, associate agreements have a fairly short lifespan, and are regularly remodeled to add clauses,”
notes Sébastien Poniatowski.
Usually, the approach is not the same in family or industrial companies, where development follows a slower pace.
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Less than two years old, the three Resolve Stroke friends are already on their first edit.
For them, this is not a sign of disagreement, but on the contrary a sign of the good health of their business.