Corporate law

Corporate law is a key part of the legal support offered by Berna & Associés. With 50 years’ experience, our lawyers provide businesses, investors and entrepreneurs with advice and assistance at every stage of their company’s life. Our firm offers comprehensive, strategic expertise tailored to economic and regulatory challenges, from formation to liquidation, including restructuring, financing and cross-border transactions.

Company formation

The choice of legal structure directly impacts a company’s taxation, governance and development. We advise our clients on establishing the most suitable legal framework, including drafting articles of association and shareholders’ agreements, registration, administrative formalities, and compliance with Luxembourg regulations.

Company financing and intra-group contracts

Access to finance is a strategic issue for any company. We help our clients negotiate, structure and implement internal or external financing, including loans, bonds and equity. Our approach is designed to ensure that the structure is tailored to our clients’ objectives and constraints.

Merger and acquisition (M&A)

Mergers, demergers and acquisitions require rigorous legal management. Our lawyers oversee due diligence, negotiate contracts, restructure shareholders and coordinate with stakeholders, ensuring the smooth and secure execution of transactions.

Cross-border restructuring

In a globalised economic environment, transforming a company may require an international legal framework. We assist our clients with complex cross-border restructuring and transformation procedures, ensuring that applicable regulations are harmonised.

Corporate housekeeping

Ensuring a company’s compliance and legal transparency is essential. We draft and supervise the minutes of general meetings and board decisions, oversee the maintenance of company registers and ensure compliance with legal obligations.

We also assist with statutory changes made necessary by the company’s development, such as capital increases, name changes, transfers of registered offices, or restructuring. We support our clients throughout the process, ensuring that every legal decision is sound.

Domiciliation

We offer corporate domiciliation services for companies wishing to establish their headquarters in Luxembourg, including administrative management, mail reception and compliance with regulatory requirements for registered offices.

Winding up and liquidation of companies

When a company ceases its activities, dissolution and liquidation must be carried out precisely. We assist our clients with these procedures, whether as part of an amicable or court-ordered liquidation, ensuring compliance with legal and tax formalities.

Managing companies in difficulty

Proactive legal assistance is essential when faced with financial or operational difficulties. We provide representation in restructuring and bankruptcy proceedings under the new Luxembourg law of 7 August 2023, developing appropriate solutions to protect our clients’ interests.

Commercial litigation

We handle all types of disputes relating to corporate and commercial matters: disputes between shareholders, contractual disputes, challenges to general meeting decisions, debt collection and any other disputes relating to commercial relations. Our team develops strategies tailored to each case and supports its clients in negotiations, alternative dispute resolution and before the competent courts.

Our services cover all aspects of corporate law. As each situation is unique, we take a bespoke and strategic approach to ensure the security and sustainability of our clients’ projects.