Question 1

What should I consider before incorporating my startup?

Accepted Answer

The founding stage is key: deciding when to incorporate the company, the type of legal entity, the shareholding structure, the allocation of roles among partners, and the drafting of the shareholders’ agreement all determine the project’s future stability. At Eleva, we help founders prevent conflicts, protect intellectual property, and build the cap table.

Question 2

What should my shareholders’ agreement include?

Accepted Answer

A shareholders’ agreement governs the legal and economic relationship between partners beyond the articles of association. It is essential to clearly define political and economic rights, decision-making in shareholders’ meetings, mechanisms for entry and exit of partners, drag-along and tag-along clauses, and conflict resolution procedures.Our Corporate and M&A team designs agreements that align the interests of partners and investors while preventing disputes.

Question 3

How can I protect my company’s technology or know-how?

Accepted Answer

Intellectual property and source code must be owned by the company, not by the founders or external developers. It is also essential to sign confidentiality agreements (NDAs) and intellectual property assignment agreements with all collaborators.

Question 4

What is the difference between a convertible note and a capital increase?

Accepted Answer

A convertible note is a loan that converts into shares in a future funding round, whereas a capital increase involves a direct entry into the company’s share capital.Each instrument offers different advantages in terms of speed, tax treatment, and corporate control.

Question 5

How can I prepare my company for a potential sale or the entry of investors?

Accepted Answer

The key lies in having a solid corporate and documentary structure: regularizing the bylaws and corporate records, establishing governance protocols and powers of attorney, reviewing key contracts and compliance with the GDPR, among others.

Question 6

What should I consider before starting a funding round?

Accepted Answer

Before opening a funding round, it is essential to legally prepare the company and its internal documentation. This involves verifying that you have a clear and up-to-date corporate structure (articles of association, cap table and corporate books), ensuring that the intellectual property of the technology, know-how or software is registered in the company’s name; reviewing key contracts with clients, employees, collaborators and suppliers, as well as compliance with the LOPDGDD and GDPR; and having an updated shareholders’ agreement and a well-organized legal data room.

Question 7

What guarantees should an investor request when entering a startup?

Accepted Answer

An investor must ensure that the startup is properly incorporated and has no pending litigation; that it holds full ownership of its technology and key assets; and that it complies with its tax and labor obligations, among others.

Question 8

Is my company required to comply with the LOPD-GDD and the GDPR?

Accepted Answer

Yes, the LOPD-GDD and the GDPR apply to all companies that process personal data, regardless of their size.The level of requirements will depend on the type of data processed and the associated risk. Eleva adapts compliance to each client’s operational reality, avoiding unnecessary burdens while ensuring full regulatory compliance.

Question 9

Can Eleva act as your company’s external Data Protection Officer?

Accepted Answer

Yes. We have professionals certified and accredited by the AEPD. The external DPO service includes: monitoring compliance with regulations; handling internal queries and those from the AEPD; managing data subjects’ rights; and conducting annual audits and reporting to management.

Question 10

If your company sells online, what legal requirements must it comply with?

Accepted Answer

If your company sells products or services online, you must comply with the LSSI-CE, the LGDCyU, and data protection regulations.