Legal news

From March 2025, all self-employed entrepreneurs will be on the same footing: The VAT exemption threshold will be set at €25,000, regardless of their sector of activity. Does this mean they will have to change their business status?

From 1 March 2025, the VAT exemption threshold for self-employed entrepreneurs will be drastically lowered to €25,000, regardless of the sector they work in.

This reform, introduced after François Bayrou used Article 49.3 of the Constitution to push through the 2025 budget on Monday 3 February, has French micro-entrepreneurs scratching their heads.

Microentrepreneurs benefit from an exemption that allows them not to charge VAT to their customers, which is a significant advantage over businesses subject to VAT.

A sudden drop in the exemption threshold
Before we go any further, a quick reminder: micro-entrepreneurs, formerly known as auto-entrepreneurs, are self-employed individuals who are subject to a simplified tax and social security regime. Until now, the VAT exemption has been dependent on their activity:

– 85,000 EU for commercial and craft activities;
– EUR 37,500 for services and professional activities.

Below these amounts, they benefited from a VAT exemption, which meant they did not have to collect VAT or pay it to the state. But this model is about to be shattered. In a few weeks, the exemption threshold will drop to €25,000, regardless of activity.

Cabinet Nicolas BRAHIN
Advokatfirma i NICE, Lawyers in NIC
Camilla Nissen MICHELIS
Assistante – Traductrice
1, Rue Louis Gassin – 06300 NICE (FRANCE)
Tel :   +33 493 830 876      /    Fax : +33 493 181 437
Camilla.nissen.michelis@brahin-avocats.com
www.brahin-avocats.com

Regulation (EU) 2023/1114 of the European Parliament and of the Council of May 31, 2023 on MiCA (Markets in Crypto-Assets), Règlement (UE) 2023/1114 du Parlement européen et du Conseil du 31 mai 2023 sur les marchés de crypto-actifs, adopted by the European Parliament and the Council on May 31, 2023, came into force on December 30, 2024.
It establishes a harmonized framework for the regulation of crypto-assets within the European Union, including Bitcoin.

I. Objectives and scope of the MiCA regulation

The main aim of the MiCA regulation is to protect consumers and ensure financial stability, while combating money laundering and the financing of terrorism.
It establishes a specific normative framework for crypto-assets, including Bitcoin, distinguishing three main categories:

• Utility tokens, which provide access to a specific product or service;
• Tokens referring to one or more assets often associated with property rights or underlying assets; and
• Electronic currency tokens (stablecoins) that are directly linked to a fiat currency or a basket of fiat currencies.

Although Bitcoin does not fit into any of these categories directly, it is nevertheless subject to some of the regulations established by MiCA.

II. Obligations for Bitcoin creators

1. Registration and licensing

Bitcoin creators, as actors enabling the management or facilitation of the use of Bitcoin within the EU (for example, exchange platforms or custody service providers), must obtain approval from a national competent authority before they can offer their services on the European market.
Approval provides a European passport, making it easier to offer services in all EU member countries.

2. Transparency and information

Bitcoin creators must ensure that information about the services they offer is transparent and accessible.

An information document, or “white paper”, must be drawn up, detailing:

• The characteristics of Bitcoin ;
• The risks associated with their use; and
• The costs and fees associated with Bitcoin transactions.

This document must comply with the transparency and information requirements of the MiCA regulation, which requires disclosure of all relevant information so that consumers can make an informed decision.

3. Anti-money laundering (AML)

MiCA requires Bitcoin creators to comply with anti-money laundering (AML) and combating the financing of terrorism (CFT) rules.

In concrete terms, this involves the obligation to track user transactions and set up a system for tracing crypto-asset transfers.

Providers must also verify the identity of their customers and report any suspicious activity to the relevant authorities.

4. Specific obligations for crypto-asset service providers (CSPs)

Crypto-asset service providers (CASSPs), such as Bitcoin exchange platforms or storage services, must meet strict requirements to operate legally in the EU. Among the points to watch out for:

Obtaining approval:

Check that PSCAs have obtained the necessary approval to offer exchange, storage or other Bitcoin-related services in the EU ;

Anti-money laundering rules:

Ensure that PSCAs comply with AML and CFT requirements;

Internal control and compliance:

Confirm that PSCAs must implement an internal control system to ensure compliance with regulatory obligations, particularly with regard to the security of user funds and risk management; and

European passport:

Verify that PSCAs can benefit from the European passport to offer their services throughout the EU once they have obtained their license.

5. Consumer protection and transparency

The MiCA regulation aims to guarantee consumer protection and ensure transparency in trading with crypto-assets, including bitcoin.

As such:

Publication of the white paper:

Bitcoin creators must publish a document detailing the risks, costs and implications of transactions.

Consumer information:

Ensure that consumers are fully informed of the risks involved in using Bitcoin and the costs associated with each transaction.

PSCA behavior:

PSCAs must act honestly, fairly and professionally in accordance with the standards of transparency and accountability imposed by MiCA.

6. Prevention of market abuse

Market abuse prevention rules applicable to crypto-assets must be observed, in order to combat market manipulation and fraud.

Bitcoin creators must ensure that transactions on their platforms are not used to manipulate prices or conduct illegal activities.

7. Transitional period and national adaptation

Service providers already registered under national regimes have a transitional period until July 1, 2026 to comply with the requirements of the MiCA Regulation.

Bitcoin creators will have to ensure that their practices comply with European requirements by this deadline.

In France, national adaptations are to be put in place to facilitate this transition, with enhanced registration requirements for crypto-asset service providers.

III. Combating fraud and tax evasion

MiCA is part of a broader framework to combat tax evasion.

Crypto-asset service providers must comply with specific reporting obligations and ensure that Bitcoin exchanges are transparent, with automatic exchanges of tax information between competent authorities.

The new tax obligations must be strictly complied with to avoid the risk of fraud.

Nicolas BRAHIN Avocat
Lawyer in NICE
Master’s Degree in Banking and Financial Law
Cabinet BRAHIN Avocats 1, Rue Louis Gassin – 06300 NICE (FRANCE)
MOB: +33 493 830 876 / Fax : +33 493 181 437
Email : nicolas.brahin@brahin-avocats.com
www.brahin-avocats.com

Article L. 320-1 of the French Internal Security Code, (sécurité intérieure “CSI”) sets out the principle of a total ban on lotteries: “games of money and chance are prohibited”.

According to Ordinance no. 2019-1015 of October 2, 2019 reforming the regulation of gambling and games of chance (régulation des jeux d’argent et de hasard), four criteria are required to qualify a lottery:

• The offer to the public;
• The expectation of a win, in cash or in kind;
• The intervention of chance in the designation of the winner(s), in the form of a draw (the most classic hypothesis);
• A subsidiary question relating, for example, to the number of reply forms received, or any process which, in general, makes chance predominate over skill or intelligence; and
• Any form of financial participation.

If these four criteria are met, the lottery is prohibited in principle. This prohibition was reiterated by the Paris Court of Appeal (Cour d’Appel de PARIS) in ruling no. 2003/01523 of November 14, 2003: “lotteries are therefore prohibited only when they cumulatively meet the following four conditions: an offer to the public, the hope of a win, the intervention of chance, a financial sacrifice in order to be able to take part in the game”.

Exceptions to the ban on lotteries

Unfair

Lotteries and gaming machines offered at fairs are authorized without prefectoral authorization, subject to certain conditions:

• Prizes must be in kind,
• The unit stake must not exceed 1.5 EUR and the value of the prizes must not exceed 45 EUR.

These lotteries may be organized by people engaged in itinerant activities.

Personal property

Lotteries of movable objects intended for charitable purposes, the encouragement of the arts or the financing of non-profit sports activities are authorized subject to prior prefectural authorization.

The granting of this authorization is based on several criteria.

• The applicant organization must be primarily dedicated to charity, the encouragement of the arts or a sporting activity; and
• Be non-profit-making.

The seniority of the organization may be taken into account to assess its reliability. Funds raised by lotteries must be used exclusively for specific charitable, arts promotion or non-profit sports activities, and not for operating costs or to cover a deficit. Lottery applications to finance actions for mutual or corporate groups are excluded.

Lastly, lottery issue capital, which corresponds to the total value of tickets issued, must match the needs of the planned actions, with a reasonable ceiling for organization costs, set at 15% of issue capital.

The amount of the issue capital must not exceed the ticket placement capacity, and for a first request, the capital must be low.
Subsequent requests may be considered for higher amounts if previous operations have been regular.

Lottery application procedure

File preparation

Applications for authorization are made using Cerfa form no. 11823*021.

The petitioner must provide the organization’s articles of association, indicating its philanthropic, artistic or sporting aims, as well as the financial statement for the last financial year, necessary if the issue capital exceeds 7,500 EUR, to assess the association’s management, its budgetary balance and the proportion of revenue earmarked for specific actions, and detailed information on the planned operation and the use of funds.

Consultation

If the issue capital exceeds EUR 30,000, the opinion of the Directeur Régional des Finances Publiques is required.

When the operation concerns areas supported by the public authorities, the opinion of the relevant deconcentrated departments must be sought.

Local authorities (mayors) may also be consulted, especially if the operation takes place in one or more specific communes.

Decision

The authorization is formalized by an order after full examination of the file.

The order specifies the destination of the funds and the organizational costs and sets out the penalties for failure to comply with legal and regulatory rules: up to 3 years’ imprisonment, a fine of 90,000 euros, confiscation of gaming machines and possible destruction.

Additional penalties include disqualification from holding certain public offices, confiscation of assets, public dissemination of the decision or closure of the establishments involved.

Post-event control

After the event, you check that the funds raised, and unsold tickets correspond to the authorized issue capital.

Lottery proceeds must be used for the intended purpose, and organizational costs must not exceed 15% of the issue capital.

In the event of minor irregularities, a warning is issued; in the event of serious or repeated irregularities, you inform the Procureur de la République (public prosecutor) and refuse any further authorization.

In the event of poor ticket sales, the issue capital will have to be adjusted for future requests.

Legal framework for lotteries with prizes

Commercial lotteries

Commercial lotteries, which often include gifts, are defined as commercial practices carried out by professionals with regard to consumers, with the aim of awarding a prize or an advantage by means of a draw.

These lotteries are governed by article L. 121-20 of the French Consumer Code (Code de la Consommation) and are not subject to the gambling regulations set out in the French Internal Security Code “CSI”.

Requirements and restrictions

Commercial lotteries must meet certain requirements to be considered legal.

They must not be unfair within the meaning of Article L. 120-1 of the French Consumer Code, which prohibits unfair commercial practices.

Free entry is no longer a condition of validity, and the obligation to reimburse entry fees has been abolished.

Traditional lotteries

The principle laid down in article L. 322-1 of the “CSI” is that “lotteries of any kind are prohibited”. This general prohibition includes lotos.

Article L. 332-4 of the “CSI”, which has taken over the provisions of article 6 of the law of May 21 1836, introduces a temperament to this prohibition by excluding from the provisions of articles L. 322-1 and L. 322-2 “traditional lotos, also known as ‘poules au gibier’, ‘rifles’ or ‘quines’.

Traditional lotos are authorized by article L. 332-4 of the French Code “CSI”. Traditional lotos do not require prior authorization, but must meet certain criteria:

• Organized in a restricted circle and for social, cultural, scientific, educational or sporting purposes; and
• Stakes must not exceed EUR 20, and prizes must be in kind, with no cash or reimbursement. However, non-refundable vouchers are permitted.

These lotos can take place all year round, without prior declaration, provided these criteria are met. Only associations may organize traditional lotos within this framework, as they pursue social objectives. Commercial projects seeking to make a profit in violating these rules are illegal.

Nicolas BRAHIN Avocat, Lawyer in NICE
Master’s Degree in Banking and Financial Law
Cabinet BRAHIN Avocats 1, Rue Louis Gassin – 06300 NICE (FRANCE)
MOB: +33 493 830 876 / Fax : +33 493 181 437
Email : nicolas.brahin@brahin-avocats.com
www.brahin-avocats.com

On foreign companies with real estate predominance

A company is considered to have a real estate predominance if the value of its real estate assets exceeds 50% of the value of all its assets.

Article 4 B of the French General Tax Code (Code Général des Impôts) provides that “the managers of companies whose headquarters are located in France and whose annual turnover exceeds 250 million euros are considered to have their tax domicile in France, unless they provide proof to the contrary. For companies that control other companies under the conditions defined in Article L. 233-16 of the French Commercial Code, turnover is understood to be the sum of their turnover and that of the companies they control.”

There are four pre-established criteria that emerge from this article :

• Nationality;
• Main profession;
• Main place of residence; 
• Economic interest.

On net property income

According to Article 28 of the French General Tax Code, net property income is equal to the difference between the amount of gross income and the total property charges.

That is :
Net property income = Gross rent − (Management fees + Loan interest + Maintenance work + Property tax).

On corporate tax (« Impôt sur les société » or referred to as « IS » below)

In 2024, the corporate tax rate is set at 25% for all companies regardless of their turnover. However, a reduced rate is still applicable for certain companies.
The reduced “IS” rate of 15% concerns SMEs :

• Whose turnover excluding tax is less than 10 million euros ;
• Whose capital is entirely paid out and held at least 75% by individuals (or by a company applying this criterion).

Since January 1, 2023, this reduced rate applies to the share of profits up to 42,500 euros. Beyond that, the profit is taxed at the normal “IS” rate, i.e. 25%.

Calculation of the balance of corporate tax payable :

a) Taxable base = accounting result + tax reinstatements – tax deductions – remaining deficit to be imputed.

b) Gross “IS” = (share of profit x reduced rate) + (share of profit x normal rate) + (share of profit x special rates).

c) Balance to be paid = Gross “IS” – imputable tax receivables.

d) Corporate tax “IS”: Net property income x “IS” rate (25% in 2024).

Cabinet Nicolas BRAHIN
Advokatfirma i NICE, Lawyers in NICE
1, Rue Louis Gassin – 06300 NICE (FRANCE)
Tel : +33 493 830 876 / Fax : +33 493 181 437
www.brahin-avocats.com

Here are some important rules on inheritance in France.

1-WHO ARE THE HEIRS IF THE DECEASED WAS MARRIED?

A) Priority children:

In the absence of a will, the deceased’s assets are distributed according to the legal rules.
Children have priority. They exclude other members of the deceased’s family, except the surviving spouse, with whom they share the entire estate.

B) On the surviving spouse:

The husband or wife always, and automatically, receives a share of the estate. When the deceased leaves only children from the couple, the surviving spouse inherits either the entire estate in usufruct, or full ownership of a quarter of the estate. The choice is theirs.
The children receive the remainder, i.e. bare ownership of the entire estate, or full ownership of three-quarters of the estate. The estate is divided equally between the children.
In the case of children from a previous marriage, the spouse inherits one-quarter of the estate in full ownership, with no option to opt for usufruct. Thus, in such a case, all the children (whether common to the couple or not) always share three-quarters of the estate in full ownership.

C) Absence of children:

The surviving spouse inherits the entire estate if the deceased’s parents are also deceased. Siblings, nephews and nieces are excluded from the estate. On the other hand, if both parents of the deceased are still alive, they receive half the inheritance. In this case, the widow or widower receives the remaining half (three-quarters if only one parent is alive).

D) On the prior death of a child:

If one of the deceased’s children has died, the grandchildren take the place of their predeceased father or mother, sharing the share of the estate he or she should have received.
They are said to come in “representation” of their father or mother. On this occasion, they share equally in the abatement to which their parents were entitled.

GOOD TO KNOW:
Drawing up a will allows you to change the rules of inheritance, by increasing the rights of a spouse, favoring a child, protecting a civil union partner, or benefiting an association.

2-WHAT ARE THE SPOUSE’S RIGHTS TO THE HOME?

A) The minimum one-year protection period:

During the year following the death, the surviving spouse can live in the couple’s home free of charge (even if it is the deceased’s own property) and use the furniture. They do not have to leave their home in a hurry, and their living environment is protected. The value of this right does not reduce his share of the inheritance. If the couple were tenants, the rents paid by the surviving spouse are reimbursed for one year by the estate (i.e. by the heirs).

B) Lifetime rights:

After this one-year period, ii can still live in the property and use the furniture for the rest of his life. There is no point in asking for this if he does not inherit or if he inherits a share of the estate in full ownership. This is because, if he or she inherits the entire estate in full ownership or usufruct, ii already benefits from the use of the home and furniture for the rest of his or her life. With this life interest, the spouse continues to occupy the home beyond the first year. The value of this right is deducted from his or her inheritance rights and is therefore deducted from his or her share of the inheritance (if it exceeds the latter, he or she does not have to compensate the other heirs).

C) On the limits of the life estate:

The surviving spouse retains this right of use and habitation even if he or she remarries. However, he/she is obliged to live in the property personally: it cannot be rented out, unless he/she needs to obtain the necessary resources to move into a home or establishment suited to his/her needs. The other heirs cannot oppose this right. However, by mutual agreement with the surviving spouse, they can convert it into a life annuity or capital sum.

D) On the will of the deceased:

As the temporary right of one year is a direct consequence of marriage, the surviving spouse cannot be deprived of it. On the other hand, as the lifetime right of habitation is of an inheritance nature, the deceased could, during his lifetime, deprive his spouse of it by authenticated will. This option is worth considering if the family home is a family asset and the children of a first marriage do not wish to see their step-parent live there.

GOOD TO KNOW:
If the surviving spouse is in joint ownership with other heirs, he/she has priority in obtaining ownership of the home and its furnishings when the estate is divided.

3-WHO ARE THE HEIRS IF THE DECEASED WAS NOT MARRIED?

A) On orders of inheritance:

Family members are called upon to succeed in this way:

– 1st order heirs: children and their descendants (grandchildren, great-grandchildren… ) ;
– 2nd order heirs: father and mother; brothers and sisters and their descendants (nephews, nieces);
– 3rd-order heirs: ascendants other than father and mother (notably grandparents);
– 4th-order heirs: collateral relatives other than brothers and sisters, and their descendants (uncles, aunts, cousins up to and including the 5th degree).

Each of these four categories constitutes an order of heirs that excludes the following. In practical terms, if there are no heirs in the 1st order, those in the 28th order take precedence over those in the 3rd and 48th orders, and so on.

Please note that in the case of cohabitants and PACS partners, the surviving spouse will not inherit if he/she has not been named as heir in a will.

B) On sole children as heirs :

When the deceased leaves children, they displace all other family members and share the estate equally among the sole heirs. In other words, parents, siblings, cousins, etc. receive nothing.

C) On the rest of the family:

In the absence of children (or grandchildren to represent them), heirs of the second order are called upon to succeed the deceased. The deceased’s father, mother, brothers and sisters share the estate. Each parent receives a quarter of the deceased’s estate, and the siblings (or their children in the event of pre-decease) share the remaining half equally. If only one of the deceased’s parents is alive, he or she inherits one-quarter of the estate, with the brothers and sisters sharing the remaining three-quarters equally. If both parents are deceased, the brothers and sisters inherit the estate.

D) Divorce proceedings :

As long as the spouses are not divorced, they remain heirs to each other. If one of them dies, the survivor receives part of his or her estate, and even the whole estate if the deceased had no children and his or her parents are no longer alive. If this is not the case, a will must be drawn up to disinherit the other.

Note that if there are no children, it is not possible to completely exclude your spouse, who becomes an heir “reservataire” to a quarter of the estate.

GOOD TO KNOW:
If there is no heir in each family (or only beyond the 68th degree), the estate is recovered by the State and is said to be
“escheated

Med venlig hilsen / Kind regards
Cabinet Nicolas BRAHIN
Advokatfirma i NICE, Lawyers in NICE
Camilla Nissen MICHELIS
Assistante – Traductrice
1, Rue Louis Gassin – 06300 NICE (FRANCE)
Tel : +33 493 830 876 / Fax : +33 493 181 437
Camilla.nissen.michelis@brahin-avocats.com
www.brahin-avocats.com

The fundamental importance of regulated agreements lies in their preventive role and protection of the social interest. These agreements make it possible to anticipate and prevent possible conflicts of interest, while guaranteeing the protection of the collective interest of the company.

Aware of this issue, the legislator has thus instituted a specific procedure, known as “regulated agreements” (“conventions réglementées”), allowing the corporate bodies to exercise rigorous control over these agreements. By definition, a regulated agreement is a contract concluded between an SAS (Simplified joint-stock company, “Société par actions simplifiée”) and its chairman, its other managers if applicable, or one of its shareholders with a fraction of the voting rights greater than 10% or, in the case of a shareholder company, the company controlling it within the meaning of Article L. 233-3, must be subject to the prior authorization of the board of directors.

The legal framework of the regulated agreement also applies when the contract is concluded between the SAS and one of the aforementioned persons, who is indirectly interested. So far, no definition has been given regarding the interested character mentioned in Article L225-38. However, the case law attempts to delimit this concept.

The specificity of regulated agreements is that they require a reasoned authorization from the board of directors, which must justify the interest of the agreement for the company. In this sense, neither the articles of association / by-laws (“statuts”) of the SAS nor the shareholders’ agreement may derogate from the rules of procedure applicable to regulated agreements.

Some conventions are said to be common and prohibited. Article L225-38 of the French Commercial Code provides that current agreements or agreements concluded under normal conditions are not subject to control by the board of directors and therefore do not require authorization. A routine operation is by definition an operation that is not exceptional, which must therefore be repeated at a certain frequency (Cass Com 11 March 2003 n°01-01-290: JurisData n° 2003-018566 Bull). Under Article L225-43 of the French Commercial Code, certain agreements are also directly prohibited. In particular, loans from the company and for the benefit of the chairman or a company manager (“dirigeant”). Consequently, the above-mentioned agreements are null and void and thus engage the civil or even criminal liability of the director who entered into them.

Regarding the control mechanism for regulated agreements, according to Article L. 225-40 of the French Commercial Code, the person directly or indirectly interested is required to inform the Board as soon as he or she becomes aware of an agreement to which Article L. 225-38 is applicable. It may not take part in the deliberations or the vote on the authorisation requested. Thus, in accordance with Article L.227-10 of the French Commercial Code, it is the responsibility of the statutory auditor to present to the partners a report on the agreement concluded between the director and the company. In SAS companies that have not appointed an auditor, it is up to the chairman to present this report.

Then, as specified in Article L225-41 of the French Commercial Code, the partners are free to approve or not the agreement. However, in both cases, the agreement will continue to have effect, but the person concerned will be liable in the event of damage caused to society.

Finally, Article 225-42 of the French Commercial Code refers to the nullity of agreements entered into without the prior authorization of the board of directors if they have had harmful consequences for the company. However, it is settled case law that this is a relative nullity. Indeed, the absence of automatic nullity remains as long as the nullity is not prosecuted is announced (Cass com 3 May 2000 JurisData n°2000-001913).

Nicolas BRAHIN Avocat
Master’s Degree in Banking and Financial Law / Université Panthéon-Sorbonne
Cabinet BRAHIN Avocats
Advokatfirma i NICE, Lawyers in NICE
Mob: 00 33 6 63 51 47 70
Email : nicolas.brahin@brahin-avocats.com
1, Rue Louis Gassin – 06300 NICE (FRANCE)
Tel : +33 493 830 876 / Fax : +33 493 181 437
www.brahin-avocats.com