Business law: definition and complete framework for companies

Business law is a vast field of law that governs economic activities, commercial relations and the life of companies. It governs contracts, legal formalities and compliance rules. This branch of law plays a key role in ensuring the security of trade and protecting the rights of economic players. Given the current challenges, a business law lawyer such as Cabinet Goldwin Avocats is of interest to any company wishing to secure its operations.

Key points to remember

• Business law defines the legal framework governing corporate life, contracts and commercial activities.
• Key areas: commercial law, company law, competition law, tax law, labour law, intellectual property law and insolvency law.
• Multiple sources: Commercial Code, Civil Code, European law, international conventions and case law.
• Practical applications: setting up a business, drafting contracts, managing disputes and preventing abuse.
• Strategic challenge: operating in a complex environment requires the support of a specialist lawyer to ensure the security of each stage.

Definition and scope of business law

A branch of private and public law

Business law is a branch of law that includes civil law, commercial law, international law and public business law. These disciplines are based on legislative rules that govern economic activities. They aim to protect commercial interests while respecting public order. This complex structure reflects the role of public (government, administrative authorities) and private players.

Objectives and role for businesses

The aim of this law is to ensure the stability of trade, guarantee compliance with laws and regulations and protect everyone involved in commercial relations. It governs the conclusion of contracts, the management of companies and the settlement of disputes. This legislative framework plays a fundamental role for company managers, who must adapt their practices to the rules in force, which regularly evolve as reforms are made.

The main areas of business law

Commercial law and commercial contracts

Commercial law governs commercial acts and activities. It defines the conditions under which contracts are valid, whether they be commercial leases, general terms and conditions of sale or distribution contracts. These contracts must comply with the law and meet specific obligations.

In concrete terms, a 3/6/9 commercial lease must contain every mandatory article (duration, rent, termination terms) to be considered valid and enforceable.

Another example: incomplete general terms and conditions of sale (GTCS) without mention of the right of withdrawal under consumer law may result in civil and administrative penalties, or even nullity of the contract concluded with the customer.

Company law and governance

Company law lays down the rules for setting up, running and winding up a business. It determines the position of shareholders, the powers of the company director and the formalities involved in setting up a company. A distinction is made between the de jure manager, designated in the articles of association, and the de facto manager, recognised by case law when a person actually performs acts of management. All company directors must comply with the applicable legal provisions to avoid incurring liability.

For example, in a simplified joint stock company (SAS), the chairman, who is an officer by right, has powers defined in the articles of association and must ensure that each strategic decision complies with the law (e.g. capital increase). On the other hand, a finance director who takes decisions that have a major impact on the company on his own, without delegation, may be deemed to be a de facto director and may be held liable in the event of misconduct.

Competition and distribution law

Competition law safeguards a fair market by punishing cartels and abuses of dominant positions. Distribution law governs commercial networks (franchises, concessions). These rules, often issued by the European Union, are binding on economic operators.

For example, a former sales representative uses his former employer’s customer files to offer the same services on his own account. This constitutes misappropriation of customers, punishable as unfair competition.

In another practical example, a minority shareholder in a limited company contacts strategic customers directly in order to divert them to a competitor. This behaviour is qualified as misappropriation of customers by a partner.

Intellectual property and protection of intangible assets

Intellectual property protects trademarks, patents, software and original creations. It protects intangible rights and combats counterfeiting. This is why an innovative company must register its trademark to avoid any misuse by a competitor.

For example, a start-up developing management software must register a patent or protect the source code. Without this, a competitor could reproduce the solution and capture customers, resulting in a diversion of value and a loss of market share.

Tax law and employment law, related disciplines

Tax lawsets out how companies are taxed (VAT, corporation tax, international taxation).

For example, a company that does not correctly pay back the VAT collected on its sales may be subject to a tax reassessment and financial penalties.

Labour law governs relations between employers and employees. These branches also include insolvency law. The rules applicable to insolvency proceedings provide for the management of liabilities and distribution among creditors.

Practical illustration: an employer who dismisses an employee without complying with the procedural rules (prior interview, written notification, valid reasons) may be condemned by the industrial tribunal and forced to pay compensation.

Other specific branches

Insurance law

First and foremost, this area of law sets out the rules applicable to insurance contracts entered into by a company to cover its risks. It covers both professional indemnity insurance and multi-risk insurance to protect commercial premises, for example.

In practice, a transport company must take out insurance to guarantee compensation to customers in the event of loss or damage to goods.

Business criminal law

Business criminal law covers all offences committed in the course of business and punishes fraudulent behaviour. In particular, it covers misuse of corporate assets, tax fraud, misleading advertising and insider dealing.

So when an executive uses company funds for personal expenses, he or she can be prosecuted for misuse of company assets, with criminal penalties.

Public procurement law

Finally, public procurement law defines the rules governing contracts concluded between a public entity (State, local authorities, hospitals) and a private operator. Its aim is to guarantee transparency, fair competition and the proper use of public funds.

For example, an SME wishing to supply IT equipment to a town hall must follow a tendering procedure based on the precise criteria set out in the Public Procurement Code.

Business law sources and players

Applicable legislation

The sources of business law are numerous and sometimes difficult for company directors to master. This diversity justifies the services of a specialist lawyer, capable of identifying the applicable rules and ensuring that strategic decisions are compliant.

The main sources of business law are :

• The Commercial Code and the Civil Code, which lay down the legal basis for commercial activities and contractual relations;
• European law and European Union texts, including regulations and directives that are directly binding on Member States;
• International trade agreements, which facilitate cross-border trade;
• Court case law, which interprets and clarifies the application of the law;
• legal literature (LGDJ, Édition Dalloz, Lextenso), which plays a key role in the analysis and development of the subject.

There are also other complementary sources: professional practices, government and administrative orders and decrees, and major international treaties. These sources are constantly evolving, forcing professionals to adapt continually.

Role of the courts and administrative authorities

The commercial courts have jurisdiction to settle commercial disputes between companies, traders or contractual partners. In the event of an appeal, cases are referred to the Court of Appeal, and then possibly to the Court of Cassation. In certain specific cases, disputes may also be dealt with by the judicial court when mixed matters are involved (e.g. civil law and commercial law).

Alongside the judicial system, a number of independent administrative authorities play a major role:

• TheAutorité de la Concurrence (Competition Authority), which sanctions abuses of dominant positions and anti-competitive agreements.
• TheAMF(Autorité des marchés financiers), which oversees the regulation of financial markets and regularly publishes announcements of decisions.
• TheACPR(Autorité de contrôle prudentiel et de résolution), which supervises banking and insurance institutions.
• The DGCCRF(Direction générale de la concurrence, de la consommation et de la répression des fraudes), which deals with misleading or abusive commercial practices.
• More broadly, specialised courts such as the administrative tribunal may be called upon when a dispute concerns an administrative decision in the context of public business law.

These different bodies are responsible for protecting economic players, regulating markets and punishing illegal behaviour.

Business law professionals

Lawyers, in-house counsel, chartered accountants and statutory auditors provide support to companies. Lawyers specialising in business law ensure compliance and defence before the courts.

Goldwin Avocats, based in Paris, advises clients throughout France in this area, providing key cross-disciplinary skills in contractual, tax and litigation matters.

Practical application of business law for companies

Setting up and developing a business

Setting up a company requires compliance with specific formalities set out in the Commercial Code:

• drafting and filing the Articles of Association
• registration in the Trade and Companies Register,
• publication of a legal notice to inform third parties.

These steps guarantee legal certainty and enable the company to exist legally.

Managing commercial relations

Relationships with customers, suppliers or partners require contractual security. Contracts must be drafted in accordance with the requirements of commercial and consumer law.

One essential point concerns the general terms and conditions of sale (GTCS): they must specify payment deadlines, the right of withdrawal and cancellation procedures. If they are poorly drafted, they may be declared null and void, leaving the company vulnerable.

Dispute resolution and risk prevention

There are several ways of resolving a dispute:

• Mediation or conciliation, which encourage an amicable agreement;
• Arbitration, often chosen in international trade cases, offers a rapid and confidential solution.
• Litigation, before the commercial courts or, on appeal, before the competent court.

Each method of resolution offers different advantages: speed, confidentiality or binding force of the decision.

Protection against abuse and sanctions

Failure to comply with legal obligations exposes the company and its directors to a variety of sanctions: civil, tax, administrative or criminal.

For example, a company that uses unfair terms in its distribution contracts may be penalised by the French Competition Authority. Similarly, repeated late payment of social security contributions automatically entails financial penalties.

If you want to get through these stages without making any mistakes, and ensure that your choices are secure, it’s best to have the right support.

Goldwin Avocats helps companies to set up, develop and protect their businesses by ensuring that every decision they take complies with the legal framework.

Current issues and developments in business law

Internationalisation and global regulation

Business law no longer has borders. UN conventions, European Union rules and international trade agreements set out a framework that companies must adhere to when developing their activities abroad. In practice, working with a partner located outside France involves juggling several legal systems, which can quickly become a headache without appropriate support.

Digital transformation and data

The digitalisation of business activities is creating new challenges. Companies need to integrate the RGPD, provide for cybersecurity measures and ensure that their contracts include clauses relating to the protection of users. A service provider developing an online platform, for example, needs to anticipate the issue of personal data and liability in the event of hacking.

Ethics and corporate responsibility

But developments are not limited to technology. Societal expectations are high: transparency, respect for the environment, the fight against corruption. These demands reinforce the idea that business law is not just about regulating economic exchanges, but also about ensuring that companies operate within a responsible framework.

Today, ignoring these rules is no longer an option, as it damages both the reputation and the credibility of the company.

Recent developments and outlook

Finally, the rules of business law are constantly evolving: company law reform, new European directives, court case law. For a company, keeping up with these changes is an ongoing exercise. Anticipating these changes is not just a question of compliance: it’s also a way of securing business development and staying competitive in a fast-moving environment.

Recently, Order no. 2025-229 of 12 March 2025 reformed the system of nullities in company law. Applicable from 1 October 2025, this text clarifies the grounds for nullity, reduces the limitation period for taking action from three to two years and limits retroactive effects. The March 2025 ordinance makes company life more secure by reducing the time limits for challenges, limiting nullities to genuinely prejudicial irregularities and protecting certain sensitive transactions such as capital increases, thereby offering companies greater stability than under the old regime.

Why call on the services of a business lawyer?

In an environment where the rules are constantly changing, a business lawyer with different specialisations is not just a one-off support : he or she becomes a genuine strategic partner.

First and foremost, they help to secure commercial and legal transactions. Drafting a contract, checking that it complies with the Commercial Code or anticipating the consequences of a badly drafted clause: every detail counts. Professional support prevents the company from being weakened on points that are sometimes invisible to a manager.

Secondly, the lawyer helps to anticipate risks and support growth. They intervene at decisive moments: fund-raising, mergers, acquisitions, or international development projects. Thanks to their cross-functional vision, they can align legal strategy with the company’s economic ambitions.

But the lawyer’s role does not stop there. In the event of a dispute, they are essential for defending the company in court, negotiating with other economic players or managing criminal proceedings. When faced with litigation, having the right reflexes in place beforehand often makes the difference between a successful dispute and a costly crisis.

When you choose to work with Goldwin Avocats, you are choosing to secure every stage of your company’s life, and to move forward with a partner who protects your interests as much as it supports your ambitions.

Business law as a key to corporate stability

By definition, business law encompasses all the rules that structure the life of a company: company formation, commercial contracts, governance, taxation, intellectual property, competition and dispute management. This discipline is essential for securing operations, preventing risks and supporting growth in an economic environment where the rules are constantly changing.

Given this complexity, it is a strategic choice to surround yourself with a solid partner.
Goldwin Avocats puts its expertise in business law at the service of managers to protect their interests and help them build a sustainable future.
Get in touch today to secure your projects. Tel: 01 45 33 50 73

FREQUENTLY ASKED QUESTIONS ABOUT BUSINESS LAW

What are the obligations and responsibilities of a company director under business law?

A company director must ensure that the company complies with the law and is properly managed. They may be held liable in the event of mismanagement or a criminal offence. For example, failure to comply with workplace safety regulations may result in a conviction. Similarly, case law shows that serious breaches can be costly.
Goldwin Avocats obtained a conviction against a company for counterfeiting, and paid damages to the injured party.

What is the difference between a lawyer and an in-house counsel in business law?

The in-house lawyer acts in-house. The lawyer, acting externally, defends the company before the courts and secures transactions. Their role includes drafting contracts, negotiating and representing clients.

What are the penalties for non-compliance with the rules of business law?

Penalties vary according to the seriousness of the offence:

• civil (damages),
• tax (reassessment)
• administrative (fines, bans)
• and criminal (fraud, abuse).

In addition to the cost, the company may suffer damage to its reputation, lose customers and find it difficult to obtain financing or partnerships.

They can jeopardise the life of the company and hinder its commercial development.