Episode 1
Setting up a company with partners : risks to anticipate from day one
Two or more partners, a conflict waiting to happen
They were two, a complementary duo with a shared dream: to create, succeed, and build together.
One brings in the clients, the other manages the numbers. Everything seems perfectly balanced.
Everything works… until the day their visions diverge.
One dreams of a luxury car to symbolize success.
The other prefers to tighten the budget and keep a clear head.
Tensions rise. Meetings go off track. Decisions stall.
The dream begins to crumble. And sometimes, it collapses, taking savings… and sometimes even reputation… with it.
We know this scenario all too well. And it’s entirely preventable.
Starting your business requires more than a business plan
As an entrepreneur, you need a framework, rules, and safeguards.
Starting a company isn’t just an administrative checkbox, it’s about laying the foundations for a lasting partnership, defining who makes decisions, how they are made, under what circumstances, and what recourse is available.
And most importantly : how do you respond when two partners disagree?
The partnership between Atlas Fiduciaire & Etude Vella law firm in Luxembourg
🫱🏼🫲🏽 A strategic duo to safeguard your projects from day one.
Atlas Fiduciaire is your partner for all accounting, tax, social, and administrative matters : from choosing the legal structure (S.à r.l., SA, SARL-S, foundation…) to company formation and ongoing management. We support every step with precision and clarity.
Etude Vella provides strategic legal insight : drafting solid bylaws, anticipating conflicts, ensuring legal compliance, and securing contracts.
📝 Bylaws, yes… but designed like a prenuptial agreement !
Bylaws are more than just a document, they are the legal foundation that defines the rights and duties of the partners.
A balanced pact, built to measure.
Here are some questions you should ask from the very beginning:
- What if votes are deadlocked (especially in a 50/50 situation)?
- How should entries or exits of partners be managed?
- Can a total stalemate be avoided in case of a major disagreement?
- How can the transfer of shares to an undesirable third party be prevented?
- What rules should apply to value shares in case of departure or exclusion?
⚠️ 50/50 : a false balance, a real risk!
In Luxembourg, a 50% partner cannot act as a minority shareholder:
No individual action is possible.
No automatic exit is provided by law.
Courts intervene only in exceptional cases.
Without mechanisms set up from the start, it’s a deadlock.
Our recommendations :
✅ Tailored bylaws : clauses for decisive votes, arbitration or mediation, limiting veto rights…
✅ A clear shareholders’ agreement
✅ A precise governance plan, with a clear allocation of roles and powers
➡️ Launching a professional project with two (or more) partners ?
Let’s talk before the dream turns into a nightmare. At Atlas Fiduciaire, we put our expertise at the service of your vision.
Have a project or questions? Let’s talk!
Schedule a meeting with us to define your project and receive personalized support, tailored to your business needs in Luxembourg.