1. Lansing, Michigan, September 30, 2008 Doing Business in France Legal Check List

2. Lansing, Michigan, September 30, 2008 Commercial presence First steps: choices Agency agreement Distribution agreement Commissionnaire agreement Liaison office

3. Lansing, Michigan, September 30, 2008 Establishing a commercial presence Branch/Subsidiary Advantages ? Disadvantages Formalities Uncertainties Lack of presence Branch tax

4. Lansing, Michigan, September 30, 2008 Which type of French entity SAS Minimum share capital 37K (not after January 1, 2009) Statutory auditor One officer (no board) Maximum flexibility Transfer of shares SARL/(EURL) SA European company

5. Lansing, Michigan, September 30, 2008 Creating a company Drafting of the by-laws Payment of the share capital Execution of the lease or domiciliation agreement Execution of the by-laws Filing with the commercial court

6. Lansing, Michigan, September 30, 2008 Functionning Board of directors (only for SA) Shareholders meeting Management report Filing of management report and annual accounts with the commercial court

7. Lansing, Michigan, September 30, 2008 Which office lease Domiciliation agreement Standard commercial lease : 3/6/9 term 6 months prior notice Short term lease (bail précaire)

8. Lansing, Michigan, September 30, 2008 Hiring personnel Social security contributions Medical coverage Retirement contributions Unemployment benefits Collective agreement (Convention collective) Employment contract Confidentiality Non-compete clause Severance indemnity/Parachute/prior notice

9. Lansing, Michigan, September 30, 2008 Terminating personnel Effect of Seniority During trial period During first two years After two years Types of termination for cause (cause réelle et sérieuse) for serious misconduct (faute grave) for dishonest conduct (faute lourde) Formalities Convocation to prior meeting Prior meeting Termination letter Remedies Labor courts

10. Lansing, Michigan, September 30, 2008 Transfer of personnel Visas (procedures) Keeping employees on their home country social security system (totalization agreement) Residence permits

11. Lansing, Michigan, September 30, 2008 Taxes Corporate income tax 33.33% taxation on French operations Business tax VAT: billed to customers and payable to suppliers; you pay the difference to the Tax Authorities.

12. Lansing, Michigan, September 30, 2008 Intellectual property Copyrights Trademarks