Article R322-104 of the French Insurance Code
November 7, 2023
The Executive Chairmen or Directors may only be reimbursed for outlays actually incurred by them on behalf of the Company, subject to justification.
The Executive Chairmen or Directors may only be reimbursed for outlays actually incurred by them on behalf of the Company, subject to justification.
Subject to the provisions of Article L. 322-2-1, mutual insurance companies may only borrow to set up : 1° If their articles of association so provide, the supplementary social fund ; 2° The guarantees they may be required to provide abroad.
Surplus income may be distributed only after the reserves prescribed by the laws and regulations in force have been set up, after any loans taken out have been repaid and after the regulatory provisions concerning the solvency margin and adjusted solvency have been satisfied. The first surplus income must be used, as a priority, for proportional reimbursements of the membership fees paid for the formation of the company. No formation…
Without prejudice to the nullities provided for in article R. 322-90, any mutual insurance company formed contrary to the provisions of articles R. 322-93, R. 322-95 to R. 322-97, R. 322-99, R. 322-101 and R. 322-105 is null and void. However, neither the company nor the members may rely on the aforementioned nullities vis-à-vis third parties acting in good faith.
Mergers between mutual insurance companies are governed by the provisions of this sub-section, without prejudice to the provisions of Articles L. 324-1 and L. 324-3 relating to portfolio transfers.
One or more mutual insurance companies may, by means of a merger, transfer their assets and liabilities to an existing mutual insurance company or to a new mutual insurance company which they set up. The merger is decided by the general meeting of each of the companies concerned, deliberating under the conditions laid down in Article R. 322-65. The merger entails the dissolution without liquidation of the company or companies…
Where the merger involves a portfolio transfer under the conditions laid down in Article L. 324-1 and one or more of the companies involved in the merger have issued securities under the conditions laid down in Article L. 322-2-1, the provisions of Article L. 324-2 shall apply.
The draft terms of merger are drawn up by the board of directors or management board of each of the mutual insurance companies involved in the merger. It shall contain the following particulars 1° The form, name and registered office of all the participating companies and, where appropriate, of the newly formed company; 2° The reasons for, and aims and conditions of, the merger; 3° The description and valuation of…
The draft terms of merger are filed with the clerk of the court of the registered office of each of the participating companies. A notice of the draft terms of merger is published by each of the companies participating in the operation in a newspaper authorised to carry legal advertisements in the département of the registered office. If at least one of these companies makes a public offer of financial…
The board of directors or management board of each of the mutual insurance companies involved in the merger shall draw up a written report which, together with the draft terms of merger and the audited accounts for the previous two financial years, shall be made available to member-policyholders at the head offices of the participating companies. This report explains and justifies the merger from a legal and economic point of…
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is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
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is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
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