TITLE II: Provisions specific to various commercial companies.

Any European company duly registered in the Trade and Companies Register may transfer its registered office to another Member State of the European Community. It shall draw up a transfer proposal. This draft is filed with the registry of the court in whose jurisdiction the company is registered and is subject to publicity, the terms of which are set by decree in the Conseil d’Etat. The transfer of the registered…

I.-Within a period to be determined by regulation, the registrar of the court within whose jurisdiction the company participating in the operation is registered shall, after carrying out the verification provided for in Article L. 236-17, issue a certificate of compliance of the deeds and formalities prior to the merger. A notary or the registrar of the court within whose jurisdiction the company resulting from the merger will be registered…

The authority competent to oppose, in accordance with the provisions of Article 8(14) and Article 19 of the aforementioned Council Regulation (EC) No 2157/2001 of 8 October 2001, the transfer of the registered office of a European Company registered in France which would result in a change in the applicable law and the formation of a European Company by way of a merger involving a company governed by French law,…

The companies promoting the operation to form a European holding company shall draw up a joint draft for the formation of the European company. This draft shall be filed with the registrar of the court in whose jurisdiction the said companies are registered and shall be the subject of publicity, the terms of which shall be laid down by decree in the Conseil d’Etat. One or more statutory auditors for…

As an exception to the second paragraph of Article L. 225-1 a société européenne may form a société européenne of which it is the sole shareholder. It is subject to the provisions applicable to the European Company and those relating to the single-member private limited company enacted by Article L. 223-31. In this case, the sole shareholder exercises the powers vested in the general meeting. In the case of a…

The management and administration of the société européenne are governed by the provisions of Section 2 of Chapter V of this Title, with the exception of the first paragraph of Articles L. 225-37 and L. 225-82 and the fourth paragraph of Article L. 225-64. However, by exception to article L. 225-62, in the event of a vacancy on the Management Board, a member of the Supervisory Board may be appointed…

The general meetings of the European Company shall be subject to the rules laid down in Section 3 of Chapter V of this Title in so far as they are compatible with the aforementioned Council Regulation (EC) No 2157/2001 of 8 October 2001.

If the European Company no longer has its central administration in France, any interested party may apply to the court to have the situation regularised by transferring the registered office or re-establishing the central administration at the place of the registered office in France, if necessary subject to a penalty payment. The court shall set a maximum period for this regularisation. Failing regularisation at the end of this period, the…

Any European Company may convert into a public limited company if, at the time of the conversion, it has been registered for more than two years and has had the balance sheet for its first two financial years approved. The company draws up a draft for the conversion of the company into a société anonyme. This draft is filed with the registry of the court of the company’s registered office…

The articles of association of a European company which does not intend to offer its shares to the public, or which intends to make one of the offers referred to in 1° and 2° of Article L. 411-2 of the Monetary and Financial Code or article L. 411-2-1 of the same code, may subject any transfer of shares to restrictions on free negotiability without such restrictions having the effect of…