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Article L236-41 of the French Commercial code

Provided that he has not had or has not exercised the right to sell his shares in accordance with Article L. 236-40, a shareholder of a merging company, if he considers that the exchange ratio of securities, units or shares is insufficient, may contest it by requesting that the company pay a cash balance, without this being an obstacle to the cross-border merger taking effect. The procedures for requesting and…

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Article L236-42 of the French Commercial code

I.-On pain of nullity of the cross-border merger, the registrar of the court within whose jurisdiction the company taking part in the cross-border merger is registered shall, within a period to be determined by decree of the Conseil d’Etat, verify the legality of the transaction and the conformity of the deeds and formalities prior to the cross-border merger. II – To this end, the Registrar, under his responsibility, is responsible…

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Article L236-43 of the French Commercial code

The registrar of the court within whose jurisdiction the company resulting from the cross-border merger is to be registered shall, within a period to be determined by decree of the Conseil d’Etat, verify the legality of the completion of the cross-border merger and, where applicable, of the formation of the new company resulting from the cross-border merger. The registrar shall, in particular, verify that the merging companies have approved the…

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Article L236-44 of the French Commercial code

The cross-border merger takes effect: 1° In the event of the creation of a new company, in accordance with article L. 236-4; 2° In the event of a transfer of assets and liabilities to an existing company, in accordance with the provisions of the draft terms of merger. However, the effective date may not be later than the closing date of the current financial year of the receiving company during…

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Article L236-46 of the French Commercial code

Cross-border division is the operation whereby a société par actions or a société à responsabilité limitée with its registered office in France participates in a division with one or more companies falling within the scope of paragraph 1 of Article 160b of Directive EU 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law and governed by the law of one…

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Article L236-47 of the French Commercial code

Assets and liabilities not expressly allocated by the draft terms of cross-border division to one or other of the companies participating in the cross-border division shall be allocated, where the interpretation of the draft terms of division does not allow a decision to be taken on their allocation, in proportion to the net assets allocated to each of the recipient companies.

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Article L236-48 of the French Commercial code

A cross-border partial contribution of assets is the transaction whereby a société par actions or a société à responsabilité limitée with its registered office in France participates in a transaction for the contribution of part of the assets and, where applicable, liabilities with one or more companies falling within the scope of paragraph 1 of Article 160b of Directive EU 2017/1132 of the European Parliament and of the Council of…

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Article L236-50 of the French Commercial code

Cross-border transformation is the operation whereby a société par actions or a société à responsabilité limitée registered in France, without being dissolved or wound up or put into liquidation, transforms into a company with a legal form governed by the law of another Member State of the European Union listed in Annex II to Directive EU 2017/1132 of the European Parliament and of the Council, of 14 June 2017 on…

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