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Article L236-51 of the French Commercial code

As from the completion of the cross-border conversion: 1° All the assets and liabilities of the company resulting from the transformation are those of the company at the origin of the transformation; 2° The members or shareholders of the company at the origin of the conversion continue to be members or shareholders of the company resulting from the conversion, unless they have transferred their corporate units or shares; 3° The…

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Article L236-52 of the French Commercial code

By way of derogation from Articles L. 223-30 and L. 225-97, the decision on cross-border conversion is taken by the general meeting of shareholders under the conditions required for amending the Articles of Association, the provisions of Article L. 236-36 being applicable. II of Article L. 236-9 is not applicable.

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Article L236-53 of the French Commercial code

The cross-border conversion shall take effect on the date of registration of the company in the register of commerce and companies. A cross-border conversion which has taken effect in accordance with the provisions of this Chapter may not be cancelled.

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Article L237-2 of the French Commercial code

The company is in liquidation from the moment of its dissolution for any reason whatsoever except in the case provided for in the third paragraph of Article 1844-5 of the Civil Code. Its corporate name is followed by the words “société en liquidation”. The legal personality of the company subsists for the purposes of the liquidation, until the liquidation is closed. The dissolution of a company only produces its effects…

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Article L237-3 of the French Commercial code

The deed of appointment of the liquidator shall be published by the liquidator, under the conditions and within the time limits set by decree of the Conseil d’Etat, which shall also determine the documents to be filed as an annex to the register of commerce and companies. The public prosecutor or any interested person may request the president of the competent court ruling in summary proceedings to enjoin the liquidator,…

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Article L237-4 of the French Commercial code

No person may be appointed as liquidator who is prohibited from holding the office of chief executive officer, director, company manager or member of the management or supervisory board, or who has forfeited the right to hold such office. .

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Article L237-5 of the French Commercial code

The dissolution of the company does not automatically result in the termination of the leases of the buildings used for its corporate activity, including the residential premises attached to these buildings. If, in the event of the assignment of the lease, the guarantee obligation can no longer be guaranteed under the terms of the lease, any guarantee offered by the assignee or a third party, and deemed sufficient, may be…

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Article L237-6 of the French Commercial code

Except with the unanimous consent of the partners, the transfer of all or part of the assets of the company in liquidation to a person who has been a partner in name, general partner, manager, director, managing director, member of the supervisory board, member of the management board, auditor or controller in that company, may only take place with the authorisation of the commercial court, the liquidator and, if any,…

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