Chapter VI: Mergers, demergers and partial contributions of assets

One or more companies may, by means of a merger, transfer their assets and liabilities to an existing company or to a new company that they form. This option is open to companies in liquidation provided that the distribution of their assets and liabilities among the members has not been the subject of a start on execution. The members of companies that transfer their assets under this arrangement receive shares…

A merger may be carried out between companies of different forms. It is decided, by each of the companies concerned, under the conditions required for the amendment of its Articles of Association. If the merger involves the creation of a new company, each new company is formed in accordance with the rules specific to the form of company adopted.

I. – The merger results in the dissolution without liquidation of the disappearing companies and the transfer of all their assets and liabilities to the surviving companies, in the same condition as on the date of definitive completion of the transaction. At the same time, the members of the disappearing companies acquire the status of members of the receiving companies, under the conditions determined by the merger agreement. II. –…

The merger takes effect: 1° In the case of the creation of one or more new companies, on the date of registration, in the Trade and Companies Register, of the new company or the last of them ; 2° In other cases, on the date of the last general meeting approving the merger unless the agreement provides for the merger to take effect on another date, which must be neither…

As an exception to the provisions of the second paragraph of article L. 236-2, if the effect of the proposed merger is to increase the liabilities of the members or shareholders of one or more of the companies in question, it may only be decided unanimously by the said members or shareholders. .

All companies involved in a merger draw up draft terms of merger. These draft terms are filed with the clerk of the commercial court of the registered office of the said companies to be appended to the register of companies and are subject to publicity, the terms of which are set by decree in the Conseil d’Etat. .

The provisions of this chapter relating to bondholders shall apply to holders of participating securities.