Chapter VI: Mergers, demergers and partial contributions of assets

A cross-border merger is the operation whereby one or more sociétés par actions or sociétés à responsabilité limitée having their registered office in France merge with one or more companies falling within the scope of paragraph 1 of Article 2119 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 or…

The provisions of this section do not apply: 1° To companies in liquidation insofar as the distribution of their assets among the members has been the subject of a start on execution; 2° Companies subject to the procedures referred to in Articles L. 613-49 to L. 613-58-1 of the Monetary and Financial Code; >Companies subject to the procedures referred to in Articles L. 613-49 to L. 613-58-1 of the Monetary…

By way of derogation from Article L. 236-1 and where the laws of at least one of the Member States of the European Union involved in the merger so permit, the merger agreement may provide, for the cross-border mergers referred to in Article L. 236-31, for the payment of a cash balance in excess of 10% of the nominal value or, failing that, of the accounting par value of the…

The draft terms of cross-border merger shall be published after the opinion has been issued by the staff representative bodies consulted pursuant to Articles L. 2312-8 and, where applicable, L. 2341-4 of the Labour Code.

A notice shall be drawn up by each of the companies involved in the cross-border merger informing the members, creditors and employee representatives or, failing that, the employees themselves that they may submit to it, up to five working days before the date of the general meeting, observations concerning the draft terms of cross-border merger. This notice shall be filed with the registry of the commercial court at the registered…

The management, administrative or executive body of each of the companies involved in the cross-border merger shall draw up a written report which shall be made available to the members. The report referred to in the first paragraph of this article shall be given to the members of the staff delegation or, failing that, to the employees themselves, in accordance with the conditions laid down by decree in the Conseil…

In addition to the information set out in Article L. 236-10, the report of the merger auditor(s) shall also indicate: 1° The method(s) used to determine the amount of the buyout offer contemplated under Article L. 236-40; 2° The appropriateness of the method(s) referred to in 1° and the values arrived at by each of these methods, with an opinion being given on the relative importance given to these methods…

Notwithstanding article L. 223-30, the articles of limited liability companies may not provide for a majority of more than 90% of the votes of the shareholders present or represented to decide on a cross-border merger. By way of derogation from Article L. 227-9, the Articles of Association of simplified joint-stock companies shall provide, for the purpose of deciding on a cross-border merger, for a majority of between two-thirds and 90%…

The shareholders who decide on the merger may make its completion subject to their approval of the arrangements for employee participation, within the meaning of Article L. 2371-1 of the Labour Code, in the company resulting from the cross-border merger.

In the company or companies being acquired, members who voted against approval of the draft terms of cross-border merger, holders of non-voting shares and members whose voting rights have been temporarily suspended shall have the right to dispose of their shares, provided that the draft terms of merger provide that, on completion of the operation, they shall hold shares in a company governed by the law of another Member State….