Chapter VI: Mergers, demergers and partial contributions of assets

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…

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…

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…

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…

Where the company resulting from the cross-border merger is to be subject to an employee participation scheme in accordance with Title VII of Book III of Part Two of the Labour Code, it shall adopt a legal form permitting this. .