Chapter VI: Mergers, demergers and partial contributions of assets

The draft terms of merger are drawn up by the board of directors, the management board or the manager(s) of each of the companies participating in the proposed transaction. It contains the following particulars: 1° The form, name and registered office of all the participating companies; 2° The reasons, aims and conditions of the merger; 3° The designation and valuation of the assets and liabilities that are to be transferred…

The insertion provided for in Article R. 236-2 is not required where, for an uninterrupted period beginning no later than thirty days before the date set for the general meeting called to vote on the draft terms of merger or, where the general meeting is not called to vote, before the date on which the competent body decided on the merger, the company publishes the draft terms of merger on…

Any joint stock company participating in a merger operation shall make the following documents available to its shareholders at its registered office at least thirty days before the date on which the general meeting or competent body is called upon to vote on the draft terms of merger: 1° The draft terms of merger; 2° Where applicable, the reports referred to in articles L. 236-9 and L. 236-10 when the…

The documents provided for in Article R. 236-4 need not be made available at the registered office if, for an uninterrupted period beginning no later than thirty days before the date set for the general meeting or the meeting of the competent body called to vote on the draft terms of merger and not ending before the end of that meeting, the company publishes them on its main website, under…

The report of the Board of Directors or the Management Board provided for in I of Article L. 236-9 explains and justifies the project in detail, from a legal and economic point of view, in particular with regard to the share exchange ratio and the valuation methods used, which must be consistent for the companies concerned, as well as, where applicable, any particular valuation difficulties. Publicity of the offer to…

Unless the shareholders of each of the companies involved in the merger decide otherwise under the conditions provided for in II of Article L. 236-10, the shareholder information provided for in the fifth paragraph of I of Article L. 236-9 is communicated to them in the form provided for in Article R. 236-2 or, where applicable, Article R. 236-3, as from the day on which the boards of directors or…

The period mentioned in the fourth paragraph of II of article L. 236-9 is twenty days from the last insertion made pursuant to article R. 236-2 or, where applicable, the last publication provided for by article R. 236-3. This period applies according to the same terms to the requests mentioned respectively in the second paragraph of article L. 236-11, the second paragraph of article L. 236-12 and the second paragraph…

Merger auditors are appointed and carry out their duties under the conditions set out in Article R. 22-10-7. If only one report is drawn up for the entire operation, the appointment is made at the joint request of all the participating companies.

The contribution auditors verify in particular that the amount of the net assets contributed by the absorbed companies is at least equal to the amount of the increase in the capital of the absorbing company or the amount of the capital of the new company resulting from the merger.