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Section 5: Securities giving access to the capital or giving entitlement to the allotment of debt securities

Article L228-91 of the French Commercial code

Companies limited by shares may issue transferable securities giving access to the capital or entitling the holder to the allotment of debt securities. The issue contract may provide that these securities and the equity or debt securities to which these securities give entitlement may only be sold and traded together. In this case, if the security originally issued is an equity security, it does not fall within a specified category…

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Article L228-92 of the French Commercial code

The issues of securities governed by article L. 228-91, which are equity securities giving access to other equity securities or giving entitlement to the allotment of debt securities, and issues of securities giving access to equity securities to be issued, are authorised by the Extraordinary General Meeting of shareholders in accordance with Articles L. 225-129 à L. 225-129-6. The Meeting votes on the report of the Board of Directors or…

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Article L228-93 of the French Commercial code

A joint stock company may issue securities giving access to equity securities to be issued by the company that directly or indirectly owns more than half of its capital or by the company of which it directly or indirectly owns more than half of the capital. On pain of nullity, the issue must be authorised by the extraordinary general meeting of the company called upon to issue these securities and…

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Article L228-94 of the French Commercial code

A société par actions may issue securities giving access to existing equity securities or giving entitlement to the allotment of debt securities of another company of which it does not directly or indirectly own more than half of the capital or of which more than half of the capital is not directly or indirectly owned by that other company. The terms and conditions of access to or allocation of these…

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Article L228-97 of the French Commercial code

When securities representing a claim on the issuing company are issued, including those giving the right to subscribe for or acquire a security, it may be stipulated that these securities will be redeemed only after the other creditors, excluding or including holders of equity loans and equity securities, have been paid off, notwithstanding the provisions of Article L. 228-36 of this Code and those of Articles L. 313-13 et seq….

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Article L228-98 of the French Commercial code

As from the date of issue of securities giving access to the capital, the company called upon to allot these securities may not change its form or purpose, unless authorised to do so by the contract of issue or under the conditions provided for in Article L. 228-103. In addition, it may not change the rules governing the allocation of its profits, nor amortise its capital, nor create preference shares…

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Article L228-99 of the French Commercial code

The company called upon to allot the equity securities or securities giving access thereto must take the measures necessary to protect the interests of the holders of the rights thus created if it decides to issue, in any form whatsoever, new equity securities with preferential subscription rights reserved for its shareholders, to distribute reserves, in cash or in kind, and share premiums or to change the allocation of its profits…

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Article L228-101 of the French Commercial code

If the company called upon to issue the equity securities is absorbed by another company or merges with one or more other companies to form a new company, or carries out a demerger, the holders of securities giving access to the capital shall exercise their rights in the company or companies receiving the contributions. Article L. 228-65 is not applicable, unless otherwise stipulated in the issue contract. The number of…

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