Subsection 9: Merger of mutual insurance companies

Mergers between mutual insurance companies are governed by the provisions of this sub-section, without prejudice to the provisions of Articles L. 324-1 and L. 324-3 relating to portfolio transfers.

One or more mutual insurance companies may, by means of a merger, transfer their assets and liabilities to an existing mutual insurance company or to a new mutual insurance company which they set up. The merger is decided by the general meeting of each of the companies concerned, deliberating under the conditions laid down in Article R. 322-65. The merger entails the dissolution without liquidation of the company or companies…

Where the merger involves a portfolio transfer under the conditions laid down in Article L. 324-1 and one or more of the companies involved in the merger have issued securities under the conditions laid down in Article L. 322-2-1, the provisions of Article L. 324-2 shall apply.

The draft terms of merger are drawn up by the board of directors or management board of each of the mutual insurance companies involved in the merger. It shall contain the following particulars 1° The form, name and registered office of all the participating companies and, where appropriate, of the newly formed company; 2° The reasons for, and aims and conditions of, the merger; 3° The description and valuation of…

The draft terms of merger are filed with the clerk of the court of the registered office of each of the participating companies. A notice of the draft terms of merger is published by each of the companies participating in the operation in a newspaper authorised to carry legal advertisements in the département of the registered office. If at least one of these companies makes a public offer of financial…

The board of directors or management board of each of the mutual insurance companies involved in the merger shall draw up a written report which, together with the draft terms of merger and the audited accounts for the previous two financial years, shall be made available to member-policyholders at the head offices of the participating companies. This report explains and justifies the merger from a legal and economic point of…

The member-policyholders of an absorbed or merged mutual insurance company automatically acquire the status of member-policyholders of the absorbing or new company.

The acquiring or new mutual insurance company shall be liable to creditors who do not have the status of members of the company or companies being acquired in place and stead of the latter, without such substitution entailing novation in respect of them. This provision does not preclude the application of agreements authorising such creditors to demand immediate repayment of their claims in the event of the absorption of the…

The publication formalities provided for in article R. 322-85, with the exception of those concerning the decision to approve the operation by the general meeting of the new company, and in articles R. 322-86 to R. 322-88 are applicable to merger operations. Where the merged companies have issued bonds, redeemable equity securities or subordinated debt securities under the conditions set out in article L. 322-2-1, they shall also amend the…

On pain of nullity, the companies participating in a merger operation are required to file a declaration with the clerk of the judicial court in which, on the one hand, they describe all the acts carried out with a view to carrying out the merger and, on the other hand, they certify that the operation has been carried out in accordance with the laws and regulations in force.