Section 2: Demergers

Splits carried out solely between sociétés par actions are subject to the provisions of this sub-section and to those of sub-section 1 of this section which are not contrary to them. Demergers involving the participation of sociétés par actions and sociétés à responsabilité limitée are subject to the provisions of this sub-section, with the exception of the first paragraph of Article L. 236-21, as well as those of sub-section 1…

Article L. 236-9 I is applicable to demergers carried out solely between sociétés par actions. Articles L. 236-10 and L. 236-11 are applicable to the demergers referred to in Article L. 236-20. Article L. 236-17 is applicable to sociétés anonymes participating in a demerger.

Where the division is to be carried out by contributions to new companies, each of the new companies may be formed without any contribution other than that of the divided company. In this case, and if the shares of each of the new companies are allocated to the shareholders of the company being divided in proportion to their rights in the capital of that company, the report referred to in…

The draft demerger shall be submitted to the meetings of bondholders of the company being demerged, in accordance with the provisions of 3° of I of Article L. 228-65, unless the said bondholders are offered the redemption of the securities at their request. The offer of redemption is subject to publicity, the terms of which are set by decree in the Conseil d’Etat. Where repayment is made on simple request,…

The draft demerger shall not be submitted to the bondholders’ meetings of the companies to which the assets and liabilities are transferred. However, the ordinary meeting of bondholders may give a mandate to the representatives of the general body of shareholders to oppose the demerger, under the conditions and with the effects provided for in the second to last paragraphs of Article L. 236-15.

The companies receiving the contributions resulting from the demerger are jointly and severally liable to the bondholders and non-bondholders of the demerged company, in place of the latter, without this substitution entailing novation in their regard. The maximum amount of the joint and several liability of any company involved in the demerger is limited to the value, on the date on which the demerger takes effect, of the net assets…

As an exception to the provisions of Article L. 236-25, it may be stipulated that the companies benefiting from the demerger will only be liable for that part of the liabilities of the demerged company for which they are respectively responsible and without joint and several liability between them. In this case, the non-obligated creditors of the participating companies may oppose the demerger under the conditions and with the effects…