Section 3: Partial contribution of assets

The company transferring part of its assets and, where applicable, part of its liabilities to one or more existing or new companies and the company or companies benefiting from the transfer may decide by mutual agreement to make the transaction subject to the provisions of Section 2 of this chapter, to the exclusion of Subsection 2 where the companies are not concerned by the latter. Where the first paragraph is…

Where the contribution referred to in article L. 236-27 is carried out between joint-stock companies, between limited liability companies or between one or more joint-stock companies and one or more limited liability companies, and that, from the time of filing with the clerk of the commercial court of the proposed contribution and until completion of the transaction, the company transferring part of its assets permanently holds all the shares representing…

The company or companies benefiting from the contributions resulting from the transaction referred to in Article L. 236-27 and the company contributing part of its assets shall be jointly and severally liable to the bondholders and non-bondholder creditors of the company contributing part of its assets, in place of the latter, without such substitution entailing novation with regard to them. The maximum amount of the joint and several liability of…

As an exception to the provisions of Article L. 236-29, it may be stipulated that the companies benefiting from the contribution will only be liable for that part of the liabilities of the company contributing a part of its assets which is borne by them respectively and without joint and several liability between them. In this case, the non-bonding creditors of the participating companies may oppose the transaction under the…