Sub-section 2: Mergers involving joint stock companies or limited liability companies

Mergers carried out solely between sociétés par actions are subject to the provisions of this sub-section and those of sub-section 1 of this section which are not contrary to them. Mergers involving the participation of sociétés par actions and sociétés de responsabilité limitée and mergers involving the participation solely of sociétés de responsabilité limitée are subject to the provisions of this sub-section and those of sub-section 1 of this section…

I.-The merger is decided by the extraordinary general meeting of each of the companies participating in the transaction. The merger is subject, where applicable, in each of the companies participating in the transaction, to ratification by the special shareholders’ meetings referred to in articles L. 225-99 and L. 228-15. The draft terms of merger are submitted to the special meetings of holders of investment certificates acting in accordance with the…

I.-Unless the shareholders of the companies involved in the merger decide otherwise under the conditions set out in II of this article, one or more merger commissioners, appointed by court decision and subject to the incompatibilities with regard to the participating companies set out in Article L. 822-11-3, draw up, under their responsibility, a written report on the terms of the merger. The merger auditors shall verify that the relative…

Where, since the filing of the draft terms of merger with the clerk of the commercial court and until completion of the transaction, the acquiring company permanently holds all the shares representing all the capital of the acquired companies or the same company permanently holds all the shares representing all the capital of the acquiring company and the acquired companies, there is no need for the merger to be approved…

Where, since the filing of the draft terms of merger with the clerk of the commercial court and until the completion of the transaction, the acquiring company permanently holds at least 90% of the shares or other securities conferring voting rights in the acquired companies, or the same company permanently holds at least 90% of the shares or other securities conferring voting rights in the acquiring company and the acquired…

Where the merger is effected by the creation of a new company, the new company may be formed without any contributions other than those of the merging companies. Where the new company is a limited liability company, the members of the disappearing companies may act ipso jure as founders of that company and the procedure shall be in accordance with the provisions governing limited liability companies. In all cases, where…

The draft terms of merger shall be submitted to the bondholders’ meetings of the merged companies, unless the said bondholders are offered redemption of the securities upon simple request on their part. The offer of redemption is subject to publicity, the terms of which are set by decree in the Conseil d’Etat. Where redemption is made on simple request, the acquiring company becomes the debtor of the bondholders of the…

The acquiring company is debtor to the non-obligated creditors of the acquired company in place of the latter, without this substitution entailing novation with regard to them. The non-obligated creditors of the companies participating in the merger and whose claim predates the publicity given to the draft terms of merger may lodge an objection to the latter within the period set by decree in the Conseil d’Etat. A court decision…

The draft terms of merger are not submitted to the merging company’s bondholders’ meetings. However, the general meeting of bondholders may give a mandate to the representatives of the general body of bondholders to oppose the merger under the conditions and with the effects provided for in the second and subsequent paragraphs of Article L. 236-15.

On pain of nullity, the sociétés anonymes participating in a merger are required to file a declaration with the Registrar in which they relate all the acts carried out with a view to the merger and by which they affirm that the transaction has been carried out in accordance with the laws and regulations. The Registrar shall be responsible for ensuring that the declaration complies with the provisions of this…