Article L235-10 of the French Commercial code
November 8, 2023
Where the company is declared null and void, it shall be wound up in accordance with the provisions of the Articles of Association and Chapter VII of this Title.
Where the company is declared null and void, it shall be wound up in accordance with the provisions of the Articles of Association and Chapter VII of this Title.
When a court decision declaring a merger or demerger null and void has become final, that decision shall be publicised in a manner to be determined by decree of the Conseil d’Etat. It shall have no effect on the obligations arising for or in favour of the companies to which the assets or liabilities are transferred between the date on which the merger or demerger takes effect and the date…
Neither the company nor the members may rely on a nullity against third parties acting in good faith. However, nullity resulting from incapacity or a defect in consent may be relied on even against third parties, by the incapable person and his legal representatives, or by the partner whose consent was taken by mistake, fraud or violence.
An action for liability based on the annulment of the company or of the acts and deliberations subsequent to its incorporation shall be barred after three years from the date on which the annulment decision became res judicata. The disappearance of the cause of nullity shall not prevent the bringing of an action for damages seeking compensation for the loss caused by the defect with which the company, act or…
A failure by the chairman of the management and administrative bodies or the chairman of the meeting of these bodies to record the deliberations of these bodies in minutes shall be sanctioned by the nullity of the deliberations of the said bodies. The action is open to any director, member of the management board or member of the supervisory board. This action for nullity may be brought until the approval…
One or more companies may, by means of a merger, transfer their assets and liabilities to an existing company or to a new company that they form. This option is open to companies in liquidation provided that the distribution of their assets and liabilities among the members has not been the subject of a start on execution. The members of companies that transfer their assets under this arrangement receive shares…
A merger may be carried out between companies of different forms. It is decided, by each of the companies concerned, under the conditions required for the amendment of its Articles of Association. If the merger involves the creation of a new company, each new company is formed in accordance with the rules specific to the form of company adopted.
I. – The merger results in the dissolution without liquidation of the disappearing companies and the transfer of all their assets and liabilities to the surviving companies, in the same condition as on the date of definitive completion of the transaction. At the same time, the members of the disappearing companies acquire the status of members of the receiving companies, under the conditions determined by the merger agreement. II. –…
The merger takes effect: 1° In the case of the creation of one or more new companies, on the date of registration, in the Trade and Companies Register, of the new company or the last of them ; 2° In other cases, on the date of the last general meeting approving the merger unless the agreement provides for the merger to take effect on another date, which must be neither…
As an exception to the provisions of the second paragraph of article L. 236-2, if the effect of the proposed merger is to increase the liabilities of the members or shareholders of one or more of the companies in question, it may only be decided unanimously by the said members or shareholders. .
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is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
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is a Registered Trademark of
PETROFF LAW FIRM (SELARL LEGASTRAT)
182, rue de Rivoli
75001, Paris France
RCS Paris n°814433470
Paris Bar Registration n° (Toque) C2396
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