French Business Law - French Legislation

Article L236-36 of the French Commercial code

November 7, 2023

The management, administrative or executive body of each of the companies involved in the cross-border merger shall draw up a written report which shall be made available to the members. The report referred to in the first paragraph of this article shall be given to the members of the staff delegation or, failing that, to the employees themselves, in accordance with the conditions laid down by decree in the Conseil…

Article L236-37 of the French Commercial code

November 7, 2023

In addition to the information set out in Article L. 236-10, the report of the merger auditor(s) shall also indicate: 1° The method(s) used to determine the amount of the buyout offer contemplated under Article L. 236-40; 2° The appropriateness of the method(s) referred to in 1° and the values arrived at by each of these methods, with an opinion being given on the relative importance given to these methods…

Article L236-38 of the French Commercial code

November 7, 2023

Notwithstanding article L. 223-30, the articles of limited liability companies may not provide for a majority of more than 90% of the votes of the shareholders present or represented to decide on a cross-border merger. By way of derogation from Article L. 227-9, the Articles of Association of simplified joint-stock companies shall provide, for the purpose of deciding on a cross-border merger, for a majority of between two-thirds and 90%…

Article L236-39 of the French Commercial code

November 7, 2023

The shareholders who decide on the merger may make its completion subject to their approval of the arrangements for employee participation, within the meaning of Article L. 2371-1 of the Labour Code, in the company resulting from the cross-border merger.

Article L236-40 of the French Commercial code

November 7, 2023

In the company or companies being acquired, members who voted against approval of the draft terms of cross-border merger, holders of non-voting shares and members whose voting rights have been temporarily suspended shall have the right to dispose of their shares, provided that the draft terms of merger provide that, on completion of the operation, they shall hold shares in a company governed by the law of another Member State….

Article L236-41 of the French Commercial code

November 7, 2023

Provided that he has not had or has not exercised the right to sell his shares in accordance with Article L. 236-40, a shareholder of a merging company, if he considers that the exchange ratio of securities, units or shares is insufficient, may contest it by requesting that the company pay a cash balance, without this being an obstacle to the cross-border merger taking effect. The procedures for requesting and…

Article L236-42 of the French Commercial code

November 7, 2023

I.-On pain of nullity of the cross-border merger, the registrar of the court within whose jurisdiction the company taking part in the cross-border merger is registered shall, within a period to be determined by decree of the Conseil d’Etat, verify the legality of the transaction and the conformity of the deeds and formalities prior to the cross-border merger. II – To this end, the Registrar, under his responsibility, is responsible…

Article L236-43 of the French Commercial code

November 7, 2023

The registrar of the court within whose jurisdiction the company resulting from the cross-border merger is to be registered shall, within a period to be determined by decree of the Conseil d’Etat, verify the legality of the completion of the cross-border merger and, where applicable, of the formation of the new company resulting from the cross-border merger. The registrar shall, in particular, verify that the merging companies have approved the…

Article L236-44 of the French Commercial code

November 7, 2023

The cross-border merger takes effect: 1° In the event of the creation of a new company, in accordance with article L. 236-4; 2° In the event of a transfer of assets and liabilities to an existing company, in accordance with the provisions of the draft terms of merger. However, the effective date may not be later than the closing date of the current financial year of the receiving company during…

Article L236-45 of the French Commercial code

November 7, 2023

Where the company resulting from the cross-border merger is to be subject to an employee participation scheme in accordance with Title VII of Book III of Part Two of the Labour Code, it shall adopt a legal form permitting this. .

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French Commercial code

Article L236-36 of the French Commercial code

Article L236-37 of the French Commercial code

Article L236-38 of the French Commercial code

Article L236-39 of the French Commercial code

Article L236-40 of the French Commercial code

Article L236-41 of the French Commercial code

Article L236-42 of the French Commercial code

Article L236-43 of the French Commercial code

Article L236-44 of the French Commercial code

Article L236-45 of the French Commercial code

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French Commercial code

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