Cross-border division is the operation whereby a société par actions or a société à responsabilité limitée with its registered office in France participates in a division with one or more companies falling within the scope of paragraph 1 of Article 160b of Directive EU 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law and governed by the law of one…
Assets and liabilities not expressly allocated by the draft terms of cross-border division to one or other of the companies participating in the cross-border division shall be allocated, where the interpretation of the draft terms of division does not allow a decision to be taken on their allocation, in proportion to the net assets allocated to each of the recipient companies.
A cross-border partial contribution of assets is the transaction whereby a société par actions or a société à responsabilité limitée with its registered office in France participates in a transaction for the contribution of part of the assets and, where applicable, liabilities with one or more companies falling within the scope of paragraph 1 of Article 160b of Directive EU 2017/1132 of the European Parliament and of the Council of…
Article L. 236-40 is applicable only when the project provides for the allocation mentioned in the last paragraph of article L. 236-48.
Cross-border transformation is the operation whereby a société par actions or a société à responsabilité limitée registered in France, without being dissolved or wound up or put into liquidation, transforms into a company with a legal form governed by the law of another Member State of the European Union listed in Annex II to Directive EU 2017/1132 of the European Parliament and of the Council, of 14 June 2017 on…
As from the completion of the cross-border conversion: 1° All the assets and liabilities of the company resulting from the transformation are those of the company at the origin of the transformation; 2° The members or shareholders of the company at the origin of the conversion continue to be members or shareholders of the company resulting from the conversion, unless they have transferred their corporate units or shares; 3° The…
By way of derogation from Articles L. 223-30 and L. 225-97, the decision on cross-border conversion is taken by the general meeting of shareholders under the conditions required for amending the Articles of Association, the provisions of Article L. 236-36 being applicable. II of Article L. 236-9 is not applicable.
The cross-border conversion shall take effect on the date of registration of the company in the register of commerce and companies. A cross-border conversion which has taken effect in accordance with the provisions of this Chapter may not be cancelled.
Subject to the provisions of this Chapter, the liquidation of companies shall be governed by the provisions contained in the Articles of Association.
The company is in liquidation from the moment of its dissolution for any reason whatsoever except in the case provided for in the third paragraph of Article 1844-5 of the Civil Code. Its corporate name is followed by the words “société en liquidation”. The legal personality of the company subsists for the purposes of the liquidation, until the liquidation is closed. The dissolution of a company only produces its effects…
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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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