Legislative part

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.