All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

Ordinance No 2023-393 of 24 May 2023  introduced into Articles L. 236-50 to L. 236-53 of the Commercial Code a regime for cross-border transformations, modeled on that of Directive No 2019/2121 of 27 November 2019 on cross-border transformations, mergers, and divisions.
In accordance with Article L. 236-50, the cross-border transformation is the operation by which a joint stock company or a limite …

Characteristics

Ordinance No 2023-393 of 24 May 2023  introduced into Articles L. 236-50 to L. 236-53 of the Commercial Code a regime for cross-border transformations, modeled on that of Directive No 2019/2121 of 27 November 2019 on cross-border transformations, mergers, and divisions.

In accordance with Article L. 236-50, the cross-border transformation is the operation by which a joint stock company or a limited liability company registered in France, without being dissolved or liquidated or put into liquidation, transforms into a company of a legal form governed by the law of another Member State of the European Union  and transfers at least its registered office to that other Member State, while retaining its legal personality.

The same conditions apply when a company with a legal form governed by the law of another Member State transforms into a joint stock company or a limited liability company registered in France, without being dissolved, liquidated, or put into liquidation, and transfers at least its registered office there, while retaining its legal personality.

From the completion of the cross-border transformation :

- all the assets and liabilities of the company resulting from the transformation are those of the company originally undergoing the transformation;

- the partners or shareholders of the company initiating the transformation continue to be partners or shareholders of the company resulting from the transformation, unless they have transferred their ownership interests or shares;

- the rights and obligations of the company's employment contracts resulting from the transformation existing on the date the cross-border transformation takes effect are those of the company originating the transformation.

By way of derogation from Articles L. 223-30 and L. 225-97, the decision for a cross-border transformation is made by the general meeting of partners under the conditions required for amending the articles of association. The provisions of Article L. 236-38 relating to the majorities required in SARL and SAS for cross-border merger operations apply . However, the provisions of Article L. 236-9 mentioning the possibilities of delegating the competence of the general meeting to the board of directors or the executive board, as the case may be, do not apply to cross-border transformations.

Finally, Article L. 236-53 provides that the cross-border transformation takes effect on the date of the company's registration in the trade and companies register. A cross-border transformation that has taken effect in accordance with these provisions cannot be annulled.

Ord. No 2023-393 of 24 May 2023, reforming the regime of mergers, spin-offs, partial asset contributions, and cross-border operations of commercial companies, JO 25 May 2023.

Included in Annex II of Directive No 2017/1132 of 14 June 2017 on certain aspects of company law.

For SARLs, the vote cannot be subject to a majority exceeding 90% of the votes held by the shareholders present or represented. For SASs, the vote is subject to a majority between two-thirds and 90% of the votes held by the partners present or represented.

Company Law (en cours)

219. Characteristics

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Les notions juridiques connexes

219. Characteristics

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Les notions juridiques connexes

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