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

Company Law (en cours)

The Commercial Code does not define the notion of partial asset contribution. However, EU law, which refers to this operation as a "partial division," addresses the scenario where "a divided company transfers part of its assets and liabilities to one or more beneficiary companies in exchange for the allocation to the shareholders of the company of shares or stock in the beneficiary companies, in t …

Characteristics.

GUYON, Partial asset contributions, in Mélanges Jeantin, Dalloz 1999, 237; DAIGRE, Company restructuring: partial asset contribution or contribution in kind, which to choose?: Actes prat. ing. sociétaire 1993, No 9, 3; DAIGRE, Must the contribution-spin-off legally concern a branch of activity?, JCP E 2003, No 281; CHABERT, The figure of partial spin-off in French law, Rev. sociétés 2005, 759; LE CANNU, The distinction between merger and contribution, BJS 2011, 122; DONDERO, The instability of partial asset contribution, BJS 2013, 575.

The Commercial Code does not define the notion of partial asset contribution. However, EU law, which refers to this operation as a "partial division," addresses the scenario where "a divided company transfers part of its assets and liabilities to one or more beneficiary companies in exchange for the allocation to the shareholders of the company of shares or stock in the beneficiary companies, in the divided company, or both in the beneficiary companies and in the divided company and, possibly, a cash payment not exceeding 10% of the nominal value or, in the absence of a nominal value, a cash payment not exceeding 10% of the book value of these shares or stock" .

One of the main characteristics of a partial asset contribution is that it does not result in the dissolution of the contributing company. Indeed, unlike a merger or spin-off, it only affects the assets of the latter, which remain intact.

For a long time, the regime of partial asset contributions in domestic law proved to be more restrictive than that adopted in EU law. The ordinance of 24 May 2023  established the European concept of partial asset contributions and introduced new variations in domestic law.

First, regarding the traditional partial asset contribution, it should be noted that before the ordinance, the shares of the beneficiary company first passed through the assets of the contributing company before the latter allocated them to its partners. Now, para. 2 of Article L. 236-27 indicates that the contribution plan may provide for the shares of the beneficiary company to be directly allocated to the partners of the contributing company. Two other variants, which did not exist in domestic law before the reform, are added. The first, provided in para. 1 of Article L. 236-27, allows for the same partial asset contribution to benefit several beneficiary companies simultaneously by filing a single contribution plan, which was not previously possible. The second allows the contributing company to deliver its own shares to its partners, in addition to or instead of the shares delivered by the beneficiary company of the contribution.

Dir. No 2017/1132 of 14 June 2017 relating to certain aspects of company law, Art. 160 ter, 4, b.

Ord. No 2023-393 of 24 May 2023 on the reform of the regime for mergers, spin-offs, partial asset contributions, and cross-border operations of commercial companies, JO 25 May 2023. - Also see, D. No 2023-430 of 2 June 2023, JO 3 June 2023.

Company Law (en cours)

255. Characteristics.(1)

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

255. Characteristics..css-17rnqzd{cursor:pointer;margin-left:4px;-webkit-text-decoration:underline;text-decoration:underline;}(1).css-1exptwg{z-index:1500;color:#FFFFFF;font-family:IBM Plex Sans,sans-serif,Playfair Display,serif;font-size:16px;line-height:body1.lineHeight;}

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

255. Characteristics.(1)

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise