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

Company Law (en cours)

Article L. 236-18 of the Commercial Code, in its version resulting from Ordinance No 2023-393 of 24 May 2023 , provides that a company may, by way of a spin-off, transfer its assets to several existing companies or to several new companies. This option is available to companies in liquidation provided that the distribution of their assets among the partners has not begun to be executed.
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Spun-off company/beneficiary company.

Article L. 236-18 of the Commercial Code, in its version resulting from Ordinance No 2023-393 of 24 May 2023 , provides that a company may, by way of a spin-off, transfer its assets to several existing companies or to several new companies. This option is available to companies in liquidation provided that the distribution of their assets among the partners has not begun to be executed.

The partners of companies transferring their assets in this context receive shares or stock in the beneficiary companies and, if applicable, a cash balance not exceeding 10% of the nominal value of the shares or stock allocated. The contribution made by the demerged company to the benefit of the beneficiary companies results in its dissolution. Article L. 236-22 provides that when the demerger is to be carried out by contributions to new companies, each of the new companies may be formed without any contribution other than that of the demerged company. In this case, if the shares of each of the new companies are allocated to the shareholders of the demerged company in proportion to their rights in the capital of that company, there is no need for the merger auditor's report, nor, if applicable, that of the board of directors or the management board. When the new companies are limited liability companies, the partners of the dissolved companies may act as founders of the new companies by right, and the procedures follow the provisions governing limited liability companies. When the new companies are joint-stock companies, the draft statutes of the new companies must be approved by the extraordinary general meeting of the demerged company, but not by that of each of the new companies.

Article L. 236-20 of the Commercial Code, in its version resulting from the 2023 ordinance, only mentioned spin-offs carried out between joint stock companies as well as those involving the participation of joint stock companies and limited liability companies, without addressing operations exclusively involving the participation of limited liability companies, which seemed excluded from the regime. This oversight was corrected by the ratification law of 22 April 2024 .

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.

L. 2024-364 of 22 April 2024 on various provisions adapting to European Union law in the fields of economy, finance, ecological transition, criminal law, social law, and agriculture, JO 23 April 2024.

Company Law (en cours)

248. Spun-off company/beneficiary company.

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Les notions juridiques connexes

248. Spun-off company/beneficiary company.

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

Les notions juridiques connexes

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