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

Company Law (en cours)

Law No 2011-525 of 17 May 2011 had established a regime of simplified spin-offs by making Article L. 236-11 of the Commercial Code, relating to simplified mergers, applicable to spin-offs. However, the Soihili law  inadvertently removed this reference, rendering the simplified regime inapplicable to spin-offs. Ordinance No 2023-393 of 24 May 2023  restored the situation.
Henceforth, Article L. 236 …

Exemption from reports

Law No 2011-525 of 17 May 2011 had established a regime of simplified spin-offs by making Article L. 236-11 of the Commercial Code, relating to simplified mergers, applicable to spin-offs. However, the Soihili law  inadvertently removed this reference, rendering the simplified regime inapplicable to spin-offs. Ordinance No 2023-393 of 24 May 2023  restored the situation.

Henceforth, Article L. 236-21 of the Commercial Code provides that Articles L. 236-10 and L. 236-11 apply to spin-offs. According to the latter text, when, from the filing of the merger plan with the registry of the commercial court until the completion of the operation, the acquiring company permanently holds all the shares representing the entire capital of the absorbed companies, or when the same company permanently holds all the shares representing the entire capital of both the acquiring and absorbed companies, there is no need for the merger to be approved by the extraordinary general meeting of the companies involved in the operation, nor for the preparation of reports by the merger auditor and the board of directors or the management board.

L. 2019-744 of 19 July 2019 on the simplification, clarification, and updating of French Company Law, JO 20 July 2019.

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.

Company Law (en cours)

253. Exemption from reports

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Les notions juridiques connexes

253. Exemption from reports

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Les notions juridiques connexes

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