French Commercial code
In forceI.-Within a period to be determined by regulation, the registrar of the court within whose jurisdiction the company participating in the operation is registered shall, after carrying out the verification provided for in Article L. 236-17, issue a certificate of compliance of the deeds and formalities prior to the merger.
A notary or the registrar of the court within whose jurisdiction the company resulting from the merger will be registered shall, within a period to be determined by regulation, verify the legality of the completion of the merger and the formation of the new company resulting from the merger.
To this end, each merging company shall submit to the notary or registrar the certificate referred to in Article 25 of the aforementioned Council Regulation (EC) No 2157 / 2001 of 8 October 2001 within six months of its issue, together with a copy of the draft terms of merger approved by the company.
The notary or registrar checks in particular that the merging companies have approved a draft terms of merger in the same terms and that the arrangements for employee involvement have been laid down in accordance with Chapters I to III of Title V of Book II of Part Two of the Labour Code.
He also checks that the formation of the European Company formed by merger complies with the conditions laid down by French law.
II.-Causes of nullity of the deliberation of one of the meetings which decided on the merger operation in accordance with the law applicable to the société anonyme or failures to comply with the control of legality constitute a cause of dissolution of the société européenne.
Where it is possible to remedy the irregularity likely to result in dissolution, the court hearing the action for dissolution of a société européenne created by merger shall grant a period of time in which to regularise the situation.
Actions for the dissolution of the European Company shall be barred after six months from the date of the last entry in the Trade and Companies Register made necessary by the operation.
When the dissolution of the European Company is declared, its liquidation shall be carried out in accordance with the provisions of the Articles of Association and Chapter VII of Title III of this Book.
When a court decision pronouncing the dissolution of a European Company for one of the reasons provided for in the sixth paragraph of this article has become final, that decision shall be publicised in a manner to be determined by decree of the Conseil d'Etat.
If the dissolution of a European Company has become final, the decision shall be publicised in a manner to be determined by decree of the Conseil d'Etat.
