Subsection 1: Cross-border mergers

Articles in this section · 15

R236-20R236-21R236-22R236-23R236-24R236-25R236-26R236-27R236-28R236-29R236-30R236-31R236-32R236-33R236-34

Article R236-21

French Commercial codeIn force
Ask for lawyer reviewed or certified translation

Updated 6 Nov 2023

The draft terms of cross-border merger shall be drawn up by the management, administrative or executive body of each of the companies involved in the operation.

The draft terms of cross-border merger shall contain the following particulars It shall contain the following particulars:

The form, name and address of each of the companies involved in the cross-border merger. 1° The type, name and registered office of the participating companies, as well as those of the company resulting from the cross-border merger;

>The reasons, aims and conditions of the cross-border merger 2° The reasons for, and the aims and conditions of, the cross-border merger;

>The exchange ratio of the assets and liabilities of the companies involved in the cross-border merger; and 3° The exchange ratio of the securities, units or shares representing the share capital and, where applicable, the amount of the balancing payment;

> The terms and conditions of the cross-border merger 4° The arrangements for the transfer of the securities, units or shares of the company resulting from the cross-border merger, the date from which such securities, units or shares entitle the holder to share in the profits, and any special terms relating to such entitlement;

> The date from which the securities, units or shares entitle the holder to share in the profits, and any special terms relating to such entitlement 5° The date from which the transactions of the merging companies will, for accounting purposes, be treated as having been carried out on behalf of the company created by the cross-border merger;

The rights granted by the company created by the cross-border merger 6° The rights granted by the company resulting from the cross-border merger to members having special rights and to holders of securities other than shares or corporate units representing the share capital, or the measures proposed in respect of them;

> Any special advantages granted to members having special rights and to holders of securities other than shares or corporate units representing the share capital. 7° Any special benefits granted to the members of the administrative, management, supervisory or controlling bodies of the merging companies;

>
8° Information concerning the valuation of the assets and liabilities transferred to the company resulting from the cross-border merger;

>The dates of the accounts of the companies involved in the cross-border merger 9° The dates of the merging companies' accounts used to define the terms of the cross-border merger;

10° The articles of association of the company resulting from the cross-border merger;

11° Where appropriate, information on the procedures by which arrangements are made for the involvement of employees in the definition of their rights of participation in the company resulting from the cross-border merger;

> The likely effects of the cross-border merger on the company resulting from the cross-border merger 12° the likely effects of the cross-border merger on employment;

13° The arrangements for making a buy-out offer to members in accordance with Article L. 236-40;

14° The guarantees offered to creditors, such as sureties and pledges.

Mariela Petrova

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Working with a corporate lawyer in France — Q&A

Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.

The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.

We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.

Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.

Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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