French General Tax Code
In forceI. - The provisions set out in 7a of Article 38, in Ib and in V of article 93 quater, to articles 112,115,120,121,151 octies, 151 octies A, 151 octies B, 151 nonies, 208 C, 208 C bis, 210 A to 210 C, 210 F, the second and third paragraphs of II of l'article 220 quinquies and articles 223 A to 223 U, are applicable:
1° With regard to mergers, to transactions whereby:
a. One or more absorbed companies transfer, as a result of and at the time of their dissolution without liquidation, all of their assets and liabilities to another pre-existing absorbing company, in return for the allocation to their shareholders of securities of the absorbing company and, where applicable, a balancing payment not exceeding 10% of the nominal value of those securities;
b. Two or more absorbed companies transfer, as a result of and at the time of their dissolution without liquidation, all of their assets and liabilities to an absorbing company that they form, in return for the allocation to their shareholders of securities of the absorbing company and, where applicable, a balancing payment not exceeding 10% of the nominal value of these securities;
2° In the case of demergers, transactions by which the demerged company transfers, as a result of and at the time of its dissolution without liquidation, all of its assets and liabilities to two or more pre-existing or new companies, in return for the allocation to the shareholders of the demerged company, in proportion to their rights in the capital, of securities of the companies receiving the contributions and, where applicable, a balancing payment not exceeding 10% of the nominal value of these securities ;
3° Transactions described in 1° and 2° for which securities of the acquiring or transferee company are not exchanged for securities of the company being acquired or divided, when these securities are held either by the acquiring or transferee company, or by the company being acquired or divided, or by a company that holds all the securities of the acquiring or transferee company and of the company being acquired or divided ;
4° With regard to partial contributions of assets, to transactions whereby a company contributes, without being dissolved, all or one or more complete branches of its business to another company, in return for the delivery of securities representing the share capital of the company receiving the contribution.
II. - Are excluded from the provisions of 7a of Article 38, I ter and V of Article 93 quater, Articles 115, 151 octies, 151 octies A, 151 octies B, 151 nonies, 210 A to 210 C and the second and third paragraphs of II of Article 220 quinquies, merger, demerger and partial asset contribution transactions that do not fall within the scope of Council Directive 2009/133/EC of 19 October 2009 on the common system of taxation applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares concerning companies of different Member States, as well as the transfer of the registered office of an SE or SCE from one Member State to another, where a company, the transferor or the beneficiary of a contribution, has its registered office in a State or territory that has not entered into a tax treaty with France containing an administrative assistance clause with a view to combating tax fraud and tax evasion.
III. - The provisions of Article 38 7 bis, Article 93 quater I ter and V, Articles 112, 115, 120, 121, 151 octies, 151 octies A, 151 octies B, 151 nonies, 208 C, 208 C bis, 210 A to 210 C, 210 F, the second and third paragraphs of II of article 220 quinquies and articles 223 A to 223 U, mergers, demergers or partial contributions of assets with tax evasion or avoidance as their main objective or as one of their main objectives.
For the application of the first paragraph of this III, the transaction is considered, unless there is proof to the contrary assessed in the context of an adversarial control procedure pursuant to Article L. 10 of the Book of Tax Procedures, as having tax evasion or avoidance as its main objective or as one of its main objectives when it is not carried out for valid economic reasons, such as the restructuring or rationalisation of the activities of the companies participating in the transaction.
IV. - When a merger, demerger or partial contribution of assets, governed by Article 210 A, is carried out for the benefit of a foreign legal entity, the transferring company is required to file, electronically, within the same timeframe as its income tax return for the financial year during which the transaction was carried out, a special return, in accordance with a model drawn up by the administration, making it possible to assess the reasons for and consequences of this transaction.
A decree sets the content of this return. A decree sets out the content of this declaration.
