Paragraph 6: Mergers, demergers and partial contributions of assets between associations

Articles in this section · 6

Article 30-17

French Code of civil procedureIn force

Updated 7 Nov 2023

The draft merger, demerger or partial contribution of assets is drawn up by the management of each association participating in the operation at least two months before the date of the deliberations provided for in the first three paragraphs of article 79-IV of the local civil code applicable to the departments of Bas-Rhin, Haut-Rhin and Moselle.

It contains the following:

1° The title, object, registered office, volume and folio number of the association's entry in the court's register of associations, a copy of the current articles of association and, where applicable, the latest annual activity report, of all the participating associations;

2° Where applicable, an extract of the decision recognising the public utility mission of the participating associations ;

3° The reasons, aims and conditions of the merger, demerger or partial contribution of assets;

4° Where applicable, the title, object, registered office, envisaged articles of association of the new association resulting from the merger, demerger or partial contribution of assets or the amended articles of association of the participating legal entities ;

5° Where applicable, a copy of the applications for the continuation of an administrative authorisation, approval, conventionnement or habilitation, under the conditions mentioned in IV of article 79-IV of the local civil code applicable to the départements of Bas-Rhin, Haut-Rhin and Moselle;

6° The designation and valuation of the assets and liabilities as well as the commitments entered into, the transfer of which to the beneficiary or new associations is planned, and the valuation methods used.

The draft merger, demerger or partial contribution of assets and, where applicable, the report of the operation auditor referred to in the fifth paragraph of article 79-IV of the aforementioned local civil code are attached to the statutory notice convening the meetings of the members of the participating associations called to decide on the operation, as provided for in the first three paragraphs of the same article. This notice mentions the documents made available at the registered office or on the internet site of the associations under the conditions of article annexe 30-19.

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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