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

Articles in this section · 6

Article 30-18

French Code of civil procedureIn force

Updated 7 Nov 2023

The proposed merger, demerger or partial contribution of assets is the subject of publication by each of the participating associations of a notice, at the expense of the participating associations, under the conditions mentioned in article 50 of the local civil code applicable to the departments of Bas-Rhin, Haut-Rhin and Moselle.

The notice shall contain the following information:

1° The title, object, registered office, volume and folio number of the association's entry in the register of associations of the district court within whose jurisdiction the association has its registered office, for each association participating in the operation;

2° Where applicable, the proposed title, object and registered office of the new association resulting from the merger, demerger or partial contribution of assets;

3° The date on which the project is finalised and the date scheduled for the meeting of the general meeting called to approve the transaction;

4° The designation and valuation of the assets and liabilities as well as the commitments entered into, which are to be transferred to the beneficiary or new associations.

The publicity provided for in this article shall take place at least thirty days before the date of the first meeting of the members' meeting called to decide on the operation.

An additional notice must be inserted within the same period in the Bulletin des annonces légales obligatoires when the merger, demerger or partial contribution of assets transaction concerns one or more associations that have issued bonds under the conditions mentioned in article L. 213-8 of the Monetary and Financial Code.

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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