French Code of civil procedure
In forceI.-Any association participating in a merger, demerger or partial transfer of assets shall make the following documents available to its members, at the registered office or on the association's website, at least thirty days before the date of the members' meeting called to decide on the project and no later than the day of publication of the notice referred to in article appendix 30-18:
1° The documents referred to in article appendix 30-17 and, where applicable, the report of the merger, demerger or contribution auditor referred to in the fifth paragraph of article 79-IV of the aforementioned local civil code;
2° Where applicable, a list of the association's establishments, indicating their registered offices;
3° A list of the members of the management of each participating association, excluding details of nationality, profession and place of residence;
4° An extract from the deliberations of the deliberative bodies of all the participating associations approving the proposed merger, demerger or partial transfer of assets, with an indication of the number of members present, the number of members represented and the result of the votes;
5° For the last three financial years or if the association is less than three years old since its creation date: the annual accounts, the budget for the current financial year, the dates on which the accounts of the participating associations used to establish the terms of the operation were closed and, where applicable, the auditor's report and the management report;
6° If the most recent annual accounts relate to a financial year that closed more than six months prior to the date of the proposed merger, demerger or partial transfer of assets, the interim accounting statement drawn up using the same methods and in the same presentation as the most recent annual accounts. This interim financial statement shall be drawn up as at a date less than three months prior to the date of the proposed merger, demerger or partial transfer of assets.
If the operation is decided upon before the approval of the annual accounts for the last financial year for which the accounts have been closed or less than thirty days after such approval, the draft of the operation must include the accounts for that financial year which have been closed and, where applicable, certified by the auditor, as well as the approved annual accounts for the two previous financial years and the management reports. If the competent body has not yet approved them, the interim accounts referred to in the previous paragraph and the approved annual accounts for the previous two financial years and the management reports are included in the draft terms of the operation;
7° The conditions under which the employment contracts of the associations involved in the merger, demerger or partial transfer of assets are transferred to the new legal entity or entities resulting from the operation, in accordance with Articles L. 1224-1 et L. 1224-2 of the Labour Code;
8° Where applicable, the opinion of the works council giving its opinion on the proposed operation of each association participating in the operation, under the conditions mentioned in the article L. 2323-19 of the French Labour Code;
II.-.The documents provided for in I are not required to be made available at the registered office if, for an uninterrupted period beginning no later than thirty days before the date set by the general meeting called to vote on the draft terms of merger, demerger or partial contribution of assets and not ending before the end of that meeting, the association publishes them on its website, under conditions likely to guarantee the security and authenticity of the documents.
When the website is no longer accessible for an uninterrupted period of at least twenty-four hours, the period mentioned in the first paragraph of this article is suspended until the documents are made available at the registered office or until access to the website is restored.
No copies of the documents may be obtained where the website of the associations participating in the merger, demerger or partial transfer of assets allows third parties to download and print them free of charge.
