French Commercial code
In forceI. - Articles L. 225-147 and L. 22-10-53 are not applicable, by decision of the Board of Directors or the Management Board, where the contribution in kind consists of:
1° Securities giving access to the capital referred to in Article L. 228-1 or money market instruments, within the meaning of Article 4 of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EC, if they have been valued at the weighted average price at which they have been traded on one or more regulated markets during the three months preceding the date of the effective completion of the contribution ;
2° Assets other than the transferable securities or money market instruments referred to in 1° if, in the six months prior to the effective date of contribution, these assets have already been valued at fair value by a contribution auditor under the conditions defined in Article L. 225-147.
II. - The contribution in kind is subject to a revaluation under the conditions mentioned in the first two paragraphs of article L. 225-147, at the initiative and under the responsibility of the Board of Directors or the Management Board, when:
1° In the case provided for in 1° of I of this article, the price has been affected by exceptional circumstances that may significantly change the value of the asset at the date of effective completion of the contribution;
2° In the case provided for in 2° of the same I, new circumstances have significantly changed the fair value of the asset at the date of effective completion of the contribution. In the absence of such a revaluation, one or more shareholders representing at least 5% of the capital on the date of the decision to increase the capital or a shareholders' association meeting the conditions set out in Article L. 22-10-44 have the option of requesting a valuation by a contributions auditor under the conditions mentioned in the first two paragraphs of Article L. 225-147.
III. - The information relating to the contributions in kind referred to in 1° and 2° of I shall be brought to the attention of the shareholders under conditions defined by decree in the Conseil d'Etat.
