French Commercial code
In forceThe companies involved in the merger that are registered in France shall file a notice of the proposed cross-border merger with the registry of the commercial court at their registered office.
This notice shall contain the following information:
The company name or corporate name of the merging company. 1° The name of each participating company followed, where appropriate, by its acronym, its legal form, the address of its registered office at which the draft terms of merger may be inspected, the amount of its capital and, in the case of participating companies registered in France, the particulars specified in 1° and 2° of Article R. 123-237;
The register at which each participating company is registered, the name of its registered office, the amount of its capital and, in the case of participating companies registered in France, the particulars specified in 1° and 2° of Article R. 123-237. 2° The register in which each participating company has made the disclosure required by Article L. 236-6 or the equivalent provisions of its national law, as well as the company's registration number in that register;
3° The name or corporate name of the new company resulting from the cross-border merger followed, where appropriate, by its acronym, its form, the address of its registered office, the amount of its capital or the amount of the increase in the capital of the existing companies;
4° The valuation of the assets and liabilities of each participating company whose transfer to the new or acquiring company is planned;
>The exchange ratio of the assets and liabilities of each participating company whose transfer to the new or acquiring company is planned; and 5° The exchange ratio for the rights in each participating company;
6° The expected amount of the merger premium for each participating company;
7° The date of the draft terms of cross-border merger and, in the case of participating companies registered in France, the date and place of filing with the Trade and Companies Register as provided for in the second paragraph of Article L. 236-6;
8° An indication, for each participating company, of the procedures for exercising the rights of creditors, employees and members, as well as the address from which full information on these procedures may be obtained free of charge;
9° A notice informing members, creditors and employee representatives or, failing that, the employees themselves that they may submit observations on the draft terms of merger to the company up to five working days before the date of the general meeting;
10° Where applicable, the website where the draft terms of cross-border merger and the notice referred to in 9° of this article may be obtained free of charge.
The notice referred to in the first paragraph shall be published in the Official Journal of the European Communities. The notice referred to in the first paragraph shall be sent by the registry of the competent commercial court for publication in a medium authorised to publish legal notices in the département of the registered office of the companies and in the Bulletin officiel des annonces civiles et commerciales.
The draft terms of cross-border merger shall be filed with the registry of the competent commercial court. The draft terms of cross-border merger provided for in Article L. 236-6, the notice provided for in Article L. 236-35, and the publication provided for in this Article shall be filed with the registry at least one month before the date of the general meeting called to decide on the transaction or, where applicable, for the transactions referred to in Article L. 236-11, at least thirty days before the transaction takes effect.
