French Commercial code
In forceI.-Where the first paragraph of Article L. 236-48 is applied, the draft partial contribution of assets shall contain the information mentioned in Articles R. 236-21, with the exception of the information provided for in 3°, 4°, 6° and 13°, and R. 236-36, with the exception of the information provided for in 4°, as well as the following information:
1° any amendment to the articles of association of the company transferring part of its assets;
2° A precise description of the assets and liabilities of the company transferring part of its assets and a description of how these assets and liabilities are to be shared with the receiving company or companies or retained by the company transferring part of its assets;
II. II - Where the final paragraph of article L. 236-48 is applied, the draft terms of reference must contain, in addition to the information mentioned in articles R. 236-21 and R. 236-36 and in 1° and 2° of article R. 236-38, the following information:
1° The proposed allocation, for the benefit of the members of the company contributing part of its assets, of the shares or corporate units of either the receiving companies, or the company contributing part of its assets, or both the receiving companies and the company contributing part of its assets, allocated in consideration for the contribution, and the criteria on which this allocation is based;
If the allocation referred to above is to be made to the members of the company contributing part of its assets, the criteria on which this allocation is based must be specified. 2° Whether the allotment referred to in 1° is made either by a reduction in capital or by a deduction from the shareholders' equity of the company contributing part of its assets. In the latter case, the project specifies the accounting terms of the operation.
