Removal following a cross-border merger (S.A.)
The Procedures guide allows entrepreneurs and decision-makers to have a reliable, precise and up to date overview of legal procedures and measures concerning commercial formalities to be undertaken. It is broken down into 6 sections in which you can find information and documentation required for formalities with Registry Offices at the Commercial Courts.
Removal following a cross-border merger (S.A.)
- at the competent Commercial Formality Centre (CFE); or
- directly at the registry office of the Commercial courtin application of Article R. 123-5 of the Commercial Code (procedure known as "Article 3" of Decree No. 96-650 of 19 July 1996).
Steps preliminary to the filing of the formality
Convene the management or administrative body, as applicable, to establish:
- a joint plan for a cross-border merger;
Refer to our section: joint cross-border merger plan
- a report describing and demonstrating the legal and economic aspects of the cross-border merger, explaining the consequences of such merger for partners, creditors and employees (the opinion of the works council or in absence thereof of the employee delegates is annexed to such report).
File the joint cross-border plan with the registry office of the commercial court.
File the deliberative minutes of the directing or administrative body, as applicable, relating to the statement of the joint cross-border merger.
Publish the opinion relating to the joint text of the cross-border merger in a journal authorised to receive legal announcements.
Publish the opinion relating to the joint text of the cross-border merger in the Official Bulletin of Civil and Commercial Notices (BODACC).
Also see our synopsis: opinion relating to the joint text of the cross-border merger (publication)
Establish and file with the registry office of the commercial court a declaration of conformity relating to all legal instruments and formalities undertaken prior to the realisation of the merger.
Obtain from the clerk of the commercial court a certification of compliance of the legal instruments and formalities prior to the merger.
Convene an extraordinary general meeting to approve the merger transaction under terms consistent with those of the other companies involved in the transaction.
Obtain from the clerk of the commercial court or from the notary a certificate of legality of the realisation of the merger.
Record the minutes of this general meeting with the tax authorities.
Publish the final realisation of the merger and dissolution without liquidation of the company in a journal of legal announcements.
Establish a declaration of conformity summarizing all legal instruments undertaken with a view towards proceeding with the merger and affirmation by the companies participating in the merger that the operation was undertaken in conformance with law and regulations.
N.B. : filing with the clerk of the court as well as publication in a journal of legal announcements and in the BODACC of the joint text of the cross-border merger are made at least one month before the date of the general meeting called to decide on the operation.
Legal instruments to be filed by annex with the Trade and Companies Register (RCS) with a view towards the certification of conformity issued by the court clerk.
A copy of the joint text of cross-border merger, dated and signed by the parties.
A copy of the minutes of the deliberations of the administrative or management board, as the case may be, relating to the order of the joint text of cross-border merger, dated and certified as complying by the legal representative.
A copy of the declaration of conformity summarising all legal instruments and formalities prior to the realisation of the merger, dated and signed by the parties. In this declaration, the participating companies affirm that the legal instruments and the formalities preliminary to the merger were undertaken in compliance with the texts in force.
Issuance of the certification of conformity of the legal instruments and formalities prior to the cross-border merger.
After verification of the declaration of conformity, the clerk of the court issues the certification of conformity of legal instruments preliminary to the merger, in compliance with Article L. 236-29 of the Commercial Code. This certification specifies that if the procedure of analysis and of modification of the report of exchange of title or of compensation of minority partners is in process.
The clerk of the court has eight days from the filing of the declaration of conformity to deliver the certification of conformity.
Documents to attach to the file for removal
Legal instruments to be produced by annex to the RCS
A copy of the minutes of the extraordinary general assembly approving the cross-border merger and noting the dissolution without liquidation of the company, stamped and recorded with the tax office; this assembly is normally convened after the general assembly of the absorbing company.
A copy of the legal instrument of the absorbing company noting the finalisation of the cross-border merger, translated into French if applicable and certified as conforming.
A copy of the declaration of conformity summarising all legal instruments and formalities established with a view towards the realisation of the merger, dated and signed by the parties.
A certified conforming copy of the power granted to the persons signing the declaration of conformity for the French company.
The M4 printed forms duly completed and signed.
An original power of attorney of the liquidator if such did not sign the M4 forms.
An original Trade and Companies Register extract for all companies having participated in the merger transaction dated within three months, accompanied, if applicable, by a certified translation.
An original copy of the certification of conformity issued by the clerk of the court.
Evidence of inspection of legality established by a competent foreign authority of the jurisdiction of the absorbing company in the original and translated, if applicable, into French.
Attach a cheque for 15.26 euros if the closing date of the liquidation proceedings is noted more than one month after the decision for dissolution and/or if the dissolution decision has already been declared to the Trade and Companies Register.
Cheques must be made payable to the relevant GREFFE DU TRIBUNAL DE COMMERCE, and attached to the application.
Cost breakdown for this formality
Registry office fees (including filing fees: 7.80)
However if the company has one (or several) establishment(s) registered with the Trade and Companies Register (RCS) of which the territorial jurisdiction is that of another court: add 12.48 euros for the notice of removal (to be multiplied by the number of secondary registrations).
For each secondary registration removal
Registry office fees: postage fees of extracts included. INPI: National institute of industrial property (paid by the registry office). BODACC: Bulletin Officiel des Annonces Civiles et Commerciales (Official Journal of Civil and Commercial Announcements) (paid by the registry office).