Navigation path

Mergers - France

Updated 07/2009

Legal requirements

Mergers are governed by the following legislation:

  • Commercial code - mergers français
  • Legislation on monitoring mergers - Competition authority français

Types of merger

Any business can take part in one of the following merger operations:

Merger by incorporation

This merger is an operation in which an 'absorbed' company transfers all its assets to a 'surviving' company. This increases capital for the surviving company and also allows the absorbed company to be dissolved without it having to go into liquidation.

Merger by setting up a new company

This type of merger occurs when at least two companies merge to create a new company. The advantage here is increasing capital for the surviving company and allowing the absorbed company to be dissolved without it having to go into liquidation.

  • Mergers and demergers français

Merger results:

  • exchange of ownership interests   (shareholders acquire the same status as the surviving company);                 
  • equalisation payments   (i.e. for shares or batches of shares in the event of redistribution).                

Merger conditions

             Two tax systems   apply to mergers:

  • common law system;    
  • special system.    
  • Tax treatment of mergers français

Buying an existing company, with an already established structure, can be a good way of expanding your business.

Administrative procedures

Merger procedure

To successfully complete a merger, business owners must:

  • draw up a merger plan   after taking legal advice;
  • submit   the merger plan to the office of the commercial court ;
  • publish a notice   of the merger plan in the legal notices of each local district where the head offices of participating companies are based;
  • obtain approval   for the plan at an extraordinary general meeting of shareholders;
  • file a declaration   with the office of the commercial court, outlining all actions carried out and certifying that the operation has been completed in accordance with regulations.
  • Office of the commercial court

The merger of two limited liability companies (SARL) follows a different procedure.

  • Procedure for merging two limited liability companies français

Notification

The general directorate for competition policy, consumer affairs and fraud control (DGCCRF) oversees how the rules on economic concentrations are applied.

  • Concentrations - DGCCRF français
  • Notification forms   français

Resources

The business support and economic development observatory provides information on policies for supporting businesses and compares practices for supporting business development. 

  • Business support and economic development observatory français

Check also the legislation on this topic in:

  • References

    Legal texts

    • L236-1 to L236-7 L236-8 to L236-22 L236-23 to L236-24 L236-25 to L236-32 , français
    • Civil code, chapter I ('general provisions'), article 1844-4 français

Living and moving in Europe

Still need help?

Still need help?

Enterprise Europe Network - Contact points

The Enterprise Europe Network provides businesses with information and advice through its local contact points. 

Choose your nearest contact point for personalized help and advice: