LThe Chafii Fiduciary Group is appointed as commissioner for transformation, merger and division by the Paris Commercial Court. We certify the constitutive elements of the assets and the amount of the equity and we intervene with the micro-businesses, Small Medium - sized business, and Mid-size Company.
The transformation for a company is to adopt a new legal form, without creating a new legal person. This transformation must respect two rules. First, the change in the new form must be possible. Second, the transforming society must respect the legislative and regulatory conditions that apply to the new legal form.
The Commissioner of transormation's mission is to assess under his responsibility. One, the value of the property of the company, to attest that the equity is at least equal to the amount of the share capital. Where appropriate, seek the granting of special benefits.
He then submits an appraisal report which is submitted as an appendix to the Trade and Companies Register. This report indicates the situation of the company for the attention of the associates. Moreover, this report is a condition of the validity of the operation of the transformation.
The shareholders' meeting must, under pain of nullity expressly approve the valuation of the corporate assets. They decide on the particular benefits if any. The value of the property fixed by the Transformation Commissioner can only be reduced by the unanimous consent of the partners.
Texts: Articles L 224-3, 225-8, L 225-244, L225-245, L 223-43, R123-105 of the Commercial Code.
One or more companies may, by way of a merger, transmit their assets. They consist of their assets and liabilities, to an existing company or to a new company they constitute. The merger operations can be carried out between companies of different shapes.
The merger commissioner is a professional figure. Its mission is to assess the merger operation under its responsibility by verifying the valuation criteria used by the companies. Therefore, if the exchange ratio is fair, he then submits a report on the terms of the merger to the Trade and Companies Register.
Textes : Texts: Art. L 236-1, L236-10, L 236-23, L 227-1, L225-224 of the French Commercial Code; article 257, 258 of the decree n ° 67-236 of March 23, 1967.
The firm Chafii Fiduciary, commissioner for the division, has for mission and responsibility to assess your demerger operations. This by checking the evaluation criteria used by the companies and therefore if the exchange ratio is fair. The commissioner then submits a report on the terms and conditions of the division, which is filed in the Trade and Companies Register.
The shareholders of the split company must vote for the split into an extraordinary general meeting, on the basis of a split project and a report by a split commissioner. The schema in which the split will occur is defined by the split project. It is also the assembly of the split company which adopts the statutes of the beneficiary companies, if they are created on the occasion of the split. This follows from the fact that the shareholders of the split company are expected to become shareholders of the new companies (Art L.236-16 and L.236-17). In the case, rather rare in practice, where the beneficiary companies pre-exist the split, their extraordinary general meeting must also vote the project of split.
"Clarity is the power"