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Merger & Spin-Off in France Restructure with Legal Precision
Reorganise your French business with confidence. Our French corporate lawyers and paralegals handle the full merger, spin-off, and partial asset transfer process from start to finish: drafting the restructuring plan, preparing the merger or division treaty, managing shareholder approvals, coordinating creditor protection procedures, and completing all filings with the Commercial Court Registry.
Why Choose a Merger or Spin-Off for Your French Company?
Corporate restructuring in France — whether through a merger (fusion), a spin-off (scission), or a partial asset transfer (apport partiel d’actif) — is one of the most powerful legal tools available to businesses seeking to grow, reorganise, or optimise their group structure.
These operations allow companies to combine forces, separate activities, reallocate assets between entities, or prepare a business for sale or investment — all within a legally regulated framework that provides certainty for shareholders, creditors, and employees.
French law recognises three principal restructuring mechanisms:
- Merger (fusion): two or more companies combine into a single entity, either by absorption of one into another (fusion-absorption) or by the creation of an entirely new company (fusion par création d’une société nouvelle). The absorbed company is dissolved without liquidation, and all its assets, liabilities, and contracts are transferred universally to the surviving entity.
- Spin-off (scission): a company divides its assets and liabilities between two or more existing or newly created companies. The divided company may either continue to exist or be dissolved, depending on the chosen structure. Shareholders of the original company receive shares in the beneficiary companies.
- Partial asset transfer (apport partiel d’actif): a company transfers a defined branch of activity to another company in exchange for shares, without dissolving itself. It is the most flexible tool for hiving off a division, a product line, or a portfolio of assets while retaining the transferring company’s legal existence.
All three operations must be formalised by a merger or division treaty (traité de fusion ou de scission), shareholder resolutions in each participating company, creditor opposition procedures, and registry filings with the Commercial Court Registry (RCS). Certain operations additionally require the involvement of a commissaire à la fusion (merger auditor) appointed by court order.
It is equally important to address the tax treatment of the operation from the outset — French law provides a favourable tax-neutral regime (régime de faveur) for mergers and spin-offs that meet specific conditions, deferring taxation on transferred capital gains and avoiding transfer duties on most assets.
A well-structured merger or spin-off accelerates strategic objectives, simplifies group architecture, and unlocks value — but the legal, tax, and regulatory complexity demands rigorous preparation and experienced legal counsel.
Advantages of Our Accounting and Tax Service
Universal transfer of assets: in a merger or full spin-off, all contracts, licences, assets, and liabilities transfer automatically — no individual assignment required.
Tax neutrality: qualifying operations benefit from deferred taxation under the French régime de faveur, avoiding immediate tax costs on transferred gains.
Shareholder continuity: existing shareholders receive shares in the surviving or beneficiary company, preserving their economic interest throughout the restructuring.
Operational efficiency: combining or separating entities eliminates duplication, streamlines governance, and aligns legal structure with commercial reality.
Cost control: the three available mechanisms — merger, spin-off, partial asset transfer — can be combined and adapted to serve virtually any restructuring objective.
A correctly structured and executed merger or spin-off transforms corporate complexity into strategic clarity — giving your group the legal architecture it needs to perform.
How to Execute a Merger or Spin-Off in France?
A French merger, spin-off, or partial asset transfer follows a structured multi-phase legal process. With FrenchCo.lawyer, everything is managed for you in five clear, legally compliant steps:
Gathering Key Information
We collect the essential details: identification of all participating companies, their respective shareholding structures, the nature and scope of the operation envisaged, the assets and liabilities to be transferred, the proposed exchange ratio or contribution value, and any specific governance or tax objectives the operation must achieve.
Drafting the Merger or Division Treaty
Our lawyers prepare the central legal instrument: the traité de fusion or traité de scission, which sets out the terms of the operation in full — the identity of participating companies, the assets and liabilities transferred, the share exchange ratio, the effective date, the conditions precedent, and the representations of each party. For partial asset transfers, we draft the traité d'apport partiel d'actif with the same rigour.
Managing Pre-Approval Formalities
We coordinate the appointment of the commissaire à la fusion (where legally required), deposit the treaty at each company's registered office for shareholder inspection, publish the avis de dépôt in a legal gazette, and manage the creditor opposition period — during which creditors may formally contest the operation before the Tribunal de commerce. We advise on the appropriate response to any opposition filed.
Shareholder Approvals and Registry Filings
Our lawyers convene and document the extraordinary shareholders' meetings (or sole shareholder decisions) in each participating company to approve the operation. Once adopted, the full dossier — treaty, resolutions, commissaire report, legal notices, and M&A forms — is filed simultaneously at each competent Commercial Court Registry.
Confirmation of the Restructured Group
Once validated by the registry, the operation takes legal effect. You receive updated Kbis extracts for each surviving, modified, or newly created entity, confirming the new corporate structure. Contracts, licences, and registrations subject to the universal transfer are formally updated where required.
With FrenchCo.lawyer
Your file is handled end-to-end by French corporate lawyers and trained paralegals. We ensure that every treaty clause, shareholder resolution, regulatory filing, and creditor procedure complies with current French corporate and tax law — minimising execution risk and protecting all parties throughout the restructuring. Our process is transparent, rigorously sequenced, and fully coordinated across all participating entities.
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What We Need From You to Begin Your Merger or Spin-Off?
To structure and execute your restructuring operation, please provide:
Details of All Participating Companies
Company name, registration number (SIREN), legal form, registered office, current shareholding structure, and a copy of the latest Kbis extract and approved accounts for each participating entity.
Nature and Scope of the Operation
Specify whether the operation is a merger (fusion-absorption or fusion par création), a spin-off (scission totale or scission partielle), or a partial asset transfer (apport partiel d'actif), and describe the assets, liabilities, and activities to be transferred or combined.
Financial and Tax Information
Latest approved financial statements for each participating company, valuation of assets to be transferred (or a mandate to assist with valuation), outstanding liabilities, pending contracts, and current tax position — including any deferred tax assets or liabilities that may affect the exchange ratio or the availability of the régime de faveur.
Shareholder and Governance Objectives
Any specific requirements regarding the resulting shareholding structure, governance arrangements in the surviving or beneficiary entities, treatment of minority shareholders, or employee-related considerations that the operation must address.
And Then?
Once we receive these elements, our lawyers design the optimal legal structure for the operation, draft the treaty and all ancillary documents, manage the creditor opposition procedure and commissaire appointment, coordinate the shareholder approvals across all participating companies, and file the complete dossier with the relevant registries. You receive updated Kbis extracts confirming the new legal architecture of your group.
Merger & Spin-Off in France Structured Process, Clear Budget
Flat legal fee starting from €2,500 excl. taxes (per participating entity, depending on operation type and complexity)
Additional mandatory costs: commissaire à la fusion fees (court-appointed auditor) + legal gazette publications in each participating company's jurisdiction + Commercial Court Registry filing fees
No hidden costs, no unpleasant surprises
Our commitment:
we are lawyers and accountants
not brokers of software or resellers of add-ons.
We deliver real expertise, not automated forms.
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Why Choose Us?
We Deliver Transparent, Lawyer-Led Accounting & Tax Support
Integrated expertise: Our lawyers and accountants work together to ensure your records and filings meet French GAAP and legal standards.
Accurate and compliant: We manage your accounts, VAT, and tax declarations with precision and reliability.
Tailored advice: Get clear guidance on tax optimization, remuneration, and business structure.
Bilingual support: Communicate easily in English or French, with responsive and professional service.
Let us handle your accounting and tax compliance — so you can focus on growing your business.
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Understanding Mergers & Spin-Offs in French Law
What is the difference between a fusion-absorption and a fusion par création in France?
French law provides for two forms of merger (fusion):
Fusion-absorption is the most common form. One existing company (the absorbante) absorbs one or more other companies (the absorbées). The absorbed companies are dissolved without liquidation, and all their assets, liabilities, contracts, licences, and legal relationships transfer automatically and universally to the absorbing company. Shareholders of the absorbed company receive shares in the absorbing company in exchange.
Fusion par création d’une société nouvelle involves all participating companies dissolving simultaneously to contribute their assets and liabilities into a newly created entity. This form is less common in practice due to the administrative complexity of creating a new company as part of the operation, but is used where neither existing entity is the natural successor.
In both cases, the operation is governed by a traité de fusion and requires shareholder approval in each participating company by extraordinary majority. The legal effects take place on the date agreed in the treaty, subject to completion of all formalities.
What is the régime de faveur and does my operation qualify?
The régime de faveur (favourable tax regime) is the cornerstone of tax-neutral restructuring in France. Under Articles 210 A to 210 C of the Code général des impôts (CGI), qualifying mergers, spin-offs, and partial asset transfers benefit from:
- Deferred taxation on capital gains realised on transferred assets — the gains are not taxed at the time of the operation but are carried over to the beneficiary company’s balance sheet.
- Exemption from transfer duties (droits d’enregistrement) on most asset categories, including goodwill, real estate contributed within a group structure, and receivables.
- Carry-over of tax losses (déficits reportables) from the absorbed or divided company to the surviving entity, subject to conditions and, in some cases, prior approval from the French tax administration (agrément fiscal).
To qualify, the operation must meet specific legal and economic conditions: it must be driven by a genuine economic rationale, the transferring and beneficiary companies must be subject to French corporate income tax, and the transferred assets must constitute a coherent economic unit. Operations structured solely for tax advantage — without genuine commercial substance — do not qualify and risk being reclassified by the French tax authorities (abus de droit).
Our lawyers assess eligibility for the régime de faveur at the outset and, where required, prepare the agrément application to the Direction Générale des Finances Publiques.
How does a cross-border merger work under French law?
Cross-border mergers — involving at least one French company and one company governed by the law of another EU or EEA member state — are governed by EU Directive 2017/1132 as implemented in France by Articles L. 236-25 et seq. of the Code de commerce.
The procedure is broadly similar to a domestic merger but includes additional requirements:
- A pre-merger certificate (certificat préalable à la fusion transfrontalière) must be issued by the competent French authority confirming that all pre-merger formalities on the French side have been completed.
- Employee participation rights in the surviving entity must be determined, taking into account the rules applicable in both jurisdictions — which may require the establishment of a specific employee participation body in the surviving company.
- Tax analysis must cover both French and foreign tax law, including the application of applicable double tax treaties.
For cross-border operations involving non-EU entities, the procedure is governed by the general rules of French private international law and the law of the foreign jurisdiction, with bilateral treaty provisions where applicable.
Practical Roadmap: Execute a Merger or Spin-Off in 5 Steps
- Define the operation: choose between merger, spin-off, or partial asset transfer based on your strategic and tax objectives.
- Draft the treaty: prepare the traité de fusion, traité de scission, or traité d’apport partiel d’actif with full asset and liability schedules and the agreed exchange ratio.
- Complete pre-approval formalities: appoint the commissaire à la fusion (where required), deposit the treaty, publish the avis de dépôt, and manage the creditor opposition period.
- Obtain shareholder approvals: hold extraordinary general meetings in each participating company and formally adopt the operation.
- File and confirm: submit the complete dossier to each competent Commercial Court Registry and receive updated Kbis extracts confirming the new group structure.
What is a scission and how does it differ from an apport partiel d'actif?
Both operations involve transferring assets from one French company to another, but they differ fundamentally in scope and legal consequence:
A scission (spin-off) involves a company transferring all of its assets and liabilities — divided into two or more distinct portions — to existing or newly created beneficiary companies. The original company is typically dissolved in a scission totale. In a scission partielle, only part of the assets is transferred and the original company continues to exist. In both cases, the shareholders of the original company receive shares in the beneficiary companies.
An apport partiel d’actif (partial asset transfer) involves a company transferring a defined branch of activity (branche complète et autonome d’activité) to a beneficiary company in exchange for shares in that company — without dissolving itself. The transferring company continues to exist and becomes a shareholder of the beneficiary. This mechanism is frequently used to hive off a division, separate a business line, or restructure a group without triggering a full dissolution.
The apport partiel d’actif placed under the régime des scissions benefits from the same tax neutrality as a full spin-off — provided the transferred assets constitute a genuine autonomous branch of activity.
What role does the commissaire à la fusion play?
The commissaire à la fusion (merger auditor) is an independent professional — a commissaire aux comptes or an expert — appointed by court order at the request of one of the participating companies. Their role is to:
- Verify that the share exchange ratio proposed in the treaty is fair and equitable for all shareholders.
- Confirm that the net asset value of the contributions is not overstated.
- Report their findings to the shareholders of each participating company before the vote on the treaty.
The commissaire à la fusion is mandatory for mergers and spin-offs between companies that are not wholly owned within the same group. An exemption from the appointment requirement is available in certain wholly-owned intra-group operations, where unanimous shareholder agreement dispenses with the need for an independent audit.
Our lawyers manage the court application for appointment, coordinate information-sharing with the commissaire, and integrate their report into the shareholder approval process.
What are the employee implications of a merger or spin-off?
Employees are significantly protected in French restructuring operations. The key principles are:
Universal transfer of employment contracts: in a merger or full spin-off, all employment contracts transfer automatically to the surviving or beneficiary entity by operation of law under Article L. 1224-1 of the Code du travail. Employees cannot be dismissed solely because of the restructuring.
Information and consultation: the comité social et économique (CSE) of each participating company must be informed and consulted before the operation is finalised. The consultation must be genuine — not merely formal — and must allow the CSE sufficient time and information to formulate a reasoned opinion. Failure to comply exposes the operation to challenge and the company to criminal sanctions.
Collective bargaining agreements: following a merger, the question of which collective bargaining agreement (convention collective) applies to the combined entity must be resolved — a process governed by Articles L. 2261-14 et seq. of the Code du travail, which sets a 15-month survival period for the absorbed company’s agreement during which negotiations for a new unified agreement must be conducted.
Our employment lawyers advise on the full scope of obligations and coordinate the CSE consultation process in parallel with the corporate restructuring timetable.
What is the typical timeline for a French merger or spin-off?
Timeline depends on the complexity of the operation and the number of participating entities:
Operation Type | Typical Duration |
Simple intra-group merger (wholly-owned) | 6 to 10 weeks |
Standard merger with commissaire appointment | 3 to 5 months |
Spin-off (scission totale or partielle) | 3 to 6 months |
Partial asset transfer (apport partiel d’actif) | 2 to 4 months |
Cross-border merger (EU/EEA) | 4 to 8 months |
Our lawyers provide a sequenced project plan at the outset, mapping each step against the applicable legal deadlines — including the mandatory creditor opposition period, the commissaire reporting timeline, and the shareholder meeting calendar.
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More About Mergers & Spin-Offs in France
Can a SARL and a SAS merge in France?
Yes. French law allows mergers between companies of different legal forms. The surviving entity adopts the legal form agreed in the treaty — which may require additional formalities if the resulting form differs from either participating company.
What documents will I need?
You will need: latest approved accounts for each participating company, current Kbis extracts, existing bylaws, list of assets and liabilities to be transferred, and any shareholder agreements or governance documents affecting the operation.
Is a commissaire à la fusion always required?
No. Wholly-owned intra-group mergers — where the absorbing company holds 100% of the absorbed company — benefit from a simplified procedure that does not require a commissaire, provided all shareholders agree to waive the requirement.
How long does the process take?
A standard merger with commissaire appointment typically takes 3 to 5 months. Simpler intra-group operations can be completed in 6 to 10 weeks.
Can the operation be completed remotely?
Yes. Shareholder resolutions, treaty signings, and registry filings can all be managed digitally with electronic signatures and secure remote procedures.
What are the typical costs?
Our flat legal fee applies per participating entity, plus commissaire fees, legal gazette publication costs, and registry filing fees. We provide a full cost estimate before engagement.
Does a merger trigger VAT or transfer duties?
Qualifying mergers and spin-offs under the régime de faveur are exempt from most transfer duties and do not trigger VAT on the transferred assets. Specific rules apply to real estate and certain regulated assets — our lawyers advise on each category.
What happens to ongoing contracts after a merger?
All contracts transfer automatically to the surviving entity by operation of law. However, some contracts contain change of control or assignment restriction clauses that may require counterparty consent. Our lawyers review all material contracts as part of the pre-merger due diligence process.
