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Merger of a Company in France
A merger in France is one of the most consequential legal operations a company can undertake. Every document, every deadline, and every regulatory requirement must be met precisely. Our registered Paris Bar lawyers take full ownership of the process — so your restructuring is completed correctly, on time, and without legal risk.
What is a Merger in France?
A merger (fusion) is a legal operation by which two or more companies combine their assets, liabilities, and operations into a single legal entity. Under French law, a merger results in the universal transfer of the absorbed company’s entire patrimony to the absorbing entity — including all assets, contracts, employees, and liabilities.
The absorbed company ceases to exist upon completion of the operation, and its shareholders receive shares in the absorbing company in exchange.
A merger in France is governed by the Code de commerce and, where applicable, by European regulations for cross-border operations. It is a complex transaction requiring precise legal drafting, regulatory compliance, and formal approval by each company’s shareholders.
Main Advantages
Operational consolidation: Merging entities allows the combined group to streamline operations, eliminate duplication, and reduce administrative costs under a single legal structure.
Continuation of contracts: A merger ensures the automatic transfer of all existing contracts, licences, and commercial relationships to the absorbing entity without requiring individual novation.
Employee continuity: All employment contracts transfer by operation of law to the absorbing company, preserving the workforce and satisfying French labour law requirements.
Tax efficiency: French law provides a favourable merger tax regime (régime de faveur) that allows capital gains on transferred assets to be deferred, subject to compliance with applicable conditions.
Simplified group structure: A merger reduces the number of legal entities within a group, lowering ongoing compliance obligations and simplifying governance.
Registering a merger correctly from the outset ensures the operation is legally binding, tax-optimised, and fully enforceable against all third parties.
How to Complete a Merger in France?
A merger in France follows a defined legal process governed by the Code de commerce. Our lawyers manage every procedural step to ensure your operation is valid, compliant, and completed on time.
Preliminary Legal & Financial Audit
We conduct a full review of both companies — articles of association, share capital, liabilities, existing contracts, and regulatory authorisations — to identify any issues that must be resolved before the merger proceeds.
Drafting the Merger Treaty
Our lawyers draft the traité de fusion, the central legal document that defines the terms of the operation: exchange ratio, effective date, transfer of patrimony, and conditions precedent. This document is signed by the management of both entities.
Appointment of the Merger Auditor
Where required by law, a commissaire à la fusion is appointed by the court to verify the fairness of the exchange ratio and the value of the transferred assets. We coordinate this appointment and liaise with the auditor throughout.
Shareholder Approval
An extraordinary general meeting (assemblée générale extraordinaire) is convened in each company to approve the merger treaty. We draft all convocation notices, agendas, and minutes, and ensure quorum and majority requirements are met.
Legal Notice Publication
The merger must be published in an authorised legal journal (journal d'annonces légales) to notify creditors and third parties. We manage this publication and monitor the creditor opposition period.
Registration with the Greffe
We file the complete merger dossier with the Greffe du Tribunal de commerce, obtain the updated Kbis for the absorbing entity, and confirm the dissolution of the absorbed company in the commercial register.
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What We Need From You to Complete Your Merger?
To prepare and file your merger dossier efficiently, we will require the following from both companies involved.
Corporate Documents
Current Kbis, articles of association, and shareholder register for both the absorbing and absorbed companies.
Financial Statements
The last three approved annual accounts for each entity, along with any interim financial statements required for the merger audit.
Shareholder Information
Full identification details for all shareholders of both companies, including percentage of ownership and any shareholder agreements in force.
Existing Contracts & Licences
A list of material contracts, regulatory licences, and third-party agreements that will transfer to the absorbing entity as part of the operation.
Employee Information
Current headcount, employment contracts, and any collective agreements in force — required to assess labour law obligations arising from the merger.
And Then?
Once we have received these documents, our legal team takes full control of the process — drafting the merger treaty, coordinating the auditor, convening shareholder meetings, managing publication, and filing with the greffe. You are kept informed at every stage until the absorbing company's updated Kbis is in your hands.
Merger in France — Simple Process, Clear Budget
Fixed legal fee agreed before the mandate begins — no hourly billing
Third-party costs — commissaire à la fusion, greffe fees, legal notice publication — invoiced at cost, line by line
No hidden charges. Transparent process. Full legal management included.
Our commitment:
No surprise fees
No intermediaries
Only qualified lawyers
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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 Merger in France
Can a foreign company merge with a French company?
Yes. A foreign company can merge with a French entity, provided the operation complies with both French law and the law of the foreign company’s jurisdiction. For mergers involving entities from different EU member states, the cross-border merger directive applies, and additional procedural requirements must be met. Our lawyers manage both the French law aspects and coordination with foreign counsel where required. In all cases, the absorbing entity must be validly constituted under French law and properly registered with the greffe upon completion.
What taxes apply to a merger in France?
French law provides a preferential tax regime (régime spécial des fusions) under which capital gains realised on the transfer of assets from the absorbed to the absorbing company are exempt from immediate corporate tax, provided certain conditions are met. The absorbing company must record the assets at their historical book value and commit to calculating future gains on the same basis. VAT does not apply to the transfer of a going concern (transmission universelle de patrimoine) where the absorbing entity is also a taxable person. We work with our accounting team to ensure the merger is structured to qualify for the preferential regime from the outset.
Can creditors oppose a merger in France?
Yes. Following publication of the merger notice in the legal journal, creditors of the absorbed company have a period of 30 days within which to file an opposition before the competent court. An opposition does not automatically block the merger, but the court may require the provision of guarantees or the repayment of the debt before the operation proceeds. We monitor the opposition period and manage any creditor challenges that arise, ensuring they do not delay completion beyond the necessary minimum.
What is the difference between a merger and an acquisition in France?
A merger (fusion) involves the complete legal combination of two entities into one, with the absorbed company ceasing to exist and its shareholders receiving shares in the absorbing company. An acquisition (cession de titres) involves one company purchasing the shares or assets of another, with both entities continuing to exist as separate legal persons. A merger triggers the universal transfer of patrimony by operation of law. An acquisition requires individual transfer of each asset and contract. The appropriate operation depends on your commercial objectives, tax position, and the structure of both companies.
What happens to employees when two companies merge?
All employment contracts transfer automatically to the absorbing company by operation of Article L.1224-1 of the French Code du travail. Employees cannot be dismissed solely by reason of the merger. Their existing terms and conditions — salary, seniority, benefits — must be maintained. Where the absorbed company had a works council (comité social et économique), an information and consultation procedure must be completed before the operation is finalised. We advise on labour law obligations at the outset and ensure all required procedures are completed within the applicable timeframes.
How long does a merger take in France?
Timeline overview:
| Stage | Duration |
| Preliminary audit & drafting | 2–4 weeks |
| Shareholder approval & publication | 4–6 weeks |
| Creditor opposition period | 30 days minimum |
| Greffe registration & Kbis update | 1–2 weeks |
The total process typically takes three to four months from mandate to completion. Operations involving a commissaire à la fusion, cross-border elements, or complex shareholding structures may require additional time.
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Speak directly with our French accounting and legal experts for a Free Initial Consultation — tailored to your company’s needs.
Manage Your French Accounting with Ease
Let our bilingual accountants and lawyers handle your bookkeeping, VAT, and tax filings — fully compliant, stress-free, and on time.
More About Mergers in France
Who can initiate a merger in France?
Any legally constituted French company — SARL, SAS, SASU, EURL, SCI, or SA — may initiate or participate in a merger, provided the decision is approved by the requisite shareholder majority in each entity. Foreign companies may also participate in a merger involving a French entity, subject to additional cross-border procedural requirements under French and European law.
What documents are required to file a merger?
The merger dossier filed with the Greffe du Tribunal de commerce must include the signed merger treaty (traité de fusion), the extraordinary shareholder meeting minutes of both companies, the commissaire à la fusion report where applicable, proof of legal notice publication, the updated articles of association of the absorbing entity, and the dissolution certificate of the absorbed company. Our lawyers compile and verify the complete dossier before submission.
Is a merger auditor always required?
A commissaire à la fusion is mandatory when the merger involves a société anonyme (SA) or when shares are being issued as consideration for the absorbed entity. For mergers between simplified structures such as SAS or SARL where the absorbing company holds 100% of the absorbed company’s shares, a simplified procedure applies and the appointment of an auditor may not be required. Our lawyers confirm the applicable procedure at the outset of the mandate.
What is the exchange ratio and how is it calculated?
The exchange ratio (rapport d’échange) defines how many shares in the absorbing company each shareholder of the absorbed company will receive in return for surrendering their existing shares. It is determined by comparing the relative valuations of both entities, taking into account net asset value, earnings capacity, and market position. Where a commissaire à la fusion is appointed, they independently verify the fairness of the ratio proposed by the management of both companies.
Can a merger be completed remotely?
Yes. Our entire merger mandate is managed remotely. Documents are exchanged and signed electronically where permitted by French law. All filings with the greffe, legal notice publications, and authority correspondence are handled directly by our lawyers. Neither the management nor the shareholders of either company are required to be physically present in France at any stage of the process.
What are the greffe filing fees for a merger?
Greffe fees for a merger filing vary depending on the nature of the operation and the entities involved. They typically include the registration fee for the merger itself, the fee for updating the absorbing company’s commercial register entry, and the fee for the dissolution of the absorbed entity. All third-party disbursements are invoiced to the client at cost, transparently and line by line, with no mark-up applied by our firm.
What is a simplified merger in France?
A simplified merger (fusion simplifiée) applies when the absorbing company already holds 100% of the shares of the absorbed company. In this case, no share exchange takes place, shareholder approval in the absorbed company is not required, and the appointment of a commissaire à la fusion may be dispensed with. The process is faster and less costly than a standard merger, while producing the same legal effect of universal transfer of patrimony.
Can a merger be reversed once filed?
No. Once the merger has been registered with the greffe and the absorbed company has been dissolved, the operation is legally irreversible. The absorbed company ceases to exist and all its assets, liabilities, and contracts have transferred by operation of law to the absorbing entity. This is precisely why the preliminary audit and the legal drafting phase are critical — errors identified before filing can be corrected; errors identified after registration cannot.
