Conversion
Conversion of a SARL into an SAS, an SAS into an SA, an SCI into an SCP. Adaptation of the articles, consequences for the director's social security status, intervention of the conversion auditor.
→ Corporate · Sub-expertise
Internal restructuring operations — conversion, merger, demerger, partial business contribution — are powerful reorganization levers, but their legal, tax and social security consequences are significant. We structure these operations in close coordination with your tax adviser to secure implementation and preserve the favorable regimes.
→ What we cover
Conversion of a SARL into an SAS, an SAS into an SA, an SCI into an SCP. Adaptation of the articles, consequences for the director's social security status, intervention of the conversion auditor.
Merger by absorption or merger by creation of a new company. Preparation of the merger agreement, exchange ratio, auditors' reports, publicity formalities, creditors' opposition.
Full demerger (the company transfers all of its assets to several companies) or partial demerger. Coordination with the tax and social security considerations of the transfer.
Transfer of a complete business line to a company (existing or newly created) in exchange for shares. Favorable tax regime subject to strict conditions.
Dissolution without liquidation through the merger of a subsidiary's assets and liabilities into its parent company holding 100% of the capital. A group-simplification tool.
Coordination with your tax adviser to benefit from the favorable regimes (Article 210 A et seq. of the French Tax Code): tax neutrality subject to continuity conditions.
→ Our approach
01
Analysis of the current situation, the objectives (simplification, tax optimization, fundraising, preparation for a sale) and choice of the most suitable scheme.
02
Drafting of the merger agreement / contribution plan / demerger plan, appointment of the auditors, preparation of the corporate resolutions and the reports.
03
Holding of the extraordinary general meetings of the companies concerned, voting of the resolutions, management of any creditors' oppositions.
04
Completion date, effective transfer of the assets and liabilities, updating of the registers, registry filing, legal publication, tax filings.
→ Who we help
Conversion to benefit from the flexibility of the SAS (governance, share classes) in order to welcome investors. Adaptation of the articles and the director's social security regime.
Merger by absorption of a subsidiary by its parent to reduce the number of entities, pool support functions and benefit from the favorable tax regime.
Carving out a business line into a dedicated company by way of a partial contribution, in order to sell it separately (carve-out) while retaining the other activities.
Demerger of a family company into several entities allocated to different heirs, to prepare an equitable transmission suited to each person's projects.
→ Q&A
A merger transfers all of one company's assets and liabilities (and the company disappears) to another. A partial business contribution transfers only a business line, and the contributing company continues to exist. The favorable tax regime applies to both operations, subject to conditions.
Yes, in most cases: conversion auditor, merger auditor, contributions auditor. Their role is to assess the value of the transferred assets and the exchange ratio, and to issue an appraisal report.
Between 3 and 6 months on average. The main stages: preparation of the agreement (4-6 weeks), appointment and work of the auditors (4-8 weeks), publicity and creditors' opposition period (one month minimum), extraordinary general meeting and formalities (2-3 weeks).
The favorable tax regime (neutrality) is conditional on strict undertakings (continuity of activity, retention of the shares, carrying value). A challenge may result in the taxation of latent capital gains. Joint work with your tax adviser is indispensable.
→ Go further
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