Reorganising a group, absorbing a subsidiary, isolating a risky business line, preparing a transmission or bringing in an investor: restructuring operations serve precise strategic objectives. Poorly conducted, they expose you to tax reassessments, creditor challenges or the operation being called into question.
Maître Léa Scemama advises on and implements corporate restructuring operations in Paris, constantly connecting the legal, tax and governance issues.
The merger
A merger combines two companies into one. The absorbed company transfers its entire estate to the absorbing company and disappears, its partners receiving shares in the beneficiary company. The operation requires draft merger terms, a valuation of contributions, respect for the creditors right of opposition and approval by the meetings. The firm manages the whole process and secures the favourable tax regime where the conditions are met.
The partial asset contribution
A partial asset contribution allows the transfer of an autonomous business line to another company in exchange for shares. It is a preferred tool to isolate an activity, prepare its sale, hive down a division or ring-fence a risk. Placed under the demerger regime, it can benefit from tax neutrality subject to conditions.
The demerger
A demerger consists of splitting a company's estate between several beneficiary companies. It is often used to separate activities that have become incompatible, organise the exit of partners or prepare a family transmission. Its implementation requires great rigour in allocating assets and liabilities and in protecting creditors.
Company conversion
Changing corporate form — from an SARL to an SAS, from a civil company to a commercial company — often reflects a change of scale: opening the capital, evolving governance, modifying the manager social regime. Conversion does not create a new legal entity but follows a precise procedure, sometimes requiring a conversion auditor.
Capital operations
Capital increase, reduction, accordion operation, redemption: capital operations support growth, financial recovery or the entry of new partners. The firm ensures their legal regularity and consistency with the shareholders agreement and the financing strategy.
Why a lawyer for your restructuring?
These operations combine company law, taxation and sometimes employment law. An error of sequence or classification can cost the benefit of the favourable regime. The firm coordinates the operation with your advisers and connects it with your transfer or fundraising projects.
Frequently asked questions
What is a merger by absorption?
It is the operation by which one company (the absorbing company) receives the entire estate of another (the absorbed company), which disappears. The partners of the absorbed company receive shares in the absorbing company in exchange. It is a universal transfer of assets, tightly regulated.
Why convert an SARL into an SAS?
Conversion into an SAS offers greater statutory freedom, facilitates the entry of investors and changes the manager social regime. It requires, however, a precise procedure, sometimes a conversion auditor, and a prior analysis of the tax and social consequences.
Does a restructuring trigger immediate taxation?
Not necessarily. Many operations (mergers, partial asset contributions under the favourable regime) may benefit from deferral or tax neutrality, subject to conditions. Rigorous structuring is essential to benefit from it.
How long does a merger take?
A standard merger generally requires several months, due to the draft terms, any reports, the creditors opposition period (30 days) and the meetings to be held. The timetable must be planned precisely.