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Change of corporate object or legal form

A specific procedure is described by the Company Law applicable to a public limited liability company, a partnership limited by shares, a private limited liability company or a cooperative limited liability company that wants to change the corporate object or legal form described in the bylaws.

The decision to change the corporate object or the legal form of a company shall be taken by the Extraordinary General meeting of the Shareholder(s) under the following conditions:

  • Legal conditions so that such meeting is validly held;
  • Quorum: 1/2 of the company’s share capital represented;
  • Majority: 2/3 of the shareholders represented;
  • Particularity: the decisions made during such meeting must be approved by the directors (unless stipulated otherwise in the company’s articles of association).

Any modification to the statutes of a company must be notarised and registered with the Trade and Companies Register, RCS (“Registre de Commerce et des Sociétés”), by lodging the modified articles of association for publication purposes.

The holders of shares issued pursuant to Article 44 shall be entitled to vote in every general meeting called upon to deal with any change to its corporate object or legal form;

Company Law art.44:

‘‘(1) Non-voting shares representing capital may be issued only on the following conditions:

  • they may not represent more than half of the corporate capital;
  • they must, in case of distribution of profits, confer the right to a preferential and cumulative dividend corresponding to a percentage of their nominal value or accounting par value determined by the articles, without prejudice to any right which may be given to them in the distribution of any surplus profits;
  • they must confer a preferential right to the reimbursement of the contribution, without prejudice to any right which may be given to them in the distribution of liquidation proceeds.

(2) If the condition provided for in 1) is not, or ceases to be, fulfilled, the shares in question shall ipso jure and notwithstanding any provision to the contrary, have the voting rights provided for in Articles 67 and 67-1 without prejudice to the right conferred upon them by Article 46. The same shall apply to any shares to which the rights provided for in 2) and 3) are not, or cease to be, attached.”

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