Glossary entry (derived from question below)
French term or phrase:
commissaire à la scission
English translation:
demerger auditor
Added to glossary by
Jack Dunwell
May 8, 2017 07:16
7 yrs ago
9 viewers *
French term
France
commissaire à la scission
French to English
Law/Patents
Law (general)
Transfer of assets in contribution for share capital
The President is asking the sole shareholder to pass a resolution on valuing assets on transfer
Either to appoint a "commissaire à la scission" or a "commissaire aux apports".
The first literally relates to valuation of assets on "demerger" and the second to valuation of assets on "transfer of assets in contribution for share capital".
I have drafted "Statutory Valuer"
I should be grateful for ideas (and yes I have read other ProZ entries)
Either to appoint a "commissaire à la scission" or a "commissaire aux apports".
The first literally relates to valuation of assets on "demerger" and the second to valuation of assets on "transfer of assets in contribution for share capital".
I have drafted "Statutory Valuer"
I should be grateful for ideas (and yes I have read other ProZ entries)
Proposed translations
(English)
| 3 | demerger auditor/valuer |
AllegroTrans
|
| 4 -1 | demerger liquidator |
Francois Boye
|
Proposed translations
3 hrs
AllegroTrans
United Kingdom
United Kingdom
Native in English
Specializes in field
United Kingdom
Sensible solutions
Native in: English (Variant: Wessexois) 
Works in: French to English, English, English to French
Related KudoZ points
:
1362
Selected
demerger auditor/valuer
I believe his/her functions are twofold
Rôle du commissaire à la scission
2504
La désignation en justice d’un ou de plusieurs commissaires dits à la scission s’impose dès lors que les sociétés participant à l’opération de scission sont des sociétés par actions (SA, SAS, SCA) ou des SARL. Ce commissaire exerce sa mission dans les mêmes conditions que celles prévues pour les fusions.
Ce ou ces commissaires doivent vérifier que les valeurs attribuées aux actions ou aux parts de la société scindée et des sociétés bénéficiaires sont pertinentes et que le rapport d’échange est équitable. En outre, ils doivent dans le rapport apprécier la valeur des apports en nature et, le cas échéant, celle des avantages particuliers (c. com. art. L. 236-10, sur renvoi des articles L. 236-16 et L. 236-23 pour les SARL).
Les rapports sont présentés aux associés ou actionnaires de la société scindée et de chaque société bénéficiaire.
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Note added at 3 hrs (2017-05-08 10:45:10 GMT)
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For Belgium:
Mergers and demergers
Special mission of the statutory auditor
For mergers and demergers, specific procedures are prescribed by the Companies Code. The merger or demerger proposal drafted by the board of directors must be filed at the commercial court at least 6 weeks before the general meeting of shareholders of each company involved.
If a company, involved in the merger / demerger, does not have a statutory auditor, it will have to appoint an auditor (member of the IBR / IRE) or an external accountant.
Responsbility of the auditor
It is the responsbility of the auditor / external accountant to report on the merger / demerger proposal as per the standard set by the IBR / IRE: Normen inzake de controle van fusie- en splistingsverrichtingen van handelsvennootschappen / Normes relatives au contrôle des opérations de fusion et de scission de sociétés commerciales. Reporting is in particular required on:
The proposed exchange ratio between shares
The valuation methods used
The auditor describes the valuation methods used based on which the exchange ratio has been fixed. He also examines the weight attributed to each method. The report conclusion determines whether the exchange ratio is reasonable and whether the valuation methods used are appropriate and justified. The auditor may require any information needed on all matters examined from all the companies involved in the merger / demerger.
Responsibility of the board of directors
The board of directors of each company also has to prepare a specific report to further explain and justify the merger / demerger (unless all shareholders of all companies involved agree not to require one). The merger / demerger proposal and the reports of the auditor and of the board is presented to the shareholders of each company involved in the merger / demerger. The financial statements of the 3 preceding years should also be made available to the shareholders, together with the related reports of the board of directors and of the statutory auditor, if applicable.
If the merger / demerger proposal is to be filed at the commercial court more than six months after the end of the previous financial year, and if no interim financial statements have been prepared for the first half-year, a statement of assets and liabilities (drawn up as of a date not older than three months) must be prepared and made available for each company, unless all shareholders of all companies involved agree not to require one. The merger / demerger (and related change in the articles of association / bylaws) is effective only after approval by the shareholders of each company involved, in a meeting held in front of a notary and transcribed in an official notary deed.
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Note added at 3 hrs (2017-05-08 10:45:58 GMT)
--------------------------------------------------
For Belgium:
Mergers and demergers
Special mission of the statutory auditor
For mergers and demergers, specific procedures are prescribed by the Companies Code. The merger or demerger proposal drafted by the board of directors must be filed at the commercial court at least 6 weeks before the general meeting of shareholders of each company involved.
If a company, involved in the merger / demerger, does not have a statutory auditor, it will have to appoint an auditor (member of the IBR / IRE) or an external accountant.
Responsbility of the auditor
It is the responsbility of the auditor / external accountant to report on the merger / demerger proposal as per the standard set by the IBR / IRE: Normen inzake de controle van fusie- en splistingsverrichtingen van handelsvennootschappen / Normes relatives au contrôle des opérations de fusion et de scission de sociétés commerciales. Reporting is in particular required on:
The proposed exchange ratio between shares
The valuation methods used
The auditor describes the valuation methods used based on which the exchange ratio has been fixed. He also examines the weight attributed to each method. The report conclusion determines whether the exchange ratio is reasonable and whether the valuation methods used are appropriate and justified. The auditor may require any information needed on all matters examined from all the companies involved in the merger / demerger.
Responsibility of the board of directors
The board of directors of each company also has to prepare a specific report to further explain and justify the merger / demerger (unless all shareholders of all companies involved agree not to require one). The merger / demerger proposal and the reports of the auditor and of the board is presented to the shareholders of each company involved in the merger / demerger. The financial statements of the 3 preceding years should also be made available to the shareholders, together with the related reports of the board of directors and of the statutory auditor, if applicable.
If the merger / demerger proposal is to be filed at the commercial court more than six months after the end of the previous financial year, and if no interim financial statements have been prepared for the first half-year, a statement of assets and liabilities (drawn up as of a date not older than three months) must be prepared and made available for each company, unless all shareholders of all companies involved agree not to require one. The merger / demerger (and related change in the articles of association / bylaws) is effective only after approval by the shareholders of each company involved, in a meeting held in front of a notary and transcribed in an official notary deed.
--------------------------------------------------
Note added at 5 hrs (2017-05-08 13:10:12 GMT)
--------------------------------------------------
MAYBE:
Prefix with "specialist"
Rôle du commissaire à la scission
2504
La désignation en justice d’un ou de plusieurs commissaires dits à la scission s’impose dès lors que les sociétés participant à l’opération de scission sont des sociétés par actions (SA, SAS, SCA) ou des SARL. Ce commissaire exerce sa mission dans les mêmes conditions que celles prévues pour les fusions.
Ce ou ces commissaires doivent vérifier que les valeurs attribuées aux actions ou aux parts de la société scindée et des sociétés bénéficiaires sont pertinentes et que le rapport d’échange est équitable. En outre, ils doivent dans le rapport apprécier la valeur des apports en nature et, le cas échéant, celle des avantages particuliers (c. com. art. L. 236-10, sur renvoi des articles L. 236-16 et L. 236-23 pour les SARL).
Les rapports sont présentés aux associés ou actionnaires de la société scindée et de chaque société bénéficiaire.
--------------------------------------------------
Note added at 3 hrs (2017-05-08 10:45:10 GMT)
--------------------------------------------------
For Belgium:
Mergers and demergers
Special mission of the statutory auditor
For mergers and demergers, specific procedures are prescribed by the Companies Code. The merger or demerger proposal drafted by the board of directors must be filed at the commercial court at least 6 weeks before the general meeting of shareholders of each company involved.
If a company, involved in the merger / demerger, does not have a statutory auditor, it will have to appoint an auditor (member of the IBR / IRE) or an external accountant.
Responsbility of the auditor
It is the responsbility of the auditor / external accountant to report on the merger / demerger proposal as per the standard set by the IBR / IRE: Normen inzake de controle van fusie- en splistingsverrichtingen van handelsvennootschappen / Normes relatives au contrôle des opérations de fusion et de scission de sociétés commerciales. Reporting is in particular required on:
The proposed exchange ratio between shares
The valuation methods used
The auditor describes the valuation methods used based on which the exchange ratio has been fixed. He also examines the weight attributed to each method. The report conclusion determines whether the exchange ratio is reasonable and whether the valuation methods used are appropriate and justified. The auditor may require any information needed on all matters examined from all the companies involved in the merger / demerger.
Responsibility of the board of directors
The board of directors of each company also has to prepare a specific report to further explain and justify the merger / demerger (unless all shareholders of all companies involved agree not to require one). The merger / demerger proposal and the reports of the auditor and of the board is presented to the shareholders of each company involved in the merger / demerger. The financial statements of the 3 preceding years should also be made available to the shareholders, together with the related reports of the board of directors and of the statutory auditor, if applicable.
If the merger / demerger proposal is to be filed at the commercial court more than six months after the end of the previous financial year, and if no interim financial statements have been prepared for the first half-year, a statement of assets and liabilities (drawn up as of a date not older than three months) must be prepared and made available for each company, unless all shareholders of all companies involved agree not to require one. The merger / demerger (and related change in the articles of association / bylaws) is effective only after approval by the shareholders of each company involved, in a meeting held in front of a notary and transcribed in an official notary deed.
--------------------------------------------------
Note added at 3 hrs (2017-05-08 10:45:58 GMT)
--------------------------------------------------
For Belgium:
Mergers and demergers
Special mission of the statutory auditor
For mergers and demergers, specific procedures are prescribed by the Companies Code. The merger or demerger proposal drafted by the board of directors must be filed at the commercial court at least 6 weeks before the general meeting of shareholders of each company involved.
If a company, involved in the merger / demerger, does not have a statutory auditor, it will have to appoint an auditor (member of the IBR / IRE) or an external accountant.
Responsbility of the auditor
It is the responsbility of the auditor / external accountant to report on the merger / demerger proposal as per the standard set by the IBR / IRE: Normen inzake de controle van fusie- en splistingsverrichtingen van handelsvennootschappen / Normes relatives au contrôle des opérations de fusion et de scission de sociétés commerciales. Reporting is in particular required on:
The proposed exchange ratio between shares
The valuation methods used
The auditor describes the valuation methods used based on which the exchange ratio has been fixed. He also examines the weight attributed to each method. The report conclusion determines whether the exchange ratio is reasonable and whether the valuation methods used are appropriate and justified. The auditor may require any information needed on all matters examined from all the companies involved in the merger / demerger.
Responsibility of the board of directors
The board of directors of each company also has to prepare a specific report to further explain and justify the merger / demerger (unless all shareholders of all companies involved agree not to require one). The merger / demerger proposal and the reports of the auditor and of the board is presented to the shareholders of each company involved in the merger / demerger. The financial statements of the 3 preceding years should also be made available to the shareholders, together with the related reports of the board of directors and of the statutory auditor, if applicable.
If the merger / demerger proposal is to be filed at the commercial court more than six months after the end of the previous financial year, and if no interim financial statements have been prepared for the first half-year, a statement of assets and liabilities (drawn up as of a date not older than three months) must be prepared and made available for each company, unless all shareholders of all companies involved agree not to require one. The merger / demerger (and related change in the articles of association / bylaws) is effective only after approval by the shareholders of each company involved, in a meeting held in front of a notary and transcribed in an official notary deed.
--------------------------------------------------
Note added at 5 hrs (2017-05-08 13:10:12 GMT)
--------------------------------------------------
MAYBE:
Prefix with "specialist"
Note from asker:
| Article L. 236-10 I. - Unless the shareholders of the companies participating in the merger decide otherwise under the conditions set out in II of this article, one or several auditors specializing in mergers appointed by a judicial decision and subject in respect of the participating companies to the incompatibilities set out in Article L. 822-11, shall draft a written report on the terms and conditions of the merger as their personal responsibility. |
4 KudoZ points awarded for this answer.
Comment: "Auditors issue reports. Audit reports.I think it's a Demerger Auditor Chris"
-1
18 hrs
Francois Boye
United States
United States
Native in French
United States
An economic geek with social skills
Native in: French
Works in: English to French, French to English, Spanish to English, and 1 more.
Related KudoZ points
:
104
demerger liquidator
http://www.moorestephens.co.uk/MediaLibsAndFiles/media/Moore...
When undertaking a DEMERGER, the LIQUIDATOR will typically
transfer part of the business or assets to one new company and
part of the business or assets to a second new company in
consideration of the issue of shares in the new companies to the
existing shareholders in their original proportions.
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Note added at 20 hrs (2017-05-09 03:46:30 GMT)
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Insolvency Act 1986, s 110—liquidation demerger
A liquidation demerger involves a distribution of assets using the Insolvency Act 1986 (IA 1986), s 110—such a demerger is sometimes also known as a section 110 demerger.
A distribution by the liquidator of assets of the target company directly to shareholders would be likely to crystallise a capital gain for them. Therefore the distribution is normally made indirectly to two Newcos, under IA 1986, s 110. Each Newco would hold one of the demerged businesses, and each would issue shares to the shareholders. Subject to clearance, reconstruction relief should prevent the demerger from creating taxable capital gains at either shareholder or company level.
For further information on liquidation demergers, see Practice Notes: Insolvency Act 1986 s 110 arrangements and Liquidation demergers and Checklist: Insolvency Act 1986, section 110 Arrangements—checklist and steps to take.
When undertaking a DEMERGER, the LIQUIDATOR will typically
transfer part of the business or assets to one new company and
part of the business or assets to a second new company in
consideration of the issue of shares in the new companies to the
existing shareholders in their original proportions.
--------------------------------------------------
Note added at 20 hrs (2017-05-09 03:46:30 GMT)
--------------------------------------------------
Insolvency Act 1986, s 110—liquidation demerger
A liquidation demerger involves a distribution of assets using the Insolvency Act 1986 (IA 1986), s 110—such a demerger is sometimes also known as a section 110 demerger.
A distribution by the liquidator of assets of the target company directly to shareholders would be likely to crystallise a capital gain for them. Therefore the distribution is normally made indirectly to two Newcos, under IA 1986, s 110. Each Newco would hold one of the demerged businesses, and each would issue shares to the shareholders. Subject to clearance, reconstruction relief should prevent the demerger from creating taxable capital gains at either shareholder or company level.
For further information on liquidation demergers, see Practice Notes: Insolvency Act 1986 s 110 arrangements and Liquidation demergers and Checklist: Insolvency Act 1986, section 110 Arrangements—checklist and steps to take.
Peer comment(s):
| disagree |
Adam Warren
: Respectfully, the business does not terminate, but is passed on to the resulting entity. "Liquidation" is out of place here.
2 days 8 hrs
|
|
how do you dismiss the references above? liquidation = liquidation of the target company
|
Discussion