Key Benefits:
The National Assembly and Senate have adopted,
The President of the Republic promulgates the following law:
I. -The transformation of a good or contract referred to in the I of Article 125-0 A of the General Tax Code, whose premiums paid are allocated to the acquisition of rights which are not expressed in units of account referred to in the second subparagraph of the Article L. 131-1 of the Insurance Code, in a good or contract referred to in the I of Article 125-0 A of the General Tax Code, of which a share or all of the premiums paid are allocated to the acquisition of rights expressed in the aforementioned units of account Does not result in the tax consequences of a outcome. The products on the good or contracts, on the date of their conversion, shall be treated as premiums paid for the application of the provisions of Articles L. 136-6, L. 136-7, L. 245-14 and L. 245-15 of the Social Security Code, of the Articles 15 and 16 of Order No. 96-50 of 24 January 1996 on the repayment of social debt and of Article 11 of Act No. 2004-626 of 30 June 2004 on solidarity for the autonomy of the elderly and persons When, in application of the same provisions, these products have been submitted, Their account entry, levies and contributions applicable on that date.
II. -Title IV of the book Ier of the Insurance Code is supplemented by a Chapter II thus drafted:
"Chapter II
" Art. L. 142-1. -Life insurance undertakings shall be authorised to contract, in the form of group insurance contracts as defined in Article L. 141-1, under the conditions laid down in this Chapter, undertakings in the event of life or in the event of Death not related to cessation of employment, with the exception of temporary insurance liabilities in the event of death, which result in the establishment of a provision to absorb fluctuations in the assets of the contract and on which Each member has an individual right in the form of shares.
" Art. L. 142-2. -Notwithstanding the provisions of the Code of Trade relating to social accounts, the insurance undertaking shall establish, for each contract, an auxiliary allocation accounting.
" Art. L. 142-3. -In the event of insufficient representation of the commitments of a contract, the insurance undertaking perfect this representation by adding assets representative of its reserves or provisions other than those representative of its commitments Regulated. Where the level of representation of its commitments under this contract permits, the insurance undertaking shall reassign assets of the contract to the representation of other reserves or provisions.
" Art. L. 142-4. -A decree of the Council of State shall specify the technical rules and the conditions of application of this Chapter, in particular cases where, notwithstanding Article L. 132-23, contracts are either non-binding or transferable. "
III. -The single chapter of Title IV of Book I of the same Code becomes Chapter I, and Articles L. 140-1 to L. 140-6 of the same Code become Articles L. 141-1 to L. 141-6.
IV. -The contracts referred to in Article L. 142-1 of the same Code shall be subject to the same scheme as contracts in units of account for the application of the provisions of Article 125-0 A of the General Tax Code, Articles L. 136-6, L. 136-7, L. 245-14 and L. 245-15 of the Social Security Code, Articles 15 and 16 of Ordinance No. 96-50 of 24 January 1996 and of Article 11 of Act No. 2004-626 of 30 June 2004.
I. -After the first subparagraph of I of Article 199 terdecies-0 A of the General Tax Code, a paragraph shall be inserted as follows: '
' For the determination of the percentage provided for in the first subparagraph, the interests of venture capital companies, single-personal venture companies, regional development companies and financial firms of innovation shall not Are not taken into account on the condition that there is no non-arm's length relationship within the meaning of Article 39 of Article 39 between the recipient company and the latter companies. Similarly, this percentage does not take into account the investments of mutual funds, proximity investment funds or mutual funds in innovation. "
II. -The provisions of the I apply to payments made as of January 1, 2005.
I. -subject to a separate taxation at the rate of 0 % the net amount of the long-term capital gains relating to assignments of shares referred to in the third paragraph of subparagraph (d) of Article 219 of the General Tax Code As part of an admission to negotiations on a market for financial instruments aimed at financing small and medium-sized enterprises and offering guarantees for the good information of investors. The list of contracts of financial instruments benefiting from this measure shall be fixed by order of the Minister responsible for the economy.
For the assignments referred to in the preceding paragraph, a share of costs and expenses equal to 5 % of the net result of the Capital gains are taken into account in determining the taxable result.
II. -The provisions of the I apply to assignments made as of May 17, 2005.
They cease to apply for assignments made in respect of fiscal years beginning on or after January 1, 2007
The second subparagraph of Article 223 f of the General Tax Code Is deleted.
I. -The third paragraph of Article L. 225-37 of the Commercial Code reads as follows:
" Except where the Council is convened to carry out the operations referred to in Articles L. 232-1 and L. 233-16 and unless otherwise provided for in the Statute, the rules of procedure may provide that, for the purpose of calculating the quorum and the majority, the rules of procedure shall be deemed to be present. Directors who participate in the meeting by means of videoconferencing or telecommunication enabling them to be identified and guaranteed their effective participation, whose nature and conditions of application are determined by Council of State decree. The statutes may limit the nature of decisions that may be taken at a meeting under these conditions and may provide for a right of objection to the benefit of a specified number of directors. "
II. -The third paragraph of Article L. 225-82 of the Code reads as follows: '
' Except where the Council is convened to carry out the operations referred to in the fifth paragraph of Article L. 225-68 and unless otherwise provided for in the Statute, the rules of procedure may provide that, for the purposes of calculating the quorum and the Majority, members of the supervisory board who participate in the meeting by means of videoconferencing or telecommunication enabling them to be identified and guaranteed their effective participation, including the nature and conditions Application are determined by decree in the Council of State. The statutes may limit the nature of decisions that may be taken at a meeting under these conditions and provide for a right of objection to the benefit of a specified number of members of the supervisory board. "
I. -The second paragraph of Article L. 225-96 of the Commercial Code reads as follows:
" It shall be valid only if the shareholders present or represented at least have at least one quarter and, on the second convocation, the fifth of the shares having the right to vote. Failing that, the second meeting may be extended to a later date not more than two months after the date on which it was convened. In societies that do not rely on savings, the statutes may provide for higher quality quorums. "
II. -The first sentence of the second subparagraph of Article L. 225-98 of the Code is replaced by the
two sentences: It shall deliberate on first convocation only if the shareholders present or represented have at least the fifth of the voting shares. In non-public companies, the statutes may provide for a higher quorum. "
III. -The penultimate subparagraph of Article L. 225-99 of the same code is worded as
: Special meetings shall be valid only if the shareholders present or represented have at least one third and, on the second convocation, the fifth of the shares having the right to vote on the first convocation of the meeting and of which it is Proposed to amend the rights. Failing that, the second meeting may be extended to a later date not more than two months after the date on which it was convened. In societies that do not rely on savings, the statutes may provide for higher quality quorums. "
I. -At the beginning of the last paragraph of Article L. 225-37 of the Commercial Code, the following words are inserted: In companies making use of savings, ".
II. -At the beginning of the last paragraph of Article L. 225-68 of the Code, the following words shall be inserted: In companies that use savings, ".
I. -The trade code is thus amended:
1 ° After Article L. 225-42, it is inserted an Article L. 225-42-1 as follows:
" Art. L. 225-42-1. -In companies whose securities are admitted to negotiations on a regulated market, the commitments made to their chairmen, directors-general or delegated general directors, by the company itself or by any controlled company Or who controls within the meaning of Article L. 233-16 of Article L. 233-16, and corresponding to elements of remuneration, allowances or benefits due or liable to be due to the termination or change of these functions, or subsequently Articles L. 225-38 and L. 225-40 to L. 225-42." ;
2 ° After Article L. 225-90, an Article L. 225-90-1 reads as follows:
" Art. L. 225-90-1. -In companies whose securities are admitted to negotiations on a regulated market, commitments made to the benefit of a member of the Executive Board, by the company itself or by any company controlled or controlled within the meaning of II and III of Article L. 233-16, corresponding to elements of remuneration, allowances or benefits due or likely to be caused by reason of the termination or change of those functions, or subsequent to them, shall be subject to the provisions Articles L. 225-86 and L. 225-88 to L. 225-90. ' ;
3 ° After Article L. 225-22, an Article L. 225-22-1 reads as follows:
" Art. L. 225-22-1. -In companies whose securities are admitted to negotiations on a regulated market, in the case of appointment to the functions of President, Director General or Associate Director General of a person linked by a contract of employment to the company or The provisions of the said contract corresponding, where appropriate, to elements of remuneration, allowances or benefits due or liable to be due to any company controlled or controlled by the Reason for the termination or change of these functions, or subsequent to them, are Subject to Articles L. 225-38 and L. 225-40 to L. 225-42. ' ;
4 ° After Article L. 225-79, an Article L. 225-79-1 reads as follows:
" Art. L. 225-79-1. -In companies whose securities are admitted to negotiations on a regulated market, in the case of appointment to the duties of a member of the Executive Board of a person bound by a contract of employment to the company or any controlled company or which Control within the meaning of Article L. 233-16 of Article L. 233-16, the provisions of that contract corresponding, where appropriate, to elements of remuneration, allowances or benefits due or liable to be due to the termination or change Of these functions, or subsequent to them, are subject to the provisions of Articles L. 225-86 and L. 225-88 to L. 225-90. "
II. -The provisions of the I shall apply to agreements concluded on or after 1 May 2005.
I. -Article L. 225-102-1 of the Commercial Code is hereby amended:
1 ° After the second subparagraph, a paragraph shall be inserted as
: This report shall describe by distinguishing the fixed, variable and exceptional elements comprising such remuneration and benefits and the criteria under which they have been calculated or the circumstances under which they have been established. It shall also indicate the undertakings of all kinds, taken by the company for the benefit of its social agents, corresponding to elements of remuneration, allowances or benefits due or liable to be due to the taking, of the Termination or change of these functions or subsequent to them. The information given in this regard must specify how these commitments are to be determined. Except in cases of good faith, payments made and commitments made in disregard of the provisions of this paragraph may be cancelled." ;
2 ° After the fourth paragraph, a paragraph shall be inserted as follows:
" The provisions of the last two paragraphs of Article L. 225-102 shall apply to the information referred to in this Article." ;
3 ° In the first sentence of the last paragraph, the words: " And second " Are replaced by the words: " To third ".
II. -After the second sentence of the third subparagraph of Article L. 225-235 of the same code, the following sentence shall be inserted:
" In particular, they attest to the accuracy and sincerity of the information referred to in the first three paragraphs of Article L. 225-102-1. "
Article 7 of Law No. 84-834 of 13 September 1984 on the age limit in the civil service and the Public sector is thus written:
" Art. 7. -In the absence of any special provisions laid down in the laws or regulations governing the establishment, the age limit of the Presidents of the Boards of Directors, Directors General and Directors of Public Institutions The State is set at sixty-five years. However, officials or magistrates whose age limit is set at sixty-eight years under Article 1 shall continue to preside, until they reach that limit, to the public institutions whose statutes confer on them Right the presidency.
" The age limit rules do not prevent the incumbents of the functions mentioned in the preceding paragraph from being held in office, beyond that limit, to continue to exercise them on an acting basis.
" For public officials who are placed outside their original bodies in order to take up the functions referred to in the first subparagraph, the rules laying down an age limit in their original bodies shall not prevent such agents from exercising those functions Until they reach the age limit set for them. In this case, the cancellation of the executives and the liquidation of the pension shall be deferred to the date of termination of the duties. These provisions shall also apply to public officials placed outside their original bodies in order to serve as Chairman of the Board of Directors, Director General, Chief Executive Officer or Member of the Executive Board of a company Of which the State, other legal entities of public law or public undertakings jointly own, directly or indirectly, more than half of the capital. "
I. -Title II of Book II of the Commercial Code is supplemented by a Chapter IX so drafted:
"Chapter IX
" From European Company
" Art. L. 229-1. -European companies registered in France in the register of trade and companies shall have legal personality from their registration.
" European society shall be governed by the provisions of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the status of European company, those of this Chapter and those applicable to public limited-liability companies not contrary to These.
" European society shall be subject to the provisions of Article L. 210-3. The registered office and the central administration of European society cannot be dissociated.
" Art. L. 229-2. -Any European company regularly registered in the register of trade and companies may transfer its registered office to another Member State. It establishes a transfer project. This project is submitted to the Registry of the Court in the jurisdiction of which the company is registered and is the subject of an advertisement whose terms are laid down by decree in the Council of
. The transfer of seats shall be decided by the extraordinary general meeting in accordance with the conditions laid down in Article L. 225-96 and shall be subject to the ratification of the special meetings of shareholders referred to in Articles L. 225-99 and L. 228-35-6
In the event of opposition to the operation, the shareholders may obtain the redemption of their shares under the conditions laid down by decree in the Council of
. The proposed transfer of seats shall be submitted to the special meetings of the holders of investment certificates, acting in accordance with the rules of the general meeting of shareholders, unless the company acquires these securities on request of their shareholders. And that this acquisition was accepted by their Special Assembly. The offer of acquisition shall be subject to publicity, the details of which shall be laid down by decree in the Council of State. Any holder of investment certificates who have not sold their securities within the period fixed by decree in the Council of State shall remain subject to an exchange of these investment certificates and voting rights against shares.
" The transfer project is submitted to the company's meeting of bondholders, unless the redemption of the securities on the basis of a request from them is offered to the bondholders. The offer for reimbursement shall be subject to publicity, the details of which shall be laid down by decree in the Council of State. Any obligor that has not requested the repayment within the time limit fixed by decree in the Council of State retains its quality in the company under the conditions laid down in the transfer
. Non-bondholders of the company transferring its seat and whose claim is earlier than the transfer of the seat may file opposition to it within the time limit fixed by decree in the Council of State. A court decision rejects the opposition or orders either the repayment of the claims or the constitution of guarantees if the company transferring its registered office and if they are considered sufficient. In the absence of repayment of the claims or the constitution of the guarantees ordered, the transfer of a seat is unenforceable against those creditors. A creditor's opposition does not have the effect of prohibiting the continuation of transfer transactions. The provisions of this paragraph shall not preclude the application of the agreements authorizing the creditor to require the immediate repayment of its claim in the case of a transfer of seat.
" A notary shall issue a certificate stating conclusively the completion of the acts and formalities prior to the transfer
Art. L. 229-3. -I.-The review of the legality of the merger is carried out, for the part of the proceedings relating to each merging company, by the registrar of the court in whose jurisdiction the company is registered in accordance with the provisions of the article L. 236-6.
" The review of the legality of the merger is carried out for the part of the proceedings relating to the achievement of the merger and the formation of the European company by a notary
To this end, each merging company shall deliver to the notary the certificate referred to in Article 25 of Council Regulation (EC) No 2157/2001 of 8 October 2001, within six months of its grant and a copy of the proposed merger Approved by company.
" The notary controls in particular that the merging companies have approved a proposed merger in the same terms and that the arrangements for the involvement of employees have been fixed in accordance with the provisions of Articles L. 439-25 To L. 439-45 of the Labour Code.
" The notary also controls that the constitution of the European company formed by merger corresponds to the conditions laid down by the French legislative
. II. -The grounds for invalidity of the deliberation of one of the assemblies which have decided on the merger in accordance with the law applicable to the limited-liability company or breaches of legality constitute a cause of the dissolution of the company European.
" Where it is possible to remedy the defect liable to result in the dissolution, the court seised of the action to dissolve a European company created by merger grants a time limit for regularizing the situation
Actions for the dissolution of European society shall be barred by six months from the date of the last entry in the register of trade and companies made necessary by the operation
When the dissolution of the European Company is pronounced, its liquidation shall be carried out in accordance with the provisions of the Statute and Chapter VII of Title III of this book
Where a judicial decision declaring the dissolution of a European company for one of the causes provided for in the sixth paragraph of this Article has become final, that decision shall be the subject of an advertisement whose terms are fixed by Order in Council of State.
" Art. L. 229-4. -The competent authority to object, in accordance with the provisions of 14 of Article 8 and Article 19 of Council Regulation (EC) No 2157/2001 of 8 October 2001, to the transfer of the registered office of a European company registered in France, which would result in a change in the applicable law and in the creation of a European company by way of merger involving a company governed by French law, is the public prosecutor of the Republic
Art. L. 229-5. -Companies promoting the operation of establishing a European holding company establish a joint project to set up a European company.
" This draft shall be lodged at the Registry of the Court in the jurisdiction of which the said companies are registered and shall be the subject of an advertisement whose terms are laid down by decree in the Council of
. One or more Commissioners for the formation of a European holding company, appointed by court order, shall establish under their responsibility a report for the shareholders of each company whose particulars are specified by decree in State Council.
" By agreement between the companies that promote the operation, the member (s) may prepare a written report for the shareholders of all companies.
" The provisions of the third and fourth paragraphs of Article L. 236-9 and Articles L. 236-13 and L. 236-14 shall apply in the event of the establishment of a European holding
. Art. L. 229-6. -With the exception of the second sentence of Article L. 225-1, a European company may constitute a European company of which it is the sole shareholder. It shall be subject to the provisions applicable to European company and to those relating to the sole-associated limited liability company laid down by Articles L. 223-5 and L. 223-31.
" In this case, the sole shareholder exercises the powers devolved to the general meeting.
" In the case of a single European company, Articles L. 225-25, L. 225-26, L. 225-72 and L. 225-73 shall not apply to the directors or members of the supervisory board of that
. Art. L. 229-7. -The management and administration of European society shall be governed by the provisions of Section 2 of Chapter V of this Title, with the exception of the first paragraph of Articles L. 225-37 and L. 225-82 and the fourth paragraph of Article L. 225-64.
" However, by way of exception to Article L. 225-62, in the event of a vacancy on the Executive Board, a member of the Supervisory Board may be appointed by that Board to act as a member of the Executive Board for a maximum period fixed by decree in State Council. During this period, the person's duties on the supervisory board are suspended.
" The provisions of the first paragraph of Article L. 225-17, the second subparagraph of Article L. 225-22, Article L. 225-69 and the second subparagraph of Article L. 225-79 shall not prevent the participation of workers defined in Article L. 439-25 of the job code.
" Each member of the supervisory board may be communicated by the President of the Executive Board to the documents he considers necessary for the performance of his or her
. European society shall be governed by a board of directors consisting of not more than seven
. The articles must provide rules similar to those set out in Articles L. 225-38 to L. 225-42 and L. 225-86 to L. 225-90. However, in the case of a company referred to in Article L. 229-6, the reference to the register of deliberations shall be approved
the Convention. Art. L. 229-8. -The general meetings of European society shall be subject to the rules laid down in Section 3 of Chapter V of this Title in so far as they are compatible with Council Regulation (EC) No 2157/2001 of 8 October 2001, Above.
" Art. L. 229-9. -If the European company no longer has its central administration in France, any interested party may apply to the court for regularisation of the situation by the transfer of the head office or the restoration of the head office instead of the seat Social in France, if applicable on stand-by.
" The court sets a maximum duration for this regularization.
" In the absence of regularization at the end of that period, the court shall declare the liquidation of the company under the conditions laid down in Articles L. 237-1 to L. 237-31.
" These decisions are addressed by the Registry of the Tribunal to the Public Prosecutor. The judge states in his decision that the judgment is transmitted by the
. In the event of a finding of movement by the central administration in France of a European company registered in another Member State, contrary to Article 7 of Council Regulation (EC) No 2157/2001 of 8 October 2001, cited above, the Public Prosecutor Republic of the High Court in whose jurisdiction the central administration is installed shall inform the Member State of the registered office without
. In the event of a finding of displacement of the central administration in another Member State of a European company registered in France, contrary to Article 7 of Council Regulation (EC) No 2157/2001 of 8 October 2001, the authorities of That Member State must immediately inform the Public Prosecutor of the Republic of the High Court in whose jurisdiction the company is
. Art. L. 229-10. -Any European company may become an anonymous company if, at the time of transformation, it has been registered for more than two years and has approved the balance sheet for its first two years.
" The company establishes a project to transform the company into an anonymous company. This project shall be submitted to the Registry of the court of the head office of the company and shall be the subject of publicity, the terms of which shall be fixed by decree in the Council of
. One or more transformation commissioners appointed by a court order shall, under their responsibility, establish a report for the shareholders of the company transforming themselves that the equity is at least equivalent to the Social capital. They shall be subject to the incompatibilities provided for in Article L. 822-11.
" The conversion into an anonymous company shall be decided in accordance with the provisions laid down in Articles L. 225-96 and L. 225-99
Art. L. 229-11. -The statutes of a European company not making use of savings may submit any transfer of shares to restrictions on free negotiability without such restrictions having the effect of rendering such shares Inalienable for a period exceeding 10 years.
" Any assignment made in violation of these statutory clauses is void. Such invalidity shall be effective against the assignee or his successors in title. It may be regulated by a unanimous decision of the non-parties to the contract or the transaction to transfer the shares.
" Art. L. 229-12. -Under the conditions which they determine, the statutes of a non-public European company may provide that a shareholder may be required to assign his shares. They may also provide for the suspension of the non-pecuniary rights of that shareholder as long as the shareholder has not made such
. Art. L. 229-13. -The statutes of a European company which do not appeal to the public may provide that the shareholder company whose control is modified within the meaning of Article L. 233-16 must, as soon as this amendment, inform the European company. The latter may decide, under the conditions laid down by the Statute, to suspend the exercise of the non-pecuniary rights of that shareholder and to exclude it.
" The provisions of the first subparagraph may apply, under the same conditions, to the shareholder who has acquired that quality as a result of a merger, division or
. Art. L. 229-14. -If the statutes do not specify the methods for assessing the sale price of the shares when the European company implements a clause introduced pursuant to Articles L. 229-11 to L. 229-13, that price shall be fixed by agreement between the parties Or, failing that, determined under the conditions set out in Article 1843-4 of the Civil
. Where the shares are redeemed by the European company, the European company is required to assign them within six months or to cancel them.
" Art. L. 229-15. -The provisions laid down pursuant to Articles L. 229-11 to L. 229-14 shall be adopted or amended only by unanimity of the shareholders. "
II. -Book II of the same code is thus amended:
1 ° In the third paragraph of Article L. 225-68, the word: Useful " Is replaced by the word: " Necessary " ;
2 ° After Article L. 225-245, an Article L. 225-245-1 reads as follows:
" Art. L. 225-245-1. -In the case of conversion of an anonymous company into a European company, the first paragraph of Article L. 225-244 shall not apply.
" The company is establishing a project to transform society into a European society. This project is submitted to the Registry of the Court in the jurisdiction of which the company is registered and is the subject of an advertisement whose terms are laid down by decree in the Council of
. One or more transformation commissioners appointed by a court order shall, under their responsibility, establish a report for the shareholders of the company transforming themselves that the equity is at least equivalent to the Social capital. They shall be subject to the incompatibilities provided for in Article L. 822-11.
" Conversion into a European company shall be decided in accordance with the provisions laid down in Articles L. 225-96 and L. 225-99. ' ;
3 ° I of Article L. 228-65 is completed by a 6 ° thus written:
" 6 ° On any project to transfer the head office of a European company to another Member State. ' ;
4 ° In the first paragraph of Article L. 228-73, the words: At the 3rd of the I " Are replaced by the words: " At 3 ° and 6 ° of the I " ;
5 ° Article L. 238-3 is thus amended:
a) After the words: " A simplified stock company ' shall be inserted the following words: ' , of a European company " ;
b) After the words: " The initials "SAS" are inserted the words: " , "European company or initials" SE " ;
6 ° After Article L. 238-3, it is inserted an article L. 238-3-1 thus written:
" Art. L. 238-3-1. -Any interested party may ask the President of the Court of Justice, in an interim order, to order that companies using the abbreviation 'SE' in their name be subject to the provisions of Article 11 of Regulation (EC) No 2157/2001 Council of 8 October 2001 on the Statute of a European Company (SE), to amend this name. ' ;
7 ° After Chapter IV of Title IV, a Chapter IV bis reads as follows:
"Chapter IVa
" Infringences concerning European companies
" Art. L. 244-5. -Articles L. 242-1 to L. 242-30 apply to European
. The penalties provided for the President, directors, directors-general, members of the Executive Board or members of the supervisory board of public limited-liability companies shall apply to the President, the Directors, the Directors-General, the Directors General, the Members of the Executive Board or members of the supervisory board of European
. Article L. 242-20 applies to the auditors of European companies. ' ;
8 ° In Article L. 246-2, the words: And articles L. 243-1 and L. 243-2 " Are replaced by references: " , L. 243-1 and L. 244-5 ", and after the words:" "Public limited-liability companies" shall be inserted: Or European companies " ;
9 ° The title of Chapter VIII of Title IV is supplemented by the words: Or European companies " ;
10 ° In Article L. 248-1, after the words: "Public limited-liability companies" shall be inserted: Or European companies ".
III. -Book IX of the same code is thus amended:
1 ° In the 2 ° of article L. 910-1, before the references: " L. 252-1 to L. 252-13 ", insert references:" L. 225-245-1, L. 229-1 to L. 229-15, L. 238-6, L. 244-5 and " ;
2 ° In the 2 ° of article L. 920-1, before references: " L. 252-1 to L. 252-13 ", insert references:" L. 225-245-1, L. 229-1 to L. 229-15, L. 238-6, L. 244-5 and " ;
3 ° In the 2 ° of article L. 930-1, before the references: L. 252-1 to L. 252-13 ", insert references:" L. 225-245-1, L. 229-1 to L. 229-15, L. 238-6, L. 244-5 and " ;
4 ° In article L. 950-1, before references: " L. 252-1 to L. 252-13 ", insert references:" L. 225-245-1, L. 229-1 to L. 229-15, L. 238-6, L. 244-5 et
. -1. The provisions of this Article shall not apply to Saint-Pierre-et-Miquelon and to Mayotte, except for 1 ° of II.
2. The 1 ° of II of this Article shall apply in New Caledonia and in the Wallis and Futuna Islands.
I. -Title III of Book IV of the Labour Code is supplemented by a Chapter XI so drafted:
"Chapter XI
" Involvement of employees in European company
and European Company Committee
"Section 1
" Scope
" Art. L. 439-25. -The provisions of this Chapter apply to European companies incorporated in accordance with Council Regulation (EC) No 2157/2001 of 8 October 2001 on the status of European company (SE), having their registered office in France, to companies Participating in the formation of a European company and having their headquarters in France, as well as subsidiaries and establishments in France of a European company located in another Member State of the European Union or in the Economic Area European.
" The arrangements for employee involvement cover information, consultation and, where appropriate, participation. They shall be adopted by agreement between the heads of the participating companies and the representatives of the employees in accordance with the provisions of this Chapter. Failing agreement, these arrangements shall be adopted in accordance with the provisions of Section 3 of this
. Information is the information to be provided by the governing body of European society to the body representing employees on matters relating to European society itself and any subsidiary or institution situated in another State Member States, or on matters which exceed the powers of the decision-making bodies of a Member State, at a time, in a manner and with content which enables employees' representatives to assess the potential impact and, Where appropriate, prepare consultations with the competent body of the company European.
" Consultation lies in the establishment of a dialogue and an exchange of views between the body representing employees or representatives of employees and the competent body of European society at a time, in a way and with content that Allow employees' representatives, on the basis of the information provided, to express an opinion on the measures envisaged by the competent body, which can be taken into account in the decision-making process in society European.
" Participation is the influence of the body representing employees or employees' representatives on the affairs of a company in the following forms:
" -exercising their right to elect or designate certain members of the supervisory or administrative organ of society;
" -or by exercising their right to recommend the appointment of a party or all members of the supervisory or administrative body of the company or to oppose it.
" Section 2
"Ad Hoc Negotiating Group
" Subsection 1
" Constitution and
operation of the special group Negotiating
" Art. L. 439-26. -The task of the special negotiating body shall be to determine with the leaders of the companies involved in the creation of the European company or their representatives, through a written agreement, the arrangements for the involvement of employees in the European company referred to in Article L. 439-25. He has legal personality.
" It shall be instituted as soon as possible after the publication of the proposed merger or the constitution of the holding company or after the adoption of a plan for the establishment of a subsidiary or transformation into a European
. Art. L. 439-27. -The seats in the special negotiating body shall be divided among the Member States in proportion to the number of employees employed in each of those States in relation to the number of employees of the participating companies and of the subsidiaries or establishments Concerned in all member states, as follows:
" -up to 10 % of the total strength: 1 seat;
" -more than 10 % to 20 % of the total workforce: 2 seats;
" -more than 20 % to 30 % of the total workforce: 3 seats;
" -more than 30 % to 40 % of the total workforce: 4 seats;
" -more than 40 % to 50 % of the total workforce: 5 seats;
" -more than 50 % to 60 % of the total workforce: 6 seats;
" -more than 60 % to 70 % of the total workforce: 7 seats;
" -more than 70 % to 80 % of the total workforce: 8 seats;
" -more than 80 % to 90 % of the total workforce: 9 seats;
-more than 90 % of the total workforce: 10 seats.
" At the end of the distribution thus carried out, the number of employees shall be determined by each member of the special negotiating body for the purposes of carrying out the calculations and votes referred to in Article L. 439-33
Art. L. 439-28. -Where a European company is formed by merger and at least one participating company loses its own legal existence and is not represented directly by a member of the special negotiating body, the latter comprises, in addition to the Seats allocated in accordance with Article L. 439-27, one or more additional seats.
" However, irrespective of the number of companies involved, the number of additional members may not exceed 20 % of the total number of members determined by application of Article L. 439-27. If the additional seats are less than the number of companies losing their own legal existence and having no designated employee of the special negotiating group, they shall be allocated to those companies in descending order of Their workforce. If this order has successively two companies having their registered office in the same State, the following additional seat shall be allocated to the company which has immediately lower strength in a different State.
" The number of employees represented by each member of the special negotiating group
then be determined in accordance with the procedure laid down by decree. Art. L. 439-29. -Members of the special negotiating body shall be appointed by trade union organisations from among their elected representatives to works councils or their trade union representatives, on the basis of the results of the latest Elections.
" The same applies to representatives of employees of the participating companies, subsidiaries or establishments concerned in France and belonging to a European company located in a state other than France
For companies located in France, the seats are distributed among the colleges in proportion to the numerical importance of each of them. The seats allocated to each college shall be divided among the trade unions in proportion to the number of elected representatives in those colleges. The system of proportional representation is applied to the strongest remaining.
" The members of the special negotiating body designated by the participating companies established in one of the Member States other than France shall be elected or designated according to the rules in force in each Member
. The appointment of the members of the special negotiating body shall be notified by the trade union organisation to the employer by registered letter with a request for notification of
. Art. L. 439-30. -Where there is no trade union organisation in the European company whose head office is in France, the representatives of the staff of the special negotiating body shall be elected directly according to the rules laid down in the Articles L. 433-2 to L. 433-11. The same applies to the case where there is no trade union organisation in the establishment or company established in France and belonging to a European
. Art. L. 439-31. -The heads of the companies participating in the formation of the European company invite the special negotiating body to meet and communicate to this effect to the representatives of the staff and the heads of the establishments and subsidiaries Concerned which shall inform employees directly in the absence of representatives of the employees of the identity of the participating companies and the number of employees they understand.
" Negotiations shall commence as soon as the special negotiating body is established and may continue for the following six months unless the parties agree, by mutual agreement, to extend these negotiations, the total duration of which cannot be Exceed one year.
" During this period, the special negotiating body is regularly informed of the process of creating European
. The time spent in meetings by the members of the special negotiating group shall be regarded as working time and paid at the normal time. The expenses necessary for the proper execution of the task of the special negotiating group shall be borne by the participating
. For the purposes of negotiation, the special negotiating body may be assisted by experts of its choice at any level which it considers appropriate to participate in the meetings of the group, in an advisory capacity. All participating companies are responsible for the expenses of negotiating and assisting only one expert.
" If substantial changes occur during this period, in particular a transfer of a seat, a change in the composition of the European company or a change in the workforce likely to result in a change in the Distribution of the seats of one or more Member States within the special negotiating body, the composition of the special negotiating body shall, where appropriate, be amended accordingly.
" Subsection 2
" Agreement Terms Negotiated
within the special negotiation group
" Art. L. 439-32. -Subject to the provisions of the second paragraph of Article L. 439-33, the officers of each participating company and the special negotiating body shall negotiate with a view to reaching an agreement which determines:
" (a) Participating companies, establishments and subsidiaries concerned by the agreement;
" (b) The composition, the number of members and the distribution of the seats of the representative body which is the interlocutor of the governing body of the European company for the information and consultation of employees of European society and of Its subsidiaries or establishments;
" (c) The powers and procedure for the information and consultation of the representative body;
" (d) Frequency of meetings of the representative body;
" (e) Financial and material resources to be allocated to the representative body;
" (f) The arrangements for the implementation of information and consultation procedures where they have been established, by agreement between the parties, in place of a representative body;
" (g) If, during the course of the negotiations, the parties decide to lay down arrangements for participation, the content of those provisions, including, where appropriate, the number of members of the administrative or supervisory body of European society Employees shall have the right to elect, to appoint, to recommend or to designate which they may object, the procedures to be followed so that employees may elect, designate or recommend such members or oppose their designation, as well as Their permissions;
" (h) The date of entry into force of the agreement and its duration, the cases in which the agreement must be renegotiated and the procedure for its renegotiation
When European society is constituted by transformation, the agreement provides for a level of information, consultation and participation at least equivalent to that which exists in society which must be transformed into a European company.
" Where there are several forms of participation within the participating companies, the special negotiating body which decides to implement the modalities referred to in g shall, in accordance with the conditions laid down in the first paragraph of Article L. 439-33, which is applied in European society.
" The leaders of the participating companies and the special negotiating body may, by agreement, decide to apply the provisions of the references relating to the setting up of the European company committee referred to in section 3 of this Chapter.
" Art. L. 439-33. -The special negotiating body shall take its decisions by an absolute majority of its members, which shall also represent the absolute majority of employees of the participating companies, subsidiaries and establishments concerned.
" By way of derogation from the first subparagraph, the decision not to open negotiations or to terminate negotiations already started and to rely on the rules on information and consultation in the Member States in which the company Employees shall be taken by a two-thirds majority of the members of the special negotiating body of at least two Member States and on condition that they represent at least two thirds of the employees of the participating companies, of the Concerned subsidiaries and establishments. In this case, the provisions laid down in Section 3 of this Chapter shall not apply. Such a decision cannot be taken in the case of a European company constituted by transformation when there is a system of participation in society which must be transformed.
" Where the participation relates to a proportion of the total number of employees employed by the participating companies by at least 25 % in the case of the formation of a European company by merger, and by at least 50 % in the case of a constitution by holding company or Joint subsidiary and where the special negotiating body intends to fix a number or a proportion of the members of the supervisory or administrative body by which employees exercise their rights to participate at a lower level than The one highest in one of the participating companies, the decision is Taken under the conditions set out in the second paragraph.
"Section 3
" Terms and conditions for employee
involvement in the absence of agreement
"Subsection 1
" European Company Committee
" Art. L. 439-34. -Where, at the end of the period of negotiation provided for in Article L. 439-31, no agreement has been concluded and the special negotiating body has not taken the decision referred to in the second subparagraph of Article L. 439-33, the registration of the company The Parties may intervene only if the Parties decide to implement the provisions of this Section and of Section 4 of this Chapter, or if the leaders of the participating companies undertake to do so Application.
" Art. L. 439-35. -In the case provided for in Article L. 439-34, a committee of European society shall be set up which shall consist, on the one hand, of the leader of the European company or its representative, assisted by two employees of its choice who have an advisory opinion, , on the other hand, representatives of the staff of the participating companies, subsidiaries and establishments concerned, designated in accordance with Article L. 439-37
The competence of the European Company Committee shall be limited to matters which concern European company itself or any subsidiary or establishment situated in another Member State, or which exceed the powers of the decision-making bodies in Only one member state.
" The European company committee has legal personality.
" It shall take its decisions by a majority vote of its members. It shall be chaired by the leader of the European company or his representative. The European Society Committee shall appoint a Secretary from among its members and, when it comprises at least ten staff representatives, shall elect a three-member bureau.
" In accordance with professional secrecy and the obligation of discretion provided for in Article L. 432-7, representatives of staff on the Committee of European Company shall inform the staff representatives of the establishments and subsidiaries of the European company or, failing that, all employees, the content and results of the work of this committee.
" Art. L. 439-36. -The number of seats of the Committee of European Company established in the absence of an agreement shall be fixed in accordance with the provisions of Article L. 439-27
Art. L. 439-37. -The members of the Committee of the European Company representing the employees of the participating companies, subsidiaries and establishments concerned in France and belonging to a European company whose head office is located in France shall be appointed In accordance with the provisions of Article L. 439-29
Art. L. 439-38. -Where the conditions laid down in Article L. 439-30 are met, its provisions shall apply to the election of staff representatives to the Committee of European
. Art. L. 439-39. -The Committee of European Society shall meet at least once a year, upon convocation by its President and on the basis of regular reports drawn up by the President, which outline the evolution of the activities of European society and its prospects. The directors of the subsidiaries and establishments constituting the European company shall be informed.
" The agenda shall be drawn up by the President and the Secretary and communicated to the members of the European Society Committee at least fifteen days before the date of the meeting. However, in the absence of agreement on the content of the agenda of the mandatory meeting, the meeting shall be fixed by the President or the Secretary and communicated to the members of the European Company Committee at least ten days before the date of the meeting. Meeting.
" The head of the European company shall provide the committee of the European company with the agenda of meetings of the administrative or supervisory body as well as copies of all documents submitted to the general meeting of shareholders
Before any meeting, representatives of employees in the Committee of European Society or, where appropriate, their Bureau shall be entitled to meet in the absence of its President
The annual meeting of the European Society Committee shall include, inter alia, the economic and financial situation of the European company, its subsidiaries and establishments, the likely evolution of activities, production and sales, the situation and The likely evolution of employment, investment, substantial changes in the organisation, introduction of new methods of work or new production processes, transfers of production, mergers, Reduction in size or closure of companies or parts of Collective redundancies and redundancies.
" In the event of exceptional circumstances which significantly affect the interests of employees, in particular in the case of relocation, business closure or collective establishment or dismissal, the Committee of European Company or, if In so doing, the Bureau shall be fully entitled, if requested, by the leader of the European company to be informed and consulted on measures which significantly affect the interests of employees
Where management decides not to follow the opinion expressed by the European Society Committee, the latter shall be entitled again, if requested, by the leader in an attempt to reach an agreement.
" In the case of a meeting organised with the Bureau, the members of the Committee of European Society who represent employees directly affected by the measures in question shall have the right to participate in that meeting
The leader of the European company taking the decision to launch a takeover bid or a public exchange offer for a company has the right to inform the European company's committee only once the offer has been made public. In such a case, it must convene the European Company Committee within eight days of the publication of the offer with a view to providing it with written and precise information on the content of the offer and on the employment consequences It is likely to cause.
" Art. L. 439-40. -The Committee of European Society and its Bureau may be assisted by experts of their choice at whatever level they deem appropriate, provided that it is necessary for the performance of their tasks. The costs of the intervention of a single expert shall be borne by European society at the annual meeting referred to in Article L. 439-39. The operating expenses of the Committee of European Society and its Bureau shall be borne by the European Company, which shall provide the staff representatives with the financial and material resources necessary to enable them to Carry out their duties in an appropriate manner. European society also pays for the costs of organising meetings and interpreting, as well as the costs of living and travelling the members of the Committee of European Society and the
. The Secretary and the members of the Committee of European Society and its Bureau shall have the time necessary for the exercise of their duties within the limit of a period which, except in exceptional circumstances, shall not exceed one hundred and twenty annual hours For each of them. This time is considered working time and paid at normal maturity. In the event of a challenge by the leader of the European society for the use of the time allocated, it is for him to refer the matter to the competent court. The time spent by the Secretary and the members of the Committee of European Society and its Bureau at meetings of the Committee of European Society and at the meetings of the Bureau shall not be deducted from those hundred and twenty hours
Members of the European Society Committee shall be entitled to training leave under the conditions laid down in Article L. 434-10.
" Documents provided to employee representatives contain at least one French version.
" Art. L. 439-41. -The Committee of European Society shall adopt a rules of procedure which shall lay down its operating
. This internal regulation may organise the taking into account of the repercussions, on the committee of European society, of changes in the structure or dimension of European society. The review of such changes may take place at the annual meeting of the European Society Committee. Changes in the composition of the European company committee may be decided by agreement within it.
"Subsection 2
" Provisions relating to Participating
" Art. L. 439-42. -Where no agreement has been concluded and the special negotiating body has not taken the decision referred to in the second subparagraph of Article L. 439-33, the participation of employees in European society shall be governed by the provisions Following:
" (a) In the case of a European company constituted by processing, if there is a system for the participation of employees in the administrative or supervisory organ before registration, all elements of employee participation Continue to apply to European society;
" (b) In other cases of incorporation of a European company, and where participation in the companies participating in the formation of European society reaches the thresholds set out in the third paragraph of Article L. 439-33, the applicable form The participation of employees in the board of directors or the supervisory board, as the case may be, is determined after examination of the different national systems existing within each of the participating companies concerned before registration European Company.
" If only one form of participation exists within the participating companies, this system is applied to European society by retaining the proportion or, as the case may be, the highest number of members affected by the rights in the participating companies. Participation in the administrative or supervisory body.
" If several forms of participation exist within the participating companies, the special negotiating body shall determine which of these forms is established in European
. In the absence of agreement by the special negotiating body on the choice of the form of participation, the officers shall determine the applicable form of
. For the implementation of the applicable system, the proportion or the highest number of members of the administrative or supervisory body concerned with participation rights shall be retained.
" Where the applicable form of participation consists of the recommendation or the opposition to the appointment of members of the Management Board or, where appropriate, the Supervisory Board, the European Company Committee shall determine the Conditions in which this form of participation takes place.
" In the event that the form of participation chosen consists of the election, the procedure shall be conducted in accordance with the provisions of Articles L. 225-28 to L. 225-34 and L. 225-80 of the trade code, with the exception of the requirement of territoriality referred to in First paragraph of Article L. 225-28.
" Since the number of seats in the management body concerned has been determined in accordance with the conditions laid down above, the Committee of European Company shall ensure that the number of seats in the management body concerned is proportional to the number of employees of the company European employees in each Member State.
" By way of derogation from the penultimate subparagraph, the Committee of European Company shall ensure, to the extent possible, to each Member State which has a system of participation before the registration of European company, the allocation of at least one Seat.
"Section 4
" Common provisions
" Art. L. 439-43. -Where a European company is a Community-scale undertaking or a group of undertakings with a Community dimension within the meaning of Article L. 439-6, the provisions of Chapter X of this Title shall not apply to society European or its subsidiaries.
" Where a European company is registered, the agreement referred to in Article L. 439-32 or a collective agreement concluded at the appropriate level may decide on the deletion or arrangement of the operating conditions, possibly in form A redefinition of their national scope of intervention, representative institutions of the staff which would be destined to disappear as a result of the loss of legal autonomy of one or more participating companies located in France, After registration of European company.
" Art. L. 439-44. -The counts of the participating companies, subsidiaries or establishments concerned in France shall be counted in accordance with the provisions of Article L. 620-10.
" Art. L. 439-45. -Challenges relating to the appointment of members of the special negotiating group and representatives of employees to the Committee of the European Company whose head office is located in France, as well as employees of the participating companies, of the Establishments or subsidiaries located in France shall be brought before the district court of the seat of the European company, of the participating company or of the subsidiary or institution concerned
The appeal shall be lodged within 15 days of the notification of the appointment to the employer
Art. L. 439-46. -The members of the special negotiating body and of the Committee of European Society and the experts assisting them shall be bound by professional secrecy and the obligation of discretion provided for in Article L. 432-7.
" Art. L. 439-47. -The members of the special negotiating body and the representatives of the Committee of European Society shall enjoy the special protection established by Chapter VI of this
. No employee may be penalised or dismissed on account of the exercise of the right laid down in Article L. 439-33. Any decision or contrary act is null and void.
"Section 5
" Provisions applicable after
to the registration of European company
" Art. L. 439-48. -Four years after the establishment of the European Society Committee, the Committee shall consider whether to enter into negotiations with a view to concluding the agreement under the conditions set out in Section 2 of this Chapter. The leader of the European company or his representative shall convene a meeting of the Committee to that effect within six months of the term of four years
In order to conduct these negotiations, the European Company Committee shall act as a special negotiating body, as provided for in Article L. 439-26
The European Society Committee shall remain in office until it has been renewed or replaced.
" Art. L. 439-49. -Where the special negotiating body has taken the decision referred to in the second subparagraph of Article L. 439-33, it shall be convened by the leader of the European company at the written request of at least 10 % of the employees of the European company, of its Subsidiaries and establishments or their representatives, no sooner than two years after the date of that decision, unless the parties agree to reopen negotiations more quickly. If the negotiations fail, the provisions of Section 3 of this Chapter shall not apply.
" Art. L. 439-50. -If, after the registration of the European company, changes are made in the structure of the undertaking, the location of its headquarters or the number of workers it occupies, that they are likely to substantially affect the Composition of the European company committee or the arrangements for the involvement of workers as laid down in the agreement resulting from the negotiations prior to the registration of the European company or pursuant to Article L. 439-42, a New negotiations shall be initiated under the conditions laid down by the Section 2 of this chapter.
" In such a case, the failure of the negotiations shall result in the application of the provisions of Articles L. 439-34 et seq
It shall be decided in the form of referred to all disputes relating to the application of this Article. "
II. -After Article L. 483-1-2 of the same code, Article L. 483-1-3 shall be inserted as
: Art. L. 483-1-3. -Any obstruction either of the establishment of a special negotiating body or of a committee of European society set up or not by agreement, or the free designation of their members, or their regular functioning shall be punishable by Penalties provided for in Article L. 483-1. "
I. -After Article L. 511-13 of the Monetary and Financial Code, Article L. 511-13-1 reads as follows: '
' Art. L. 511-13-1. -Without prejudice to the provisions of Article L. 229-4 of the Commercial Code, the Committee of Credit Institutions and Investment Enterprises shall also be competent to oppose, in accordance with the provisions of Article 8 of Article 8 and Article 19 of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE), to the transfer of a registered office of a credit institution in the form of a European company registered in France, Would result in a change in the applicable law and in the formation of a company European by way of merger involving an approved credit institution in France. This decision is subject to appeal to the Council of State. "
II. -After Article L. 532-3-1 of the same Code, a Article L. 532-3-2 reads as follows: '
' Art. L. 532-3-2. -Without prejudice to the provisions of Article L. 229-4 of the Commercial Code, the Committee of Credit Institutions and Investment Enterprises shall also be competent to oppose, in accordance with the provisions of Article 8 of Article 8 and Article 19 of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE), to the transfer of the head office of an investment company incorporated in the form of a European company registered in France and Which would result in a change in the applicable law and in the establishment of a European company by way of a merger involving an approved investment firm in France. This decision is subject to appeal to the Council of State. "
III. -After Article L. 532-9-1 of the same Code, Article L. 532-9-2 reads as follows: '
' Art. L. 532-9-2. -Without prejudice to the provisions of Article L. 229-4 of the Commercial Code, the Autorité des marchés financiers is also competent to oppose, in accordance with the provisions of Article 8 and Article 19 of Regulation (EC) No 2157/2001 Of the Council of 8 October 2001 relating to the Statute of a European Company (SE), to the transfer of the head office of a holding company incorporated in the form of a European company registered in France, resulting in a change of Applicable law and the establishment of a European company by way of Merger involving an approved portfolio management company in France. This decision is subject to appeal to the Council of State. "
I. -In Article L. 322-1 of the Insurance Code, after the words: The words'shall be inserted in the form of'. European company, ".
II. -After Section 7 of Chapter II of Title II of Book III of the same Code, a section 8 reads as follows:
"Section 8
" European Companies
" Art. L. 322-28. -Subject to the provisions of this Section, European society shall be governed by the provisions of Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE), by the provisions of Chapter IX Title II of Book II of the Code of Commerce and by the rules of this Code applicable to anonymous companies not contrary to them.
" Art. L. 322-29. -Where an insurance undertaking incorporated in the form of a European company registered in France intends to transfer its registered office outside France, it shall inform the Committee of insurance undertakings on or before the day of the Publishing the transfer project.
" Without prejudice to the provisions of Article L. 229-4 of the Commercial Code and after consulting the Committee referred to in Article L. 310-12 of this Code, the Committee of Insurance Undertakings shall also be competent to oppose, in accordance with The provisions of Article 8 and Article 19 of Council Regulation (EC) No 2157/2001 of 8 October 2001 to the transfer of the head office of an insurance undertaking incorporated in the form of a European company registered in France and Which would result in a change in the applicable law and the constitution A European company by way of a merger involving an insurance undertaking authorised in France. This decision is subject to appeal to the Council of State. "
I. -Article L. 266 of the book of tax procedures is
. Article L. 267 of the same book is thus amended:
1 ° The words: , under the same conditions as those laid down in Article L. 266 " Are replaced by a sentence so written:
". To this end, the accounting officer of the Directorate-General for Public Accounts or the accounting officer of the Directorate-General for Taxation shall assign the officer to the President of the High Court for the place of the head office. ' ;
2 ° This paragraph is added as follows:
" The remedies which may be brought against the decision of the President of the High Court shall not prevent the accounting officer from taking protective measures in order to preserve the recovery of the debt Of the Treasury.
After the second sentence Of the eighth paragraph of Article L. 214-43 of the Monetary and Financial Code, the following sentence shall be inserted:
' Notwithstanding the possible opening of a procedure referred to in Book VI of the Commercial Code against the assignor subsequent to the assignment, that assignment shall retain its effects after the opening judgment, except where those claims result from contracts Successive execution whose amount is not determined. "
After the d quinquies of the I of section 219 of the General Tax Code, a sexies shall be inserted as follows:
" Sexies. 1. For the years beginning on or after 1 January 2006, the amounts allocated by a mutual fund for risk investment and the distributions of venture capital corporations subject to the tax system of the long-term capital gains pursuant to the The second paragraph of Article 38 or paragraph 5 of Article 39 Terdecies shall be subject to tax at the rate of 8 % for the fraction of the sums or distributions of shares or shares of companies held directly over the last two years at the Less and if the fund or corporation has directly held at least 5 % of the capital of the issuing corporation For at least two years. The rate of 8 % is set at 0 % for the years beginning on 1 January 2007.
" For the assessment of the 5 % threshold provided for in the first subparagraph, account shall also be taken of securities held by other mutual funds of risk or venture capital companies which have acted in conjunction with the fund or company concerned in The framework of a contract to acquire these securities.
" Where the shares or units disposed of have been received in the course of an exchange, conversion or refund of a title giving access to the capital of the company, the period of two years' holding of shares shall be counted from the acquisition The title giving access to the capital of the company.
" 2. For the years beginning on or after 1 January 2006, the capital gain realised on the assignment of shares of mutual funds of risk or venture capital companies referred to in the first subparagraph shall be subject to the rate of 8 % equal to the ratio existing on the date of the assignment between the value of the shares or shares of companies referred to in the first paragraph of the 1 entry in the estate of the fund or of the company plus the amounts outstanding for distribution for less than six Representative month of the assignment of shares or shares of companies mentioned in the first Paragraph 1 and the value of the total assets of that fund or corporation. This rate is set at 0 per cent for fiscal years beginning on January 1, 2007.
" A decree of the Council of State lays down the procedures for the assessment of the abovementioned report. "
I. -After Article L. 313-21 of the Monetary and Financial Code, Article L. 313-21-1 shall be inserted as follows:
" Art. L. 313-21-1. -Companies selected to contribute to the creation of activities or to the development of employment under an agreement with the State pursuant to Article L. 321-17 of the Labour Code and the companies approved by the Minister Responsible for the economy are authorised to grant partial guarantees for the benefit of credit institutions granting loans for business development projects located in employment pools with economic difficulties or Revealing economic fragility, as well as mutual guarantor companies Craft that support such projects.
" The conditions for the application of these provisions, in particular as regards the authorisation and scope of guarantees, are laid down by decree in the Council of State. "
II. -Article L. 511-6 of the Code is supplemented by a 6 thus written:
" 6. To legal persons for the participating loans they consent pursuant to Articles L. 313-13 to L. 313-17 and to legal persons referred to in Article L. 313-21-1 for the grant of the guarantees provided for in this Article. "
The public establishment of the industrial and commercial state, known as the Industrial Innovation Agency, is As from its creation, to the list in Annex III to Law No. 83-675 of 26 July 1983 on the democratization of the public sector.
Is ratified Order No. 2005-722 of 29 June 2005 on the establishment of the OSEO public establishment and the transformation of the public institution National Agency for the Promotion of Research in Anonymous Company, taken pursuant to Article 31 of the Law No. 2004-1343 of 9 December 2004 to simplify the law.
I. -Companies taxed on companies can benefit from a tax reduction equal to:
1 ° 65 % of the cash payments made between 16 March 2005 and 31 December 2005 for the benefit of public research or higher education institutions, non-profit research organisations or small and medium-sized enterprises Innovative undertakings defined in II, or the amount of the non-tax expenditure incurred during that same period for the conduct of scientific and technical research operations referred to in the a of Article 244 quater B of the General Code of the Taxes and entrusted to those same organizations or enterprises;
2 ° 25 % of the amount of the sums Paid in 2005 in respect of cash subscriptions carried out between 16 March 2005 and 31 December 2005 in the capital of innovative small and medium-sized enterprises defined in II or in units of mutual funds in innovation Referred to in the I of Article L. 214-41 of the Monetary and Financial
. -Is considered to be a small and medium-sized enterprise in the sense of the I a company subject to tax on the companies which cumulatively meets, at the close of the financial year preceding that of the payment or subscription or, if the undertaking Was created during the fiscal year of the payment or underwriting, at the close of the last fiscal year, under the following conditions:
1 ° It carries out research expenditure, as defined in a to g of II of Article 244 quater B of the general tax code, representing at least 15 % of the total expenses incurred by the undertaking;
2 ° It employs less than two hundred and fifty Employees and, either has an annual turnover of not more than EUR 50 million in the financial year, or has a balance sheet total not exceeding EUR 43 million. For the member companies of a group within the meaning of Article 223 A of the General Tax Code, the turnover and the number of employees to be taken into account shall be the sum of the turnover figures and the sum of the staff of the companies Members of this group;
3 ° Its capital or voting rights shall not be held up to 25 % or more by one or more undertakings which do not meet the conditions laid down in 2 °, or by undertakings meeting the conditions laid down in 2 ° But whose capital or voting rights are held up to 25 % or more by one or more Enterprises. This condition must be met on an ongoing basis in the course of the payment or underwriting that is eligible for the tax reduction. In order to assess compliance with this condition, the percentage of capital held by venture capital companies, mutual funds, regional development companies, venture capitalists and companies Unipersonal risk investment in the innovative undertaking is not taken into account, provided that there is no non-arm's length relationship within the meaning of Article 39 of Article 39 of the General Tax Code between that undertaking and the latter Corporations or funds. For group members, the capital composition requirement must be met by the parent company of the group.
III. -For the application of the provisions of 1 ° of the I, there must be no non-arm's length relationship, within the meaning of Article 39 of Article 39 of the General Tax Code, between the paying company and the entity receiving the payment. This condition must be met continuously between March 16, 2005 and December 31, 2006.
IV. -For the purposes of the provisions of 2 ° of the I, the policyholder must retain, for five years from the subscription in cash, the securities that have opened the right to the tax reduction and do not hold directly or indirectly The majority of the capital of the innovative enterprise during the same period.
V.-The entities referred to in 1 ° du I shall make full use of the amounts in cash paid to them for the realization of expenditure as defined in the A to g du II of Article 244 quater B of the General Tax Code. Compliance with this condition, which is assessed as at 31 December 2006, may, under the conditions laid down in Article L. 45 B of the book of tax procedures, be verified by agents of the Ministry of Research and
. -The benefit of the tax reductions mentioned in the I is reserved for businesses that are not themselves beneficiaries of payments that have entices the author to either of these same tax reductions.
VII. -Payments made under the 1 ° of the I:
1 ° Cannot constitute a total or partial payment of a sale or supply of services carried out by the beneficiary of the payment to the benefit of its author, except for the expenses incurred in performing the operations of the Scientific and technical research referred to in the a of II of Article 244 quater B of the General Tax Code and entrusted to the bodies or undertakings mentioned in 1 ° of the I of this Article;
2 ° are not deductible from the taxable profit of The paying business;
3 ° Cannot open, for the paying business, to Another tax reduction or other tax credit.
VIII. -The tax reduction referred to in 1 ° du I is charged against the corporate tax due in respect of the first financial year ended on 31 December 2005. However, this tax reduction may not exceed 2.5 % of the amount of tax owed by the business in respect of the last fiscal year ended before March 16, 2005, if applicable, or reduced to 12 months. For the member companies of a tax group within the meaning of Article 223 A of the general tax code, the limit of 2.5 % applies for the whole group by reference to the tax due by the parent company of the group. Where the amount of the tax reduction exceeds the amount of the tax owing, the uncharged balance is neither recoverable nor reportable. For the purposes of the provisions of section 1668 of the General Tax Code, businesses may reduce their down payment due on December 15, 2005, by the amount of the tax reduction.
IX. -The tax reduction referred to in 2 ° du I is charged on corporation tax under the conditions set out in VIII. However, the limit of 2.5 % of the amount of tax reduction that may be obtained under the 1 ° of I.
X should be reduced. -The cash payment received under 1 ° of the I by the recipient entity is not subject to corporate tax owing in respect of the fiscal year in which it was collected.
XI. -For the purposes of applying the provisions laid down in Article 244 quater B of the General Tax Code, amounts collected under 1 ° of the I shall be deemed to be public
. -In the event of non-compliance, whether total or partial, by the entity benefiting from the condition provided for in V, the fraction of the cash payments not allocated to the carrying out of the research expenditure as defined in Article 244 (c) of Article 244 (c) B of the General Tax Code is reinstated to the result of the first financial year ended on 1 January
. -In the event of non-compliance with the condition laid down in V, the beneficiary entity shall pay to the Consolidated Revenue Fund an allowance equal to 100 % of the sums not allocated to the implementation of expenditure as defined in Article 244 quater B of the General Code of the Taxes. The amount of the compensation referred to above shall be excluded from the deductible expenses for the taxable profit base. The finding, recovery and litigation of this allowance are insured and followed as direct taxes.
XIV. -In the event of non-compliance with the condition laid down in III or IV, the amount of the tax reduction referred to in 1 ° or 2 ° of the I shall increase the corporate tax payable in respect of the financial year in which that condition is no longer fulfilled.
XV. -A decree shall specify the rules for the application of this Article, in particular the reporting obligations of undertakings.
I. Article L. 612-20 of the Intellectual Property Code reads as follows:
" Art. L. 612-20. -The amount of the royalties collected in connection with the filing, examination and grant of the patent and its maintenance may be reduced where the applicant belongs to one of the following categories:
" -physical person;
" -small or medium enterprise;
" -non-profit organization in the teaching or research sector.
" The benefit of the reduction is acquired on a simple declaration. Any false declaration shall be found, at any time and at the end of an adversarial procedure, by a decision of the Director of the National Institute of Industrial Property taken under the conditions laid down in Article L. 411-4. That decision shall be accompanied by an administrative fine, the amount of which shall not exceed ten times the amount of the royalties due and the proceeds of which shall be paid to the National Institute of Industrial
. Detailed rules for the application of this Article shall be laid down by decree in the Council of State. "
II. Article L. 613-10 of the Code is repealed.
The first paragraph of Article L. 1511-2 of the General Code of the Territorial communities is supplemented by a sentence so written:
" It may delegate the management of these advances to local public institutions. "
Under the conditions laid down in Article 38 of the Constitution, the Government is entitled to take by means of Orders necessary to:
1 ° Introduce, in the trade code, provisions allowing the stockpiling of corporate stocks and amend the provisions of the Civil Code to simplify the constitution of security rights and their effects, extend their Plate and authorizing the pledge without dispossession;
2 ° Amend the provisions of the Civil Code to improve the operation of the antichristy, by allowing the creditor to lease the property of which the debtor dispossessed as security, And to develop mortgage credit, in particular for the benefit of Individuals, by allowing rechargeable mortgage credit and mortgage lending, by simplifying the release of the mortgage registration and reducing its cost, and by protecting the interests of those who benefit from it ;
3 ° Insert, in the civil code, the provisions relating to the retention-of-title clause in the civil code;
4 ° Provide a legal basis for the autonomous guarantee which obliges the guarantor, except for obvious fraud, to pay as soon as it is requested or According to previously agreed terms, to the letter of intent by which a Third party expresses to a creditor its intention to support the debtor in the performance of its obligation, as well as to the right of retention which allows the creditor who has something to surrender to refuse the grant as long as it has not received Complete payment;
5 ° Reforming the provisions of Book III of the Civil Code relating to the forced expropriation and the procedure for the distribution of the sale price of real estate, in order to simplify civil enforcement procedures and To approximate civil enforcement procedures, strengthen control of the Judge and facilitate the amicable sale;
6 ° Develop and amend any provisions of a legislative nature to ensure the implementation and to draw the consequences of the amendments made in application of the 1 ° to 5 ° of the present Article.
The orders provided for by 1 ° to 5 ° shall be made within nine months of the publication of this Law. Orders provided for by the 6 ° must be made within twelve months of this publication.
For each order, a bill of ratification shall be tabled in Parliament within three months of the date of such order. Publication
I. Article L. 411-2 of the Monetary and Financial Code reads as follows: '
' Art. L. 411-2. -I.-Does not constitute a public offering to save admission to negotiations on a regulated market, the issuance or transfer of financial instruments:
" 1 ° unconditionally and irrevocably guaranteed or issued by a State Party to the Agreement on the European Economic Area;
" 2 ° Issued by an international public body of which France is a member;
" 3 ° Issued by the European Central Bank or the central bank of a State Party to the Agreement on the European Economic Area;
" 4 ° Issued by an organism mentioned in 1 of I of Article L. 214-1.
" II. -Does not constitute a public offering to save the issue or assignment of financial instruments when:
" 1 ° The offer relates to financial instruments mentioned in 1 or 2 of the I of Article L. 211-1 issued by an anonymous company or a limited partnership by shares and the total amount of the offer is less than an amount fixed by the Regulation General of the Autorité des marchés financiers ou à un montant et une quotité du capital de l' issuer Fixed par le règlement général.
" The total amount of the offer shall be calculated over a period of twelve months under conditions laid down by the General Regulation;
" 2 ° The offer relates to financial instruments mentioned in 1 or 2 of the I of Article L. 211-1 issued by an anonymous company or a limited partnership by shares and that the beneficiaries of the offer acquire these financial instruments for a Total amount per investor and by separate offer exceeding an amount determined by the General Regulation of the Autorité des marchés financiers;
" 3 ° The offer relates to financial instruments mentioned in 1 or 2 of the I of Article L. 211-1 issued by an anonymous company or a limited partnership by shares and that the nominal value of each of these financial instruments is greater than one Amount fixed by the General Regulation of the Autorité des marchés financiers;
" 4 ° Notwithstanding the use of haggling, advertising or an investment service provider, the offer is exclusively for:
" (a) Persons providing portfolio management investment service on behalf of third parties;
" (b) To qualified investors or a small circle of investors, provided that such investors act on their own
. A qualified investor is a person or entity with the necessary skills and resources to understand the risks inherent in financial instrument operations. The list of categories of investors recognized as qualified is fixed by decree.
" A small circle of investors is made up of persons, other than qualified investors, whose number is below a prescribed threshold.
" III. -For the application of the provisions of the Penal Code and Order No. 45-2138 of 19 September 1945 establishing the order of the experts-accountants and regulating the title and profession of public accountant, legal persons or Companies carrying out operations referred to in the 1 ° to 3 ° of II shall be deemed to make public use of savings. "
II. -Chapter II of Title I of Book V of the same Code is supplemented by Article L. 512-105 as follows: '
' Art. L. 512-105. -The cooperative banks, for the purposes of the last paragraph of Article L. 512-1, are, for the network of savings banks, savings and foresight funds and the local savings companies which are affiliated to them. "
III. -In the first paragraph of Article L. 214-35-1 of the Code, the words: In the second paragraph " Are replaced by the words: " In the penultimate paragraph of II ".
I. Article L. 412-1 of the Monetary and Financial Code reads as follows: '
' Art. L. 412-1. -I.-Without prejudice to the other provisions applicable to them, persons or entities conducting a public tender operation must, in advance, publish and keep at the disposal of any interested person A document intended for the information of the public, relating to the content and the details of the operation, as well as the organisation, financial situation and the evolution of the activity of the issuer and potential guarantors of the Financial instruments which are the subject of the operation, under conditions laid down by the General Regulation of the Autorité des marchés financiers. This document is drawn up in French or, in the cases defined by the same general regulation, in another common language in financial matters. It shall contain a summary and shall be accompanied, where appropriate, by a translation of the abstract in French
No action in civil liability shall be brought on the basis of the summary or its translation, unless the contents of the summary or its translation are misleading, inaccurate or contradictory to the information contained in the summary or translation. Other parts of the document referred to in the first paragraph
The general regulation of the Autorité des marchés financiers lays down the conditions under which public-appeal transactions that do not justify information to the public on account of their nature or volume, or of the nature of The issuer or investors concerned, either the nature or the nominal value of the financial instruments concerned, are exempt from the establishment of all or part of the document referred to in the first
. II. -The general regulation also lays down the conditions under which information to the public is made when financial instruments have been either issued or disposed of in the context of a public call for savings, or are admitted to negotiations on a Market for financial instruments.
" The general regulation may take account of the fact that financial instruments are negotiated or not on a market for financial instruments other than a regulated market and, where appropriate, the characteristics of that market. It may provide that certain rules are applicable only to certain financial instrument markets, at the request of the person managing them.
" III. -The General Regulation also specifies the terms and conditions under which a person or entity may stop making public use of savings. "
II. -Chapter I of Title V of Book IV of the same Code is supplemented by a section 3 thus written:
"Section 3
" Obligation to acquire shares information
" Art. L. 451-3. Article L. 225-209 of the Commercial Code shall not be subject to the provisions of Article L. 621-8 of this
. Under the conditions and in accordance with the rules laid down in the General Regulation of the Autorité des marchés financiers, any company whose shares are admitted to negotiations on a regulated market that wishes to proceed with the redemption of its own securities Pre-market capital. "
III. -Subsection 2 of Section 4 of the Single Chapter of Title II of Book VI of the same Code reads as follows:
"Subsection 2
" Authorization of Certain
operations involving financial instruments
" Art. L. 621-8. -I.-The draft document referred to in Article L. 412-1, or any equivalent document required by the legislation of another State Party to the Agreement on the European Economic Area, shall be subject to the prior approval of the Autorité des marchés financiers for Any operation carried out in the territory of the European Economic Area where the issuer of the securities that are the subject of the operation has its registered office in France and that the transaction relates to securities or securities giving access to the Capital within the meaning of Article L. 212-7 or on debt securities whose nominal value Is less than 1 000 and which are not money market instruments within the meaning of Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004 on financial instrument markets, whose maturity is less than 12 Month.
" II. -The draft document referred to in the I is also subject to the prior visa of the Autorité des marchés financiers in the cases fixed by its general regulation for any operation carried out on the territory of the European Economic Area when The transaction is carried out in France or the issuer of the securities subject to the transaction has its registered office and the transaction relates to debt obligations, other than securities giving access to capital within the meaning of Article L. 212-7, giving the right Acquire or sell any other title or give rise to a cash settlement, including Warrants, or on debt instruments whose nominal value is greater than or equal to 1 000 and which are not instruments of the money market, within the meaning of Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004, of which The deadline is less than 12 months.
" III. -The draft document referred to in the I is also subject to the prior visa of the Autorité des marchés financiers in the cases fixed by its general regulation for any operation carried out on the territory of the European Economic Area when The issuer of the securities that are the subject of the transaction has its registered office outside the territory of the European Economic Area and that the transaction relates to financial instruments whose first issue or assignment in the public on the territory The European Economic Area or the first admission to a regulated market of a State party to the agreement on the European Economic Area took place in France.
" IV. -The draft document referred to in the I is also subject to the prior approval of the Autorité des marchés financiers for any operation carried out in France on financial instruments other than those mentioned in the I and II.
" V.-Where the Autorité des marchés financiers is not the competent authority to refer to the draft document referred to in the I, it may, under the conditions laid down in its general regulation and at the request of the supervisory authority of another State Party to the Agreement on the European Economic Area, to refer to the above-mentioned document.
" VI. -In the cases referred to in I to III, the Financial Markets Authority may apply to the supervisory authority of another State Party to the Agreement on the European Economic Area to refer to the draft document referred to in I.
" Where the supervisory authority of the other State Party to the Agreement on the European Economic Area accepts the request, the Financial Markets Authority shall inform the person responsible for the operation within three working
. VII. -In the absence of the cases provided for in Article L. 412-1, the draft document subject to the visa of the Autorité des marchés financiers shall be drawn up and published under the conditions laid down in its general
. VIII. -Any new or error or inaccuracy concerning the information contained in the document referred to in the Financial Markets Authority, which is likely to have a significant influence on the evaluation of the Is mentioned in a supplementary note to the document mentioned in I. This note is subject to a visa in accordance with the conditions laid down in the Regulation. General of the Autorité des marchés
. IX. -Under conditions and in accordance with the procedures laid down in its general regulation, the Autorité des marchés financiers also makes a prior visa when a natural or legal person makes a public offering for the acquisition of capital securities or Debt instruments of an issuer making public use of savings in France. The note on which the committee applies a prior visa shall contain the guidelines for the employment of the natural or legal person making the public
. Art. L. 621-8-1. -I.-To issue the visa referred to in Article L. 621-8, the Financial Markets Authority shall check whether the document is complete and comprehensible, and whether the information contained therein is consistent. The Autorité des marchés financiers shall indicate, where appropriate, the particulars to be amended or the additional information to be
. The Autorité des marchés financiers may also request any explanation or justification, in particular concerning the situation, the activity and the results of the issuer, as well as the possible guarantors of the financial instruments Operation.
" II. -The Autorité des marchés financiers may suspend the operation for a period which may not exceed a limit fixed by its general regulation where it has reasonable grounds to suspect that it is contrary to the legislative provisions or Regulations that apply to it.
" The Autorité des marchés financiers may prohibit the operation:
" 1 ° Where it has reasonable grounds to suspect that a broadcast or assignment is contrary to the laws and regulations applicable to it;
" 2. Where it finds that a draft admission to negotiations on a regulated market is contrary to the laws or regulations applicable to
. Art. L. 621-8-2. -The General Regulation of the Autorité des marchés financiers defines the terms and conditions under which public-appeal transactions may be subject to promotional communications.
" The authority may prohibit or suspend promotional communications for 10 days when it has reasonable grounds to suspect that it is contrary to the provisions of this section.
" Art. L. 621-8-3. -Where the Autorité des marchés financiers is not the competent authority to refer to the draft document referred to in the I of Article L. 621-8 and establishes, on the occasion of an operation by public tender to the saving carried out on the territory French, that irregularities were committed by the person carrying out the operation or by the institutions responsible for the placement, it shall inform the supervisory authority of the State party to the agreement on the European Economic Area which has approved this Document.
" If, in spite of the measures taken by the latter or because of their inadequacy, the issuer or the institutions responsible for the placement shall continue to violate the laws or regulations applicable to them, the Authority of Financial markets may, after having informed the supervisory authority approving the document, take all necessary measures to protect investors.
" The Financial Markets Authority shall inform the European Commission of such measures as soon as possible. "
IV. -Article L. 621-7 of the Code is supplemented by an X thus written:
" X. -The manner of execution, by filing or by publication by means of a written press and by electronic means or by the free provision of printed matter, of the publicity and information obligations set out in this Code under the Transparency of financial markets and in the context of public-call-saving transactions. "
V. In articles L. 754-2 and L. 764-2 of the same code, the words:" , with the exception of its last paragraph, " Deleted.
Article L. 225-209 of the Commercial Code is thus amended:
1 ° After the first subparagraph, it is Inserted a paragraph as follows:
" A special report shall inform each year the general meeting of the implementation of the operations to purchase shares which it has authorised and specifies in particular, for each of the purposes, the number and the price of the shares thus acquired, the volume of the shares. Actions used for these purposes, as well as any reallocations to other purposes for which they have been the subject. ' ;
2 ° After the fourth paragraph, a paragraph shall be inserted as follows:
" The number of shares acquired by the company for the purpose of their preservation and subsequent remission in payment or in exchange in the course of a merger, division or contribution operation may not exceed 5 % of its capital. These provisions are applicable to buyback programmes subject to the approval of general meetings as of January 1, 2006. "
I. -After Article L. 518-2 of the Commercial Code, Article L. 518-2-1 is inserted as follows: '
' Art. L. 518-2-1. -The Caisse des deposits et consignations may issue the debt instruments referred to in 2 of the I of Article L. 211-1. "
II. -Article L. 518-7 of the Code is supplemented by a paragraph worded as follows: '
' The Monitoring Committee shall have before it, each year, the programme for the issuance of debt obligations of the Caisse des Depots et consignations. It sets the maximum annual stock of these debt instruments.
I. -Article L. 621-7 of the Monetary and Financial Code is supplemented by an IX thus written:
" IX. -The rules on investment recommendations intended for the public and on any issuer whose financial instruments are admitted to negotiations on a regulated market or on a financial instrument which it issues, when they are Produced or distributed by any person in the course of his or her professional
. A decree of the State Council specifies the cases in which financial information given to the public constitutes the production or distribution of an investment recommendation as referred to in the preceding paragraph. "
II. -After Article L. 621-17 of the same Code, Article L. 621-17-1 reads as follows: '
' Art. L. 621-17-1. -Failure by persons producing or distributing investment recommendations intended for the public in the course of their professional activities to comply with the rules laid down in IX of Article L. 621-7 shall be punishable by sanctions imposed By the Sanctions Committee in accordance with the procedures laid down in Article L. 621-15. "
III. -After Article L. 621-30 same code, a section 7 is added as follows:
"Section 7
" Investment recommendations produced or distributed
in the frame Of a log activity
" Art. L. 621-31. -Not subject to the rules laid down in the first paragraph of Article L. 621-7 or to the penalties provided for in Article L. 621-17-1:
" 1 ° The following undertakings, in respect of their journalistic activities, when they join the association established under the conditions and in the manner provided for in Article L. 621-32:
' -publishers of press publications within the meaning of Law No. 86-897 of 1 August 1986 on the reform of the legal system of the press;
-publishers of radio or television services within the meaning of Law No. 86-1067 of 30 September 1986 on freedom of communication;
" -publishers of online communication services within the meaning of Law No. 2004-575 of 21 June 2004 on confidence in the digital economy;
" -press agencies within the meaning of Order No. 45-2646 of 2 November 1945 on the provisional regulation of news agencies;
" 2 ° Journalists, within the meaning of Article L. 761-2 of the Labour Code, when practising their profession in one or more of the undertakings mentioned at 1 °.
' Art. L. 621-32. -The association referred to in 1 ° of Article L. 621-31 shall be constituted by the persons listed therein, in accordance with the law of 1 July 1901 relating to the association contract. Only persons who fall within the categories listed in the same 1 ° can join
" The association establishes a code of conduct. This code sets out the specific rules designed to ensure compliance by the members of the association, when they produce or disseminate investment recommendations for the public and relating to the financial instruments admitted to the Negotiations on a regulated market or on their issuer, fair presentation obligations and reference to conflicts of interest, in accordance with Commission Directive 2003 /125/EC of 22 December 2003 implementing the Directive 2003 /6/EC of the European Parliament and of the Council as regards Fair presentation of investment recommendations and mention of conflict of interest.
" The director of the publication or, failing that, the legal representative of the adherent undertaking shall ensure the proper application of the rules laid down in the code of conduct by journalists practising their profession under its Responsibility.
" Art. L. 621-33. -The association referred to in Article L. 621-32 either seizes or is seized by the Autorité des marchés financiers de facts liable to constitute a breach of an adherence to the rules of the code of conduct referred to in the same Item.
" By way of derogation from Article 42 et seq. Of Law No 86-1067 of 30 September 1986 on freedom of communication, when it becomes aware of a fact likely to constitute a breach attributable to a business publisher Radio or television, the Conseil supérieur de l' audiovisuel immediately warns the Autorité des marchés financiers for the purposes of investigation.
" When it seizes or is seized of any fact referred to in the first subparagraph, the association shall invite the interested adherent undertakings, their publication director or, failing that, their legal representative to submit their comments. It may, at the end of this adversarial procedure, impose a sanction against such persons for any breach of the rules laid down in the code of conduct
Art. L. 621-34. -The association may pronounce on member companies, their publication director or, failing that, their legal representative, depending on the seriousness of the breach, one of the following sanctions:
" 1 ° Warning;
" 2 ° blame;
" 3 ° Mandatory insertion of a notice or statement in the media concerned;
" 4 ° Release of a press release.
" The association may also temporarily or permanently exclude one of its members. This measure may be imposed only in cases where the member concerned does not execute a sanction imposed against him or when he has been repeatedly penalised for breaches of the rules laid down in the code of conduct
No sanction may be imposed without the person being prosecuted or his representative heard or, failing that, duly called.
" The association shall act no later than three months after the referral. It shall inform the Financial Markets Authority of the latter of its decision within one month of its decision. In the absence of a decision at the end of the three-month period, the association shall be deemed to have decided that there was no penalty.
" The association may make public its decision in the publications, newspapers or media it designates. The associated costs shall be borne by the approved member.
" The statutes of the association shall provide for the procedure for the initiation and execution of the sanction procedure provided for in the preceding
. Art. L. 621-35. -The association shall draw up a report each year, taking stock of its activity. It shall forward this report to the Autorité des marchés financiers, which shall provide, in its annual report, its observations and recommendations on the activity of the association. "
I. -The I of Article L. 621-14 of the Monetary and Financial Code is thus amended:
1 ° The first sentence reads as follows:
" The College may, after having placed the data subject in a position to present its explanations, order that it be terminated, in France and abroad, in breach of the obligations arising from the legislative or regulatory provisions or Professional rules for the protection of investors against insider trading, course manipulation and the dissemination of false information, or any other breach of nature that may prejudice the protection of investors or the Proper functioning of the market. ;
2 ° This paragraph is added as follows:
" The College has the same powers as those mentioned in the preceding paragraph against breaches of obligations arising from laws or regulations aimed at protecting investors and the market against operations Insider trading, course manipulation or the dissemination of false information, committed in French territory and concerning financial instruments admitted to negotiations on a regulated market in another Member State of the European Community or Party to the Agreement on the European Economic Area or for which Request for admission to negotiations on such a contract has been submitted. "
II. -Article L. 621-15 of the same code is thus amended:
1 ° c of II is thus written:
" (c) Any person who, on French territory or abroad, has engaged in or attempted to engage in an insider trading or has engaged in a manipulation of course, the dissemination of a false information or any other breach referred to in the First paragraph of Article L. 621-14, where such acts concern a financial instrument issued by a person or entity making public use of savings or admitted to negotiations on a market in financial instruments or for which a financial instrument Application for admission to negotiations on such a contract has been submitted in the Conditions determined by the General Regulation of the Autorité des marchés financiers; "
2 ° The same II shall be supplemented by one of the following:
" (d) Any person who, on French territory, has engaged in or attempted to engage in an insider trading or has engaged in a manipulation of course, the dissemination of a false information or any other breach referred to in the last paragraph From Article L. 621-14, where such acts concern a financial instrument admitted to the negotiations on a regulated market of another Member State of the European Community or party to the agreement on the European Economic Area or for which A request for admission to negotiations on such a contract has been made. ' ;
3 ° III is modified as follows:
a) In a, the words: " For persons mentioned in a of II " Are replaced by the words: " For persons mentioned in the 1 ° to 8 °, 11 ° and 12 ° of the II of Article L. 621-9 " ;
(b) In b, words: " For persons mentioned in the b of II " Are replaced by the words: " For natural persons placed under the authority or acting on behalf of one of the persons mentioned in the 1 to 8 °, 11 ° and 12 ° of the II of Article L. 621-9 ", and the words: To Article L. 621-14 " Are replaced by the words: " To c and d of II " ;
(c) In the first paragraph of c, words: " For persons mentioned in the c of II " Are replaced by the words: " For persons other than one of the persons mentioned in Article L. 621-9, authors of the facts referred to in c and d of II ".
III. -The last paragraph of Article L. 465-1 of the Code is
. -Article L. 465-2 of the same code is thus amended:
1 ° The words: Financial instruments " Are replaced by the word: " Regulated " ;
2 ° This paragraph is added as follows:
" The penalties provided for in the first paragraph of Article L. 465-1 shall be punished for spreading to the public by means and means any false or misleading information about the prospects or situation of an issuer Whose securities are traded on a regulated market or on the prospects for the development of a financial instrument admitted to a regulated market, such as to act on the courts. "
I. -Order No. 2005-171 of 24 February 2005 simplifying the procedures for the establishment and implementation of financial guarantee contracts is
. -In the I of Article L. 431-7 of the Monetary and Financial Code, the words: Where none of the parties is a natural person and at least one Are replaced by the words: " When at least ".
III. -In IIa of Article 38 bis of the General Tax Code, the words: Fifth paragraph of Article L. 431-7 " Are replaced by the words: " I of Article L. 431-7-3 ".
I. -Section 1 of Chapter I of Title V of Book IV of the Monetary and Financial Code is supplemented by five Articles L. 451-1-1 to L. 451-1-5 thus written:
" Art. L. 451-1-1. -Issuers including financial instruments other than debt instruments of a nominal value greater than 50 000 or instruments of the money market, within the meaning of Directive 2004 /39/EC of Parliament and of the Council of 21 April 2004, Concerning contracts for financial instruments, whose maturity is less than twelve months, shall be admitted to the negotiations on a regulated market of a State Party to the Agreement on the European Economic Area, subject to the competence of the Authority of Financial markets for the visa referred to in Article L. 621-8, must file with The Autorité des marchés financiers, under the conditions laid down in its general regulation, after the publication of their annual accounts, a document which contains or mentions all the information that they have published or made public in the course of the Twelve months in the European Economic Area or a third country to comply with their legislative or regulatory obligations in the field of financial instruments, issuers of financial instruments and instrument markets Financial.
" Art. L. 451-1-2. -I.-French issuers whose shares of capital, or debt instruments whose nominal value is less than 1 000 and which are not instruments of the money market, within the meaning of Directive 2004 /39/EC of Parliament and of the Council, of the 21 April 2004, cited above, whose maturity is less than twelve months, shall be admitted to the negotiations on a regulated market of a State Party to the Agreement on the European Economic Area, publish and file with the Autorité des marchés financiers one Annual financial report within four months of the end of their fiscal year.
" This annual financial report shall be made available to the public for five years, in accordance with the rules laid down in the General Regulation of the Autorité des marchés financiers. It shall comprise the annual accounts, the consolidated accounts where appropriate, a management report, a declaration of the natural persons who take responsibility for those documents and the report of the auditors or statutory auditors, or Statutory on the above accounts.
" II. -The General Regulation of the Autorité des marchés financiers also specifies the cases in which issuers other than those mentioned in the I are subject to the obligation laid down in I. These issuers are:
" 1 ° French issuers, including securities giving access to capital within the meaning of Article L. 212-7, debt instruments giving the right to acquire or sell any other rights or give rise to a settlement in cash, in particular warrants or Debt instruments whose nominal value is more than or equal to 1 000 and which are not instruments of the money market, within the meaning of Directive 2004 /39/EC of Parliament and of the Council of 21 April 2004, referred to above, Twelve months shall be admitted to negotiations on a regulated market of a State Party to the agreement on The European Economic Area;
" 2 ° Issuers whose registered office is located outside France with securities mentioned at 1 ° admitted to negotiations on a French regulated market;
" 3 ° Issuers whose registered office is located outside the European Economic Area, whose titles referred to in the I are admitted to the negotiations on a regulated market of a State Party to the Agreement on the European Economic
. III. -The issuers referred to in I and II and subject to the obligations defined in the I, of which capital or debt instruments are admitted to the negotiations on a regulated market of a State Party to the Agreement on the European Economic Area, Shall also publish and file with the Autorité des marchés financiers a semi-annual financial report within two months of the end of the first half of their financial
. This semi-annual financial report shall include condensed accounts for the last six months, submitted in consolidated form where appropriate, a semi-annual activity report, a declaration by natural persons who assume responsibility for these Documents and the report of the auditors or statutory auditors or statutory auditors on the limited review of the above
. IV. -The issuers referred to in I and II and subject to the obligations defined in the I, of which capital securities are admitted to the negotiations on a regulated market of a State Party to the Agreement on the European Economic Area, shall also publish and file With the Autorité des marchés financiers quarterly financial information within 45 days of the end of the first and third quarters of their financial
. This financial information includes:
" 1 ° An explanation of the significant operations and events that took place during the reporting period and an explanation of their impact on the financial situation of the issuer and entities it controls;
" 2 ° A general description of the financial situation and the results of the issuer and entities it controls during the reporting period;
" 3 ° The net amount by industry of the turnover of the preceding quarter and, where applicable, each of the preceding quarters of the current year and the whole of that financial year, as well as the indication of the turnover figures Corresponding to the previous year. This amount is set individually or, if applicable, on a consolidated basis.
" V.-Without prejudice to the rules of the trade code applicable to the annual accounts, the consolidated accounts, the management report and the semi-annual activity report and the reports of the auditors, the general regulation of the Authority Financial markets shall specify the content of the documents referred to in I, III and IV.
" VI. -The issuers referred to in I and II and subject to the obligations set out in I shall communicate to the Autorité des marchés financiers, as well as to persons who manage regulated markets in the European Economic Area on which their securities are Admitted to the negotiations, any draft amendment of their statutes, within a period laid down by the General Regulation of the Autorité des marchés
. VII. -Without prejudice to the obligations laid down in the Commercial Code, the General Regulation of the Autorité des marchés financiers shall lay down the arrangements for the publication, filing and retention of the documents and information referred to in this
. VIII. -The Autorité des marchés financiers may exempt issuers whose headquarters are established outside the European Economic Area of the obligations laid down in this Article if it considers equivalent the obligations to which they are subject. The Autorité des marchés financiers shall adopt and publish regularly the list of third countries whose legislative or regulatory provisions are estimated to be equivalent
Art. L. 451-1-3. -The Autorité des marchés financiers shall ensure that the issuers whose registered office is established outside France, which are not subject to the obligations laid down in Article L. 451-1-2, and whose titles referred to in I and II of the same article are admitted to the Negotiations only on a regulated market in France shall publish regulated information within the meaning of Directive 2004 /109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency obligations concerning Information on issuers whose securities are admitted to trading On a regulated market and amending Directive 2001 /34/EC, under the conditions and in accordance with the rules laid down in the General Regulation of the Autorité des marchés
. Art. L. 451-1-4. -The obligations laid down in Article L. 451-1-2 do not apply to the following issuers:
" 1 ° The States Parties to the Agreement on the European Economic Area and their local and regional authorities;
2 ° The European Central Bank and the central banks of the states mentioned at 1 °;
" 3 ° International public bodies of which one of the states mentioned in 1 ° is part;
" 4 ° Issuers of debt instruments unconditionally and irrevocably guaranteed by the State or by a French territorial community;
" 5 ° Issuers whose debt instruments have a nominal value of more than or equal to EUR 50 000 and of which no other financial instrument referred to in I and II of Article L. 451-1-2 is admitted to negotiations on a regulated
. Art. L. 451-1-5. -Where the Autorité des marchés financiers is not the competent authority to monitor compliance with the information obligations laid down in Articles L. 451-1-1 and L. 451-1-2 and establishes that there has been a breach by the issuer of its obligations Information, it shall inform the supervisory authority of the State Party to the European Economic Area competent for the control of these information
. If, in spite of the measures taken by the latter or because of their inadequacy, the issuer or the financial institutions responsible for the investment persist in violating the laws or regulations applicable to them, the Authority shall Financial markets may, after informing the competent supervisory authority to monitor periodic information obligations, take all necessary measures to protect investors.
" The Financial Markets Authority shall inform the European Commission of these measures. "
II. Article L. 621-18 of the same Code reads as follows: '
' Art. L. 621-18. -The Autorité des marchés financiers shall ensure that the publications provided for in the laws or regulations are regularly made by the issuers referred to in Article L. 451-1-2.
" It checks the information that these issuers publish. To this end, it may require issuers, persons who control them or are controlled by them and their auditors or statutory or statutory auditors to provide all relevant documents and information.
" It may order such issuers to carry out corrective or supplementary publications in the event of inaccuracies or omissions in the published documents. In the absence of the issuers concerned to refer to this injunction, the Autorité des marchés financiers may, after hearing the issuer, carry out these amending or supplementary publications itself.
" The Autorité des marchés financiers may inform the public of the observations it has made to a issuer or the information it deems necessary.
" The costs of the publications referred to in the two preceding subparagraphs shall be borne by the issuers concerned. "
III. -The second paragraph of Article L. 621-21 of the Code is supplemented by the following two sentences:
" The Autorité des marchés financiers and its agents may also exchange confidential information relating to the obligations referred to in Articles L. 412-1, L. 451-1-2 and L. 451-1-3 with the entities to which these authorities have delegated the Supervision of these obligations, provided that these entities are subject to the same obligations of professional secrecy. To this end, the Autorité des marchés financiers may sign conventions organizing its relations with these delegated entities. "
IV. -After the words: ', the end of the V of Article L. 621-22 of the Code reads as follows: ' And the procedures provided for in this Article and in Article L. 621-18. "
V. The provisions of this section shall come into force on or after January 20, 2007. However, the provisions of the I inserting Article L. 451-1-1 in the Monetary and Financial Code and those of III relating to the obligations referred to in Article L. 412-1 of the same Code shall enter into force as from the publication of this Article Law.
I. -The I of Article L. 233-3 of the Commercial Code is supplemented by a 4 ° thus written:
" 4 ° Where it is associated with or shareholder of that company and has the power to appoint or remove the majority of the members of the administrative, management or supervisory bodies of that company. "
II. Article L. 233-7 of the same code reads as follows:
" Art. L. 233-7. -I.-Where the shares of a company having its registered office in the territory of the Republic are admitted to negotiations on a regulated market or on a market of financial instruments admitting to the negotiations An intermediary authorised under the conditions laid down in Article L. 211-4 of the Monetary and Financial Code, any natural or legal person acting alone or in concert who has a number of shares representing more than one Twentieth, of the tenth, of the thirties, of the fifth, of the quarter, of the third, of half, Of two-thirds, eighteen or nineteen of the capital or voting rights shall inform the company within a time limit fixed by decree in the Council of State, from the crossing of the threshold of participation, of the total number of shares or of It has voting rights.
" The information referred to in the preceding paragraph shall also be given within the same time limits where the capital or voting interest becomes less than the thresholds mentioned in this paragraph.
" The person held to the information provided for in the first paragraph shall specify the number of securities that it possesses giving access to capital and the voting rights attached to it.
" II. -The person responsible for the information referred to in the I shall also inform the Autorité des marchés financiers, within a period of time and in accordance with the rules laid down in its general regulation, from the crossing of the threshold of participation, where the shares of The company is admitted to negotiations on a regulated market or on a market for financial instruments other than a regulated market, at the request of the person managing the market for financial instruments. This information shall be made available to the public in accordance with the conditions laid down in the General Regulation of the Autorité des marchés
. The General Regulation shall also specify how the thresholds for participation shall be
. III. -The statutes of the company may provide for an additional obligation of information relating to the holding of fractions of capital or voting rights less than that of the twentieth mentioned in I. The obligation relates to the holding of Each of these fractions, which cannot be less than 0.5 % of the capital or voting rights.
" IV. -Information requirements under I, II and III do not apply to actions:
" 1 ° Acquired for the sole purpose of clearing, settlement or delivery of financial instruments, in the usual context of the short term settlement cycle defined by the General Regulation of the Autorité des marchés financiers;
" 2 ° Held by conservative account levels as part of their account and conservation activity;
" 3 ° Held by a provider of investment services in his negotiating portfolio within the meaning of Council Directive 93 /6/EC of 15 March 1993 on the adequacy of the funds of the credit investment firms provided that these Shares do not represent the capital or voting rights of the issuer of these securities above a threshold established by the General Regulation of the Autorité des marchés financiers and that the voting rights attached to those securities are not Exercised or otherwise used to intervene in the management of the issuer;
" 4 ° Remissions to members of the European System of Central Banks or by them in the exercise of their functions as monetary authorities, subject to the conditions laid down in the General Regulation of the Autorité des marchés
. V.-Information requirements under I, II and III do not apply:
" 1 ° To the content of the market when crossing the threshold of the twentieth of the capital or the voting rights in the context of the holding of the market, provided that it does not intervene in the management of the issuer under the conditions laid down in the Regulation General of the Autorité des marchés financiers;
2 ° Where the person referred to in the I is controlled, within the meaning of Article L. 233-3, by an entity subject to the obligation laid down in I to III for the shares held by that person or that that entity is itself controlled, within the meaning of the Article L. 233-3, by an entity subject to the obligation under I to III for the same shares.
" VI. -In the event of non-compliance with the obligation to provide information referred to in III, the statutes of the company may provide that the provisions of the first two paragraphs of Article L. 233-14 shall apply only to the request, recorded in the Minutes of the The general meeting, of one or more shareholders holding a portion of the capital or voting rights of the issuing corporation at least equal to the smallest fraction of the capital for which the holding must be reported. However, this fraction cannot be greater than 5 %.
" VII. -Where the shares of the company are admitted to negotiations on a regulated market, the person required by the information provided for in the I shall be required to declare, on the occasion of the threshold crossings of the tenth or fifth of the capital or rights The objectives it intends to pursue over the next twelve months. This statement specifies whether the purchaser is acting alone or in concert, whether he or she intends to stop the purchases or to pursue them, whether or not to acquire control of the corporation, to apply for appointment or that of one or more persons as administrator, Member of the supervisory board or board of directors. It is addressed to the company whose shares have been acquired and to the Autorité des marchés financiers within a period of ten days. This information shall be made available to the public in accordance with the conditions laid down in the General Regulation of the Autorité des marchés financiers. In the case of a change of intention, which can only be justified by significant changes in the environment, the situation or the shareholding of the persons concerned, a new declaration must be made, communicated to the company and to the The Autorité des marchés financiers and scope to the public under the same conditions. "
III. Article L. 233-8 of the same code reads as follows:
" Art. L. 233-8. -I.-At the latest within 15 days of the ordinary general meeting, every stock company shall inform its shareholders of the total number of voting rights existing on that date. To the extent that, between two ordinary general meetings, the number of voting rights varies by a percentage fixed by order of the Minister responsible for the economy, in relation to the number previously reported, the company, when it becomes aware of it, Informs its shareholders.
" II. -Companies whose shares are admitted to the negotiations on a regulated market publish each month the total number of voting rights and the number of shares in the capital of the company if they have varied from those published Previously, under conditions and in the manner laid down in the General Regulation of the Autorité des marchés financiers. These corporations are deemed to meet the obligation under I. "
IV. Article L. 233-9 of the same code reads as follows:
" Art. L. 233-9. -I.-Are assimilated to the shares or voting rights owned by the person held in accordance with the information provided for in Article L. 233-7:
1 ° The shares or voting rights owned by other persons on behalf of that person;
" 2 ° The shares or voting rights owned by the companies controlled by that person within the meaning of Article L. 233-3;
" 3 ° The shares or voting rights owned by a third party with whom the person acts in concert;
" 4 ° The shares or voting rights that that person, or one of the persons mentioned in the 1 to 3 °, is entitled to acquire at its own initiative under an agreement;
" 5 ° The shares of which this person is usufruct;
" 6 ° The shares or voting rights owned by a third party with which that person entered into a temporary assignment agreement for such shares or voting rights;
" 7 ° The shares filed with that person, provided that the person is able to exercise the voting rights attached to them in the absence of specific instructions from the shareholders;
" 8 ° The voting rights that this person may exercise freely under a power of attorney in the absence of specific instructions from the shareholders concerned.
" II. -Are not assimilated to the shares or voting rights held by the person held in accordance with the information provided for in Article L. 233-7:
" 1 ° Shares held by collective investment undertakings in transferable securities managed by a holding company controlled by that person within the meaning of Article L. 233-3, with the exceptions provided for in the general regulation of The Autorité des marchés financiers;
" 2 ° Shares held in a portfolio managed by an investment service provider controlled by that person within the meaning of Article L. 233-3, as part of the portfolio management service on account of third parties under conditions Laid down by the General Regulation of the Autorité des marchés financiers, unless exceptions provided for by the same general regulation. "
V.-A.-Any natural or legal person acting alone or in concert, who, between June 27, 2004 and December 11, 2004, has crossed into voting rights or capital, one of the thresholds for holding the capital or voting rights provided for in the article L. 233-7 of the Commercial Code, in its version prior to this Law, of a company whose shares are admitted to trading on a regulated market and which, on the basis of Article 51 of Order No. 2004-604 dated 24 June 2004 Reform of the securities regime issued by commercial companies, has not declared its crossings Thresholds because it held the securities in the nominative form, is required to inform the company and the Autorité des marchés financiers of the total number of shares or voting rights it has within three months of publication Of this Act. This information shall be made available to the public in accordance with the conditions laid down in the General Regulation of the Autorité des marchés financiers.
B.-This statement does not concern persons who, since a possible crossing of a threshold During the above mentioned period:
-hold a portion of the capital or voting rights that places them, in the light of the reporting requirements referred to in Article L. 233-7 of the Commercial Code, in the same situation as the one before the said crossing;
-or have stated since December 11, 2004, the crossing of a new threshold.
C.-Beyond the time specified in A, the persons referred to in A are subject to the application of Article L. 233-14 of the Commercial
. -In the first sentence of article L. 233-13 of the same code, the words: Of the fifth, third, half or two-thirds' Are replaced by the words: " Of the fifteenth, fifth, quarter, third, half, two-thirds or nineteen eighths ".
VII. -Article L. 233-14 of the same code is thus amended:
1 ° In the first subparagraph, the words: The first and second paragraphs of Article L. 233-7 the shares exceeding the fraction that would have been declared, when they are " Are replaced by the words: " I and II of Article L. 233-7, actions in excess of the fraction which should have been declared, when they are admitted to negotiations on a regulated market or on a market for financial instruments admitting to the negotiations " ;
2 ° In the third and last paragraphs, the words: " Seventh paragraph " Are replaced by the reference: " VII ".
Article L. 433-3 of the Monetary and Financial Code is supplemented by a III and a IV thus written:
" III. -The Autorité des marchés financiers may provide that the rules referred to in II shall also apply, under conditions and in the manner laid down in its general regulation, to the financial instruments negotiated in any instrument market Financial failure to constitute a regulated market, when the person who manages that market so requests.
" IV. -The General Regulation of the Autorité des marchés financiers shall also lay down the conditions under which any proposed public tender in accordance with the provisions of Section 1 of this Chapter or of this Section shall, where The offer relates to a company holding more than one third of the capital or voting rights of a French or foreign company whose capital securities are admitted to the negotiations on a regulated market of a State Party to the agreement on the Space European economic or equivalent market governed by a foreign law and which constitutes an asset Of the holding company, be accompanied by documents proving that a project of irrevocable and irrevocable public offer is or will be deposited on the whole of the capital of the controlled company or that constitutes an essential asset, at most No later than the opening date of the first public offering.
I. -The I of Article 1 of Act No. 2004-804 of 9 August 2004 for the support of consumption and investment is thus amended:
1 ° To the first and sixth paragraphs, the amount: 20,000 " Is replaced by the amount: " 30,000 " ;
2 ° 1 °, date: " May 31, 2005 " Is replaced by the date: " 31 December 2005 " ;
3 ° The sixth paragraph is supplemented by the words: " And appreciate by taking into account donations of money made by the same donor to the same donee during the period referred to in 1 ° ".
II. -The provisions of the I apply as of February 8, 2005.
I. -After the fifth paragraph of Article L. 441-1 of the Labour Code, a paragraph shall be inserted as follows: '
' In undertakings whose habitual workforce includes at least one and more than one hundred employees, the heads of such undertakings or, in the case of legal persons, their chairpersons, directors-general, managers or members of the Executive Board, and the spouse Of the chief of business if he or she has the status of a collaborating spouse or partner can also benefit from the provisions of the agreement of interest. Such an agreement may not be concluded in a company whose workforce is limited to an employee if the employee also has the capacity of President, General Manager, Manager or Member of the Executive Board. "
II. -Article L. 441-2 of the same code is thus amended:
1 ° In the second subparagraph, after the words: The premiums paid to their employees' shall be inserted: ' And to persons referred to in the sixth paragraph of Article L. 441-1 " ;
2 ° In the fifth paragraph, the word: " Employees " Is replaced by the word: " Beneficiaries " And, after the words: " 20 % of the total gross wages " shall be inserted: And, where applicable, the annual remuneration or professional income of the beneficiaries referred to in the sixth paragraph of Article L. 441-1 imposed on income tax in respect of the preceding year " ;
3 ° The second sentence of the sixth subparagraph is replaced by two sentences written:
" The distribution between the beneficiaries may be uniform, in proportion to the duration of the presence in the undertaking during the financial year or in proportion to the salaries; for the persons mentioned in the sixth paragraph of Article L. 441-1, the In proportion to wages shall take into account the annual remuneration or professional income imposed on income tax in respect of the previous year, within the limit of a ceiling equal to the highest salary paid in the undertaking. The agreement may also jointly retain these different criteria." ;
4 ° In the seventh paragraph, the word: " Employee " Is replaced by the word: " Payee ".
III. -In the sixth paragraph (5) of Article L. 441-3, in the first paragraph of Article L. 441-4 and in the first and second subparagraphs of Article L. 441-5 of the Code, the word: Employees " Is replaced by the word: " Payees ".
IV. -In the first paragraph of Article L. 441-4 of the Code, after the reference: L. 242-1 of the Social Security Code " shall be inserted as follows: And of Article L. 741-10 of the Rural Code, or of professional income within the meaning of Article L. 131-6 of the Code of Social Security and Article L. 731-14 of the Rural Code, and the words: Within the meaning of the same article " Are replaced by the words: " For the purposes of the same articles ".
V. Article L. 441-5 of the Code is supplemented by a paragraph worded as follows:
" The provisions of the preceding two paragraphs shall not apply to amounts paid to individual operators, to partners of partnerships and assimilates who have not opted to be subject to tax on corporations and Joint collaborators and partners. "
VI. -In Article L. 441-6 of the Code, the word " Employee " Is replaced by the word: " Payee ".
VII. -Where an agreement of interest defined in Article L. 441-1 of the Labour Code benefits one of the persons referred to in the I, the date of conclusion of the agreement referred to in the eighth subparagraph of Article L. 441-2 of the same code shall be extended in 2005 to the The first day of the tenth month following the effective date of the effective date. The agreement must be filed by the most diligent party no later than 15 days after the conclusion to the departmental management of the work, employment and vocational training of the place where it was concluded.
After the second subparagraph of Article L. 442-4 of the Labour Code, a paragraph is inserted as follows:
" The sums which could not have been distributed by reason of the rules laid down in this Article shall be subject to an immediate distribution between all the employees to whom, in accordance with the above rules, the sums of a Less than the individual fee ceiling fixed by Order in Council. This ceiling cannot be exceeded as a result of this additional allocation. "
Companies that want to give their employees an exceptional bonus of results-related interest Or the performance recorded in 2004 may do so by 31 December 2005 subject to the following provisions:
1 ° For companies in which an agreement of interest:
(a) Was in force for the 2004 financial year, a specific agreement in the conditions laid down in Article L. 441-1 of the Labour Code, concluded before 30 September 2005, may provide for an exceptional premium to be granted to employees. This agreement shall determine the beneficiaries and the criteria for allocation in accordance with the rules laid down in Article L. 444-4 and in the sixth paragraph of Article L. 441-2 of the Labour Code, within the most favourable limit of 15 % of the amount of The interest paid in respect of the financial year 2004 and 200 by employee; in the absence of an agreement within the aforementioned period, the exceptional premium may be granted by unilateral decision of the employer within the same limits and conditions as in the case of Previous;
(b) Or, in the absence of an interest agreement in force in 2004, is concluded and Laid down in 2005 within the time limits referred to in Article L. 441-2 of the Labour Code, the specific agreement referred to in the a may provide for an exceptional premium within the limit of 200 per employee under the conditions laid down in a. Failing agreement within the aforementioned period, the premium may be paid by unilateral decision of the employer under the same limits and conditions as in the previous case;
2 ° For companies in which no agreement of interest was Applicable under the conditions of 1 °, an exceptional premium may be paid, provided that the negotiation of an interest agreement is initiated under the following conditions:
(a) In the context of a specific agreement entered into under the conditions laid down in Article L. 441-1 of the Labour Code, concluded before 30 September 2005, the premium liable to be granted to each employee shall not exceed 200 per employee. This agreement shall determine the employees benefiting from this exceptional premium and the criteria for allocation in accordance with the rules laid down in Article L. 444-4 and in the sixth paragraph of Article L. 441-2 of the Labour Code;
(b) Failing agreement Within the period mentioned above, the exceptional premium may be granted on the unilateral decision of the employer, within the same limits and conditions as in the previous case.
Exceptionally, the agreements of interest concluded until 30 September 2005 may take effect from 1 January 2005 and benefit from the Exemptions provided for in Articles L. 441-4 and L. 441-6 of the Labour Code, subject to legal deadlines;
3 ° This exceptional premium does not have the character of remuneration within the meaning of Articles L. 242-1 of the Code of Social security and L. 741-10 of the Rural Code, regardless of the period between the date of payment of the exceptional premium and the effective date of an interest agreement referred to in the 1 ° or 2 ° of this Article
Deduct these exceptional premiums from the bases used for the tax base on the Corporations and income tax.
For the purposes of the provisions of section 1668 of the General Tax Code, businesses may reduce their instalment due on December 15, 2005, by an amount equal to the proceeds of the amount of the premium Exceptional reference to 1 ° or 2 °, paid in respect of the financial years ended as from 31 December 2005, by the rate laid down in the second paragraph of I of Article 219 of the same code;
4 ° In the case of an employee who has adhered to a business savings plan Under Chapter III of Title IV of Book IV of the Labour Code shall affect the implementation of this plan, or Part of the exceptional incentive of interest, the interest is exempt from income tax under the conditions laid down in Article L. 441-6 of the same code.
I. -The sums allocated to employees in 2005 as part of the company's results in respect of the last financial year ended can be paid directly until 31 December 2005.
The sums allocated to employees in 2005 at the Article L. 442-5 of the Labour Code shall be negotiable or payable before the expiry of the time limits laid down in Articles L. 442-7 and L. 442-12 of the same Code. Until 31 December 2005, on request of the beneficiary for their daily value Of unblocking. In undertakings which have concluded an agreement under the conditions laid down in Article L. 442-6 of the same code, the application of the provisions of this paragraph to all or part of the share of the sums paid to employees in respect of participation in the Results of the undertaking exceeding the distribution of a special interest reserve calculated in accordance with the procedures laid down in Article L. 442-2 of the same code shall be subject to an agreement negotiated in accordance with Articles L. 442-10 and L. 442-11 of the same code, unless unilateral decision by the employer to permit the Unlocking all of the amounts mentioned in the preceding sentence.
Where the participation agreement provides for the allocation of shares of the undertaking pursuant to Article L. 442-5 of the same code or the allocation of funds to a fund The undertaking devotes to investments pursuant to Article 3 of the same article or to shares of undertakings for collective investment in transferable securities covered by Article L. 214-40 of the Monetary and Financial Code, the release of those shares and Allocated to these funds and shares is subject to a negotiated agreement in the Articles L. 442-10 and L. 442-11 of the Labour Code. This agreement may provide that the payment or grant of certain categories of rights, shares, shares or sums may be made only for part of the sums allocated to employees, in 2005, in respect of participation in the results of Enterprise
II. -The employee may request the release of all or part of the sums mentioned in I. It must be unblocked at once.
III. -The amounts mentioned in the I do not benefit from the income tax exemption provided for in the first paragraph of Article L. 442-8 of the Labour Code. They shall be taxable for their specified amount, taking into account the income, gains or losses resulting from their placement under the conditions laid down in Article L. 442-5 of the Labour Code, in accordance with the rules laid down in Article 158 (5) of the Code. General tax.
IV. -The provisions of this Article shall not apply to the rights to participation assigned to a savings plan for collective retirement.
A decree shall lay down the reporting requirements for the application of this Article
Two months after the promulgation of this Law, undertakings shall inform their employees of the derogatory rights created by this Article.
Article L. 443-5 of the Labour Code is thus Modified:
1 ° The last sentence of the third paragraph reads as follows:
" The subscription price may not be greater than the transfer price so determined, or less than 20 % less than the sale price, or 30 % where the period of non-availability provided for in the plan, pursuant to Article L. 443-6, is greater or equal 10 years." ;
2 ° In the fourth paragraph, after the words: " Referred to in the second paragraph shall be inserted the following words: ' , or between the subscription price and the transfer price determined pursuant to the third paragraph, " ;
3 ° In the last paragraph, after the words: " Referred to in the second paragraph shall be inserted as follows: ' , by the difference between the subscription price and the transfer price determined pursuant to the third paragraph ".
I. -The general tax code is thus amended:
1 ° Article 80 quaterdecies is thus amended:
a) It is added an II thus written:
" II. -The provisions of the I shall apply where the award is made, under the same conditions, by a company whose head office is situated abroad and which is the parent or subsidiary of the undertaking in which the contractor carries on business. ' ;
(b) The provisions of the first subparagraph shall be preceded by the words: I " ;
2 ° The first sentence of Article 200 A (6 bis) reads as follows:
" With the exception of the option for taxation on income according to the rules applicable to salaries and wages, the advantage corresponding to the value on their date of acquisition of the shares referred to in Article 80 quaterdecies is taxed at the rate of 30 %. "
II. -Article L. 242-1 of the Social Security Code is supplemented by a paragraph worded as follows: '
' The provisions of the second subparagraph shall also apply where the allocation is made, under the same conditions, by a company whose registered office is situated abroad and which is the parent or subsidiary of the undertaking in which The contractor carries on business. "
III. -The provisions of I and II shall apply from 1 January 2005.
At the beginning of the last paragraph of Article L. 225-129-6 of the trade code, the words: According to a periodicity fixed by decree in the Council of State " Are replaced by the words: " Every three years ".
I. -Chapter IV of Title IV of Book IV of the Labour Code is supplemented by a Article L. 444-9 worded as
: Art. L. 444-9. -The sums held by an employee, in respect of the special reserve for the participation of employees in the results of the undertaking, of which he has not applied for the grant at the time of termination of his employment contract, may be affected in the Savings plan referred to in articles L. 443-1, L. 443-1-1 and L. 443-1-2, of the new employer. In this case, the period of unavailability of the transferred sums shall be based on the amount of the blocking period provided for in the savings plan referred to in Articles L. 443-1 and L. 443-1-1, on which they have been transferred, unless such sums are used To subscribe to a capital increase under Article L. 443-5.
" The sums held by an employee in a savings plan referred to in Articles L. 443-1 and L. 443-1-1 may be transferred, at the request of the employee, with or without a breach of his employment contract, in another savings plan referred to in the same Articles, containing in its Rules of Procedure a blocking period of a minimum duration equivalent to that in the Regulation of the original plan. In this case, the period of unavailability that has already elapsed from the transferred amounts is attributed to the duration of the block provided for in the plan on which they were transferred, unless these amounts are used to subscribe to a capital increase provided for in Article L. 443-5.
" The sums held by an employee in a savings plan referred to in Articles L. 443-1, L. 443-1-1 and L. 443-1-2 may be transferred, at the request of the employee, with or without a breach of his employment contract, in a savings plan referred to in Article L. 443-1-2.
" The amounts transferred shall not be taken into account for the assessment of the ceiling referred to in the first subparagraph of Article L. 443-2. They shall not give rise to the additional payment of the undertaking provided for in Article L. 443-7, unless the transfer takes place on the expiry of their period of unavailability, or if the sums are transferred from a savings plan referred to in Articles L. 443-1 and L. 443-1-1 to a savings plan referred to in item L. 443-1-2.
" In the event of a change in the legal situation of a company having set up a savings plan referred to in Article L. 443-1, in particular by merger, transfer, absorption or division, making the continuation of the old plan impossible Of savings, the sums allocated to them can be transferred to the savings plan of the new company, after informing the staff representatives under conditions laid down by decree. In this case, the elapsed time to unavailability of the transferred amounts is attributed to the blocking period provided for in the new plan. "
II. -The tenth paragraph of Article L. 442-5, the last sentence of the first subparagraph of Article L. 442-7, the second and third sentences of the first subparagraph of Article L. 443-1-2, the second, third and fourth paragraphs of Article L. 443-2 And the second sentence of the first paragraph of Article L. 443-6 of the Labour Code is deleted.
I. -Article L. 443-3 of the Labour Code is supplemented by a paragraph worded as follows:
" A company whose securities are not admitted to negotiations on a regulated market and which has offered its securities to the members of its business savings plan without determining the transfer price in accordance with the legislative provisions and Directive on the valuation of its securities does not benefit from the tax and social exemptions provided for in the last paragraph of Article L. 443-5 and Article L. 443-8. "
II. -Article L. 443-5 of the Code is supplemented by a paragraph worded as follows: '
' When a company proposes to the members of an enterprise savings plan to subscribe to its obligations, the transfer price is fixed according to conditions laid down by decree in the Council of State. "
III. -The provisions of the I shall enter into force one year after the publication of this Law.
Article L. 443-1 of the The work is supplemented by two sub-paragraphs written:
" Where the savings plan is not established pursuant to an agreement with staff, undertakings shall be required to communicate the nominal list of all their employees to the establishment authorised for conservation activities or The administration of financial instruments pursuant to Article L. 542-1 of the Monetary and Financial Code, to which they have entrusted the holding of the accounts of the members. This institution shall inform each employee personally of the existence of an enterprise savings plan in the enterprise.
" The provisions of the preceding paragraph shall not apply to undertakings which have provided all employees with an individual information note on the existence and content of the plan provided for in the regulation of the business savings plan.
I. -In the second paragraph of Article L. 3511-2 of the Public Health Code, the words: Nineteen cigarettes " Are replaced by the words: " Twenty cigarettes and packages of more than twenty that are not composed of a number of multiple cigarettes of five and containers of less than thirty grams of fine cut tobacco intended for the rolling of cigarettes, regardless of their Packaging ".
II. -I enter into force on or after January 2, 2006.
III. -The third paragraph of Article L. 3511-2 of the Public Health Code is deleted.
Under the conditions laid down by Article 38 of the Constitution, the Government is entitled to make, by order, within a period expiring on the last day of the twelfth month following the publication of this Law, measures of a legislative nature allowing the With such modifications as the circumstances require, the provisions of this Law shall New Caledonia, in French Polynesia, in the Wallis and Futuna Islands and in Mayotte.
The bill to ratify these orders will be tabled in Parliament no later than the last day of the eighteenth month following the Publication of this Act.
I. -Under the conditions laid down in Article 38 of the Constitution, the Government is authorized to take, by order, the legislative measures necessary to amend and supplement the provisions relating to the definition, to the modes The acquisition, administration, protection and litigation of the public domain and the private domain, movable property, the State, the territorial authorities, public establishments and other public persons with the Legal personality, to the authentication of acts held in enjoyment by these Public persons, the system of charges and public goods, both in respect of their institution and their recovery, as well as those relating to the carrying out and control of the operations of lease, acquisition and The alienation of these public persons, in order to simplify them, to clarify them, to harmonize them, to improve management and to codify them.
II. -The order must be made within nine months after the publication of this Act. A bill of ratification shall be tabled in Parliament within three months of the publication of the order.
The building belonging to the State, located 13 rue de l' Université, in Paris, still temporarily used by some of the services of the Ecole Nationale d' Administration, which carry out administrative and training missions there, can be Sold in its current nature and destination. The act of disposal will include clauses to preserve the continuity of the public service.
I. -Under the conditions laid down in Article 38 of the Constitution, the Government is authorized to define, by order, the legal regime of collective investment undertakings in real estate, with the exception of their tax system. In this context, it will set out the principles to be applied with regard to the protection of shareholders, in particular with regard to the dispersion of risks, the list of eligible assets, their assessment and the maintenance of market
. -Under the conditions laid down in Article 38 of the Constitution, the Government is authorized to define, by order, the terms and conditions for the conversion of civil property investment companies into collective investment undertakings in Real estate, with the exception of the related tax
. -The orders under I and II of this Article shall be made within three months of the publication of this Law. For each order, a bill of ratification shall be tabled in Parliament within three months of its publication.
Title V of the book Ier of the Monetary and Financial Code is supplemented by a Chapter III thus written:
"Chapter III
" Bank properties Foreign power stations
" Art. L. 153-1. -Property of any kind may not be seized, including foreign reserve assets, which central banks or foreign monetary authorities hold or manage on their behalf or that of the State or foreign States of which they Report.
" By way of exception to the provisions of the first paragraph, a creditor with an enforceable right to a liquid debt and payable may apply to the enforcement judge for the authorization to continue the execution under the conditions laid down in the Law No. 91-650 of 9 July 1991 on the reform of civil enforcement procedures if it establishes that assets held or managed on its own account by the central bank or the foreign monetary authority are part of a heritage which it affects to A main activity under private law. "
This Act will be enforced as the law of the State.
Done at Paris, July 26, 2005.
Jacques Chirac
By the President Of the Republic:
Prime Minister,
Dominique de Villepin
The Minister of Employment, Social Cohesion
and Housing,
Jean-Louis Borloo
The Minister of the Economy,
Finance and Industry,
Thierry Breton
The Seals Guard, Minister of Justice,
Pascal Clément
Budget Minister
and State Reform,
Government Spokesperson,
Jean-François Copé
Associate Minister The job, the
job, and the job placement of young people,
Gérard Larcher
(1) Act No. 2005-842.
- Community Directives:
Directive 2003 /125/EC of 22 December 2003 laying down detailed rules for the application of Directive 2003 /6/EC of the European Parliament and of the Council with regard to the fair presentation of investment recommendations and the mention Conflicts of interest.
-Preparatory work:
National Assembly:
Bill 2249;
Report by Mr Gilles Carrez, on behalf of the Committee on Finance, No 2342;
Opinion by Mr Patrick Ollier, on behalf of the Committee on Economic Affairs, No 2329 ;
Opinion of Mr Philippe Houillon, on behalf of the Committee on Laws, No 2333;
Discussion on 21 and 22 June 2005 and adoption, after declaration of emergency, on 28 June 2005.
Senate:
Bill, adopted by the National Assembly, No. 433 (2004-2005);
Report by Philippe Marini, General Rapporteur, on behalf of the Committee on Finance, No. 438 (2004-2005);
Opinion By Isabelle Debré, on behalf of the Committee on Social Affairs, No. 436 (2004-2005);
Opinion of Mr François-Noël Buffet, on behalf of the Committee on Laws, No. 437 (2004-2005);
Discussion on 4 and 5 July 2005 and adoption on 5 July 2005.
National Assembly:
Bill, as amended by the Senate, No. 2446;
Report by Gilles Carrez, on behalf of the Joint Joint Committee, No. 2466;
Discussion and adoption on July 13, 2005.
Senate:
Report by Philippe Marini, on behalf of the Joint Joint Committee, No. 475 (2004-2005);
Discussion and adoption on 13 July 2005.
