Article 565 — Merger of Business Organizations

1/ Merger of business organizations is an operation whereby two or more organizations merge into one either by one of them acquiring the rest or two or more organizations forming a new organization and merging into the new one. 2/ a merger by the formation of a new organization is the operation whereby two or more business organizations are wound up without liquidation by transferring all their assets and liabilities to an organization they themselves form. The shareholders or partners of the business organizations that are wound up are issued in exchange shares in the new organization. They may also be given, as the case may be, additional payment in cash. 3/ a merger by acquisition is the operation whereby one or more business organizations are wound up without liquidation by transferring all their assets and liabilities to a preexisting organization. The shareholders or partners of the business organization that is wound up are issued in exchange shares in the acquiring organization. They may also be given, as the case may be, additional payment in cash. 4/ a business organization under liquidation to dissolve may merge with another organization before distribution of assets takes place. 5/ merger may take place between any forms of business organizations.