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THE CONTEXT
Ensure the legal validity of your company’s reorganization
The transformation of a company is a major and transformative step in the life of a business, whether it involves a change in legal form or an adaptation to new strategic goals. To ensure the legality of this process and protect the interests of the partners, the Commercial Code provides, in certain cases, for the appointment of a transformation commissioner.
This independent professional plays a crucial role : he certifies that the company’s equity is at least equal to its paid-in capital, a prerequisite for the legal validity of the conversion. Beyond this verification, he helps ensure the transaction’s integrity by providing a guarantee of impartiality and compliance with legal, financial, and accounting requirements, while bolstering stakeholder confidence.
OUR GOALS
Compliance, transparency, and security
Our mission is to provide legal assurance for the transformation process to ensure its compliance and validity. This is part of our approach to supporting companies through strategic changes, whether they involve growth, going public, or a business transfer.
We ensure that the interests of partners and creditors are protected while demonstrating the company’s financial soundness following the reorganization. This approach enhances the transparency of the process and helps prevent any risk of invalidity, thereby ensuring the reliability and sustainability of the transaction.
OUR STRENGTHS
« Our role in auditing : transforming regulatory constraints into genuine strategic levers. Beyond control, auditing is a common language that reassures shareholders, partners, and markets. »
THE PROCESS
Key Milestones of the Transformation Office
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1
Preliminary analysis and review
In-depth review of the company : current articles of incorporation, financial status, and reasons for the restructuring. Verification of eligibility and identification of any legal or financial obstacles, as well as collection and analysis of accounting and legal documentation.
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2
Audit and valuation of equity
Review of financial statements and verification of the accuracy of shareholders equity based on the most recent approved annual financial statements or a certified interim financial statement. Review of provisions, off-balance-sheet commitments, and items that may affect shareholders’ equity in accordance with CNCC standards.
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3
Preparation and submission of the report
Preparation of a report certifying that shareholders’ equity is at least equal to the paid-in capital (art. R.224-3) and making the report available at least eight days prior to the general meeting. Filing of the report with the clerk of the commercial court, attached to the minutes of the meeting.
OUR SCOPE OF ACTION
Expertise tailored to each industry sector
NG offers SMEs and family-owned mid-sized companies tailored solutions specific to a wide range of sectors. The solutions offered are customized and perfectly meet the unique needs and challenges of each client.
