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As in the case of the death of a natural person, the merger of two legal persons entails, with the disappearance of the company, a universal transfer of assets to the benefit of the absorbing company or the new company resulting from the merger.
However, the Court of Cassation has placed restrictions on this principle of universal transmission in the area of suretyship. The disappearance by merger of the creditor, principal debtor or guarantor company puts an end to the obligation of coverage on the effective date of the merger. Jurisprudence certainly protective of sureties but not free from defects as Grégory Damy explains to us.
Download the article published in “Droit&Patrimoine” in pdf format Maître Grégory DAMY, lawyer at the bar of Nice. Civil right
