Universal transfer of assets (transmission universelle de patrimoine, or TUP) lets a French parent company absorb a wholly-owned subsidiary without a full merger deed or a formal liquidation. The subsidiary dissolves, and every asset, liability, contract and pending lawsuit passes to the sole shareholder automatically, as one legal block, under Article 1844-5 of the French Civil Code. The mechanism only works when one shareholder owns 100% of the subsidiary's shares — any minority stake forces a standard merger or liquidation instead, which changes the timeline and the paperwork substantially in 2026.
- Universal transfer of assets (TUP) under Article 1844-5 of the Civil Code dissolves a wholly-owned French subsidiary without liquidation.
- All assets, liabilities, contracts and litigation transfer to the sole shareholder automatically — no asset-by-asset sale.
- Creditors get a 30-day opposition window after publication in a legal announcement journal before the transfer is final.
- TUP only applies at 100% ownership; any minority shareholder means a simplified merger (fusion simplifiée) instead.
- Employment contracts transfer automatically under Article L1224-1 of the Labor Code, without individual employee consent.
Why this matters
Groups restructure for concrete reasons: a holding absorbing a dormant subsidiary after an acquisition, a founder consolidating two entities post-fundraising, or an international group cleaning up a French SASU that no longer trades independently. Get the simplified merger route confused with a TUP dissolution and you either overpay for a merger deed you didn't need, or you skip the 30-day creditor notice and expose the surviving entity to a court challenge months later.
The decision at risk is timing and liability transfer, not paperwork volume. A subsidiary with real estate, ongoing litigation, or unconsolidated tax positions carries risk into the parent the moment the TUP takes effect — there's no due diligence gate the way there is in an acquisition. Founders and holding groups who treat TUP as a formality rather than a closing event are the ones who get creditor opposition claims in 2026.
What is a universal transfer of assets in France?
TUP is a dissolution mechanism, not a contract between two companies. When a company becomes single-shareholder (an EURL or a wholly-owned SASU) and that shareholder decides to dissolve it, Article 1844-5 paragraph 3 of the Civil Code says the dissolution does not trigger liquidation. Instead, the subsidiary's entire patrimoine — assets, debts, contracts, employees, IP, litigation — transfers to the shareholder as a single universal block.
This differs sharply from standard liquidation, where a liquidator sells assets one by one, pays creditors, and distributes any surplus. It also differs from a full merger, which requires a merger deed, a merger project deposit, and often new shares issued to the absorbed company's shareholders. TUP needs none of that at 100% ownership — the sole shareholder decision, the legal publication, and the RCS filing are the entire formal path.
| Route | Shareholding required | Typical formalities | Best for |
|---|---|---|---|
| TUP (Art. 1844-5) | 100% single shareholder | Dissolution decision, JAL publication, 30-day creditor opposition, RCS filing | Absorbing a dormant or wholly-owned subsidiary |
| Simplified merger (fusion simplifiée) | 100% parent-subsidiary | Merger deed, project deposit, one-month notice, optional creditor opposition | Formal merger where the subsidiary keeps operating until closing |
| Standard liquidation | Any shareholding | Liquidator appointment, asset-by-asset sale, creditor payment, surplus distribution | Winding down entities with multiple shareholders or unresolved liabilities |
Simplified merger vs universal transfer of assets
The simplified French merger process under Article L236-11 of the Commercial Code and TUP under Article 1844-5 of the Civil Code both skip shareholder approval meetings and auditor reports when the parent owns 100% of the subsidiary. That's where the similarity ends.
A simplified merger is still a merger: it uses a merger deed, a deposited merger project, and a one-month window before the operation can close, and the absorbed company remains a going concern with its own name and registrations until the merger date. TUP is a dissolution: the sole shareholder simply decides to dissolve the subsidiary, and the law does the rest — no merger contract, no exchange ratio, no new shares. Groups pick TUP over a simplified merger specifically to avoid drafting a merger deed for a subsidiary that has no independent operations left.
Article 1844-5 dissolution without liquidation
The operational sequence runs in four steps:
- Sole shareholder decision. The shareholder records a decision to dissolve the subsidiary — no shareholder vote needed since there's only one shareholder.
- Legal announcement publication. The dissolution is published in a journal d'annonces légales (JAL), which starts the clock on creditor rights.
- 30-day creditor opposition window. Creditors of the dissolved subsidiary can oppose the transfer within 30 days of publication. A court can order guarantees or delay the transfer if an opposition is upheld.
- RCS filing and deregistration. Once the opposition period closes without a successful challenge, the subsidiary is struck from the Registre du Commerce et des Sociétés, and the transfer becomes final and automatic.
Real estate, registered IP rights, and litigation all move with the block — but each carries its own registration formality (land registry update, INPI filing, substitution of party in ongoing proceedings) that has to happen alongside the corporate filing, not instead of it.
“TUP moves everything at once, but every asset class still needs its own registration update behind the scenes.”
Why the TUP timeline varies
- Real estate in the subsidiary. Property triggers notarial formalities and land registry filings that run on their own schedule, independent of the 30-day opposition window.
- Employees on the payroll. Contracts transfer automatically under Article L1224-1 of the Labor Code, but a CSE (works council) consultation, when one exists, adds weeks before the dissolution decision can even be recorded.
- Creditor opposition during the 30-day window. A single successful opposition can force the parent to post guarantees or delay closing past the standard timeline.
- Ongoing litigation or regulated licenses. Litigation transfers by substitution of party; regulated licenses (financial services, healthcare) often need separate regulator sign-off that TUP alone doesn't provide.
- Tax consolidation status. If the subsidiary sits inside a French tax group (intégration fiscale), restructuring the group has to be sequenced around the transfer date, not after it.
- Foreign-registered assets or IP. Trademarks or patents registered outside France need local filings in parallel with the French RCS deregistration — TUP has no cross-border reach on its own.
For groups running this alongside a broader international holding expansion, the TUP filing is usually the easy part; sequencing it against local entity closures in other jurisdictions is where the real project management happens.
Is TUP the same as a merger?
No — TUP dissolves the subsidiary directly under Article 1844-5 of the Civil Code, with no merger deed and no shares issued. A merger, even in simplified form under Article L236-11, is a contract between two companies that keeps the absorbed entity operating as a going concern until the merger date.
How long does the creditor opposition period last?
30 days from publication in the legal announcement journal is the standard opposition window. If a creditor files an opposition within that period, a court can order the parent to post guarantees or delay the transfer until the dispute resolves.
Do employees transfer automatically in a TUP?
Yes — employment contracts transfer automatically under Article L1224-1 of the Labor Code, with no individual employee consent required. A CSE consultation, when the subsidiary has one, typically has to happen before the dissolution decision is formally recorded.
Lina structures TUP filings as part of its international expansion and company-formation work: senior lawyers handle the creditor notice, the RCS filing, and the closing book, while agents draft the standard dissolution decision and publication text — the same 82%-agents, senior-lawyer-sign-off split Lina runs across its fixed-fee matters.
Structure your TUP filing correctly
Fixed-fee scoping within one hour, senior lawyer sign-off on every closing document.
FAQ
What is a universal transfer of assets in France?
A universal transfer of assets (transmission universelle de patrimoine) dissolves a wholly-owned French subsidiary under Article 1844-5 of the Civil Code and transfers all its assets, liabilities and contracts to the sole shareholder automatically, without liquidation.
Does TUP work if I only own 90% of the subsidiary?
No, TUP under Article 1844-5 requires 100% ownership by a single shareholder. At any lower stake, a simplified merger or standard liquidation applies instead.
How long does a TUP dissolution take from decision to final filing?
The core legal window is the 30-day creditor opposition period after publication, plus the time to prepare the dissolution decision and file with the RCS afterward. Real estate, litigation, or works council consultation can extend that timeline well past 30 days.
Is TUP better than a simplified merger for absorbing a subsidiary?
TUP is faster and simpler when the subsidiary has no independent operations left, because it skips the merger deed and share exchange required in a simplified merger under Article L236-11. A simplified merger fits better when the subsidiary keeps trading until closing.
Do creditors have to approve a TUP dissolution?
Creditors do not have to approve it, but they get a 30-day opposition window after publication to challenge the transfer in court and request guarantees or a delay.
Does universal transfer of assets apply to foreign subsidiaries?
TUP under French law only dissolves and transfers a French-registered subsidiary. Assets or IP registered outside France still need separate local filings alongside the French RCS deregistration.
What happens to employees during a TUP?
Employment contracts transfer automatically to the parent company under Article L1224-1 of the Labor Code, with no individual employee consent needed, though CSE consultation may be required first.
One last thing
The part founders skip is the CSE consultation timing, not the creditor notice. Groups that sequence the dissolution decision before consulting a works council that legally requires consultation end up re-running the process from step one — costing more time in 2026 than the 30-day opposition window ever does.
