Universal transfer of assets

Universal transfer of assets (transmission universelle de patrimoine — TUP) is a French legal mechanism allowing a 100%-parent company to dissolve a subsidiary without formal liquidation, automatically absorbing all of its assets and liabilities in a single operation — without individual asset transfer instruments. Completed by a dissolution resolution and commercial register filing with a 30-day creditor opposition period, it is the French equivalent of the Swiss simplified merger. In M&A, it is used post-acquisition to simplify group legal structures and reduce ongoing administrative costs.

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Example: 12 months after acquiring a 100%-owned French subsidiary, the acquiring group completes a TUP: dissolution of the subsidiary, automatic absorption of all assets (CHF 4.5 million) and liabilities (CHF 1.8 million) by the parent — with no individual transfer documents required. The TUP is completed in 6 weeks (resolution + opposition period), simplifying the group structure and saving CHF 35,000 in annual administrative costs.

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Hectelion advises on TUP procedures in post-acquisition French group restructuring to simplify legal structures and reduce administrative overhead.