This is an operation by which a company:

• transfers, as a result of its dissolution without liquidation, all its assets and liabilities, actively or passively, to several newly formed companies; or
• transfers, without dissolution, to one or more newly formed companies, part or all of its assets and liabilities, in return for the allocation to its members of shares in the beneficiary companies. A balancing cash adjustment which can not exceed 10 % of the nominal value of the shares may be paid too.