Lexparency.org
Deutsch
Español
Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017
Relating to certain aspects of company law
(Text with EEA relevance)- Recitals
TITLE I — GENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF LIMITED LIABILITY COMPANIES- CHAPTER I — Subject matter
- CHAPTER II — Incorporation and nulity of the company and validity of its obligations
- Section 1 — Incorporation of the public liability company
- Article 2 — Scope
- Article 3 — Compulsory information to be provided in the statutes or instruments of incorporation
- Article 4 — Compulsory information to be provided in the statutes or instruments of incorporation or separate documents
- Article 5 — Authorisation for commencing business
- Article 6 — Multiple-member companies
- Section 2 — Nullity of the limited liability company and validity of its obligations
- Article 7 — General provisions and joint and several liability
- Article 8 — Effects of disclosure with respect to third parties
- Article 9 — Acts of the organs of a company and its representation
- Article 10 — Drawing up and certification of the instrument of constitution and the company statutes in due legal form
- Article 11 — Conditions for nullity of a company
- Article 12 — Consequences of nullity
- CHAPTER III — Online procedures (formation, registration and filing), disclosure and registers
- Section 1 — General provisions
- Section 1A — Online formation, online filing and disclosure
- Article 13g — Online formation of companies
- Article 13h — Templates for online formation of companies
- Article 13i — Disqualified directors
- Article 13j — Online filing of company documents and information
- Article 14 — Documents and particulars to be disclosed by companies
- Article 15 — Changes in documents and particulars
- Article 16 — Disclosure in the register
- Article 16a — Access to disclosed information
- Article 17 — Up-to-date information on national law with regard to the rights of third parties
- Article 18 — Availability of electronic copies of documents and particulars
- Article 19 — Fees chargeable for documents and information
- Article 20 — Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of a company from the register
- Article 21 — Language of disclosure and translation of documents and particulars to be disclosed
- Article 22 — System of interconnection of registers
- Article 23 — Development and operation of the platform
- Article 24 — Implementing acts
- Article 25 — Financing
- Article 26 — Information on letters and order forms
- Article 27 — Persons carrying out disclosure formalities
- Article 28 — Penalties
- Section 2 — Registration and disclosure rules applicable to branches of companies from other Member States
- Article 28a — Online registration of branches
- Article 28b — Online filing of documents and information for branches
- Article 28c — Closure of branches
- Article 29 — Disclosure of documents and particulars relating to a branch
- Article 30 — Documents and particulars to be disclosed
- Article 30a — Changes to documents and information of the company
- Article 31 — Limits on the compulsory disclosure of accounting documents
- Article 32 — Language of disclosure and translation of documents to be disclosed
- Article 33 — Disclosure in cases of multiple branches in a Member State
- Article 34 — Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of the company from the register
- Article 35 — Information on letters and order forms
- Section 3 — Disclosure rules applicable to branches of companies from third countries
- Section 4 — Application and implementing arrangements
- CHAPTER IV — Capital maintenance and alteration
- Section 1 — Capital requirements
- Section 2 — Safeguards as regards statutory capital
- Article 49 — Experts' report on consideration other than in cash
- Article 50 — Derogation from the requirement for an experts' report
- Article 51 — Consideration other than in cash without an experts' report
- Article 52 — Substantial acquisitions after incorporation or authorisation to commence business
- Article 53 — Shareholders' obligation to pay up contributions
- Article 54 — Safeguards in the event of conversion
- Article 55 — Modification of the statutes or of the instrument of incorporation
- Section 3 — Rules on distribution
- Section 4 — Rules on companies' aquisitions of their own shares
- Article 59 — No subscription of own shares
- Article 60 — Acquisition of own shares
- Article 61 — Derogation from rules on acquisition of own shares
- Article 62 — Consequences of illegal acquisition of own shares
- Article 63 — Holding of own shares and annual report in case of acquisition of own shares
- Article 64 — Financial assistance by a company for acquisition of its shares by a third party
- Article 65 — Additional safeguards in case of related party transactions
- Article 66 — Acceptance of the company's own shares as security
- Article 67 — Subscription, acquisition or holding of shares by a company in which the public limited liability company holds a majority of the voting rights or on which it can exercise a dominant influence
- Section 5 — Rules for the increase and reduction of capital
- Article 68 — Decision by the general meeting on the increase of capital
- Article 69 — Paying up shares issued for consideration
- Article 70 — Shares issued for consideration other than in cash
- Article 71 — Increase in capital not fully subscribed
- Article 72 — Increase in capital by consideration in cash
- Article 73 — Decision by the general meeting on reduction in the subscribed capital
- Article 74 — Reduction in the subscribed capital in case of several classes of shares
- Article 75 — Safeguards for creditors in case of reduction in the subscribed capital
- Article 76 — Derogation from safeguards for creditors in case of reduction in the subscribed capital
- Article 77 — Reduction in the subscribed capital and the minimum capital
- Article 78 — Redemption of subscribed capital without reduction
- Article 79 — Reduction in the subscribed capital by compulsory withdrawal of shares
- Article 80 — Reduction in the subscribed capital by the withdrawal of shares acquired by the company itself or on its behalf
- Article 81 — Redemption of the subscribed capital or its reduction by withdrawal of shares in case of several classes of shares
- Article 82 — Conditions for redemption of shares
- Article 83 — Voting requirements for the decisions of the general meeting
- Section 6 — Application and implementing arrangements
- TITLE II — CONVERSIONS, MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES
- CHAPTER -I — Cross-border conversions
- Article 86a — Scope
- Article 86b — Definitions
- Article 86c — Procedures and formalities
- Article 86d — Draft terms of cross-border conversions
- Article 86e — Report of the administrative or management body for members and employees
- Article 86f — Independent expert report
- Article 86g — Disclosure
- Article 86h — Approval by the general meeting
- Article 86i — Protection of members
- Article 86j — Protection of creditors
- Article 86k — Employee information and consultation
- Article 86l — Employee participation
- Article 86m — Pre-conversion certificate
- Article 86n — Transmission of the pre-conversion certificate
- Article 86o — Scrutiny of the legality of the cross-border conversion by the destination Member State
- Article 86p — Registration
- Article 86q — Date on which the cross-border conversion takes effect
- Article 86r — Consequences of a cross-border conversion
- Article 86s — Independent experts
- Article 86t — Validity
- CHAPTER I — Mergers of public limited liability companies
- Section 1 — General provisions on mergers
- Section 2 — Merger by acquisition
- Article 91 — Draft terms of merger
- Article 92 — Publication of the draft terms of merger
- Article 93 — Approval by the general meeting of each of the merging companies
- Article 94 — Derogation from the requirement of approval by the general meeting of the acquiring company
- Article 95 — Detailed written report and information on a merger
- Article 96 — Examination of the draft terms of merger by experts
- Article 97 — Availability of documents for inspection by shareholders
- Article 98 — Protection of employees' rights
- Article 99 — Protection of the interests of creditors of the merging companies
- Article 100 — Protection of the interests of debenture holders of the merging companies
- Article 101 — Protection of holders of securities, other than shares, to which special rights are attached
- Article 102 — Drawing up and certification of documents in due legal form
- Article 103 — Date on which a merger takes effect
- Article 104 — Publication formalities
- Article 105 — Consequences of a merger
- Article 106 — Civil liability of members of the administrative or management bodies of the company being acquired
- Article 107 — Civil liability of the experts responsible for drawing up the expert report on behalf of the company being acquired
- Article 108 — Conditions for nullity of a merger
- Section 3 — Merger by formation of a new company
- Section 4 — Acquisition of one company by another which holds 90 % or more of its shares
- Article 110 — Transfer of all assets and liabilities by one or more companies to another company which is the holder of all their shares
- Article 111 — Exemption from the requirement of approval by the general meeting
- Article 112 — Shares held by or on behalf of the acquiring company
- Article 113 — Merger by acquisition by a company which holds 90 % or more of the shares of a company being acquired
- Article 114 — Exemption from requirements applicable to mergers by acquisition
- Article 115 — Transfer of all assets and liabilities by one or more companies to another company which is the holder of 90 % or more of their shares
- Section 5 — Other operations treated as mergers
- CHAPTER II — Cross-border mergers of limited liability companies
- Article 118 — General provisions
- Article 119 — Definitions
- Article 120 — Further provisions concerning scope
- Article 121 — Conditions relating to cross-border mergers
- Article 122 — Common draft terms of cross-border mergers
- Article 123 — Disclosure
- Article 124 — Report of the administrative or management body for members and employees
- Article 125 — Independent expert report
- Article 126 — Approval by the general meeting
- Article 126a — Protection of members
- Article 126b — Protection of creditors
- Article 126c — Employee information and consultation
- Article 127 — Pre-merger certificate
- Article 127a — Transmission of the pre-merger certificate
- Article 128 — Scrutiny of the legality of the cross-border merger
- Article 129 — Date on which the cross-border merger takes effect
- Article 130 — Registration
- Article 131 — Consequences of a cross-border merger
- Article 132 — Simplified formalities
- Article 133 — Employee participation
- Article 133a — Independent experts
- Article 134 — Validity
- CHAPTER III — Divisions of public limited liability companies
- Section 1 — General provisions
- Section 2 — Division by acquisition
- Article 136 — Definition of a division by acquisition
- Article 137 — Draft terms of division
- Article 138 — Publication of the draft terms of division
- Article 139 — Approval by the general meeting of each company involved in a division
- Article 140 — Derogation from the requirement of approval by the general meeting of a recipient company
- Article 141 — Detailed written report and information on a division
- Article 142 — Examination of the draft terms of division by experts
- Article 143 — Availability of documents for inspection by shareholders
- Article 144 — Simplified formalities
- Article 145 — Protection of employees' rights
- Article 146 — Protection of the interests of creditors of companies involved in a division; joint and several liability of the recipient companies
- Article 147 — Protection of holders of securities, other than shares, to which special rights are attached
- Article 148 — Drawing up and certification of documents in due legal form
- Article 149 — Date on which a division takes effect
- Article 150 — Publication formalities
- Article 151 — Consequences of a division
- Article 152 — Civil liability of members of the administrative or management bodies of a company being divided
- Article 153 — Conditions for nullity of a division
- Article 154 — Exemption from the requirement of approval by the general meeting of the company being divided
- Section 3 — Division by the formation of new companies
- Section 4 — Divisions under the supervision of a judicial authority
- Section 5 — Other operations treated as divisions
- Section 6 — Application arrangements
- CHAPTER IV — Cross-border divisions of limited liability companies
- Article 160a — Scope
- Article 160b — Definitions
- Article 160c — Procedures and formalities
- Article 160d — Draft terms of cross-border divisions
- Article 160e — Report of the administrative or management body for members and employees
- Article 160f — Independent expert report
- Article 160g — Disclosure
- Article 160h — Approval by the general meeting
- Article 160i — Protection of members
- Article 160j — Protection of creditors
- Article 160k — Employee information and consultation
- Article 160l — Employee participation
- Article 160m — Pre-division certificate
- Article 160n — Transmission of the pre-division certificate
- Article 160o — Scrutiny of the legality of the cross-border division
- Article 160p — Registration
- Article 160q — Date on which the cross-border division takes effect
- Article 160r — Consequences of a cross-border division
- Article 160s — Simplified formalities
- Article 160t — Independent experts
- Article 160u — Validity
- TITLE III — FINAL PROVISIONS
- Article 161 — Data protection
- Article 162 — Report, regular dialogue on the system of interconnection of registers and review
- Article 162a — Amendments to the Annexes
- Article 163 — Exercise of the delegation
- Article 164 — Committee procedure
- Article 165 — Communication
- Article 166 — Repeal
- Article 167 — Entry into force
- Article 168 — Addressees
- ANNEX I — TYPES OF COMPANIES REFERRED TO IN ARTICLE 2(1) AND (2), ARTICLE 44(1) AND (2), ARTICLE 45(2), ARTICLE 87(1) AND (2) AND ARTICLE 135(1)
- ANNEX II — TYPES OF COMPANIES REFERRED TO IN ARTICLES 7(1), 13, 29(1), 36(1), 67(1), POINTS (1) AND (2) OF ARTICLE 86B, POINT (A) OF ARTICLE 119(1), AND POINT (1) OF ARTICLE 160B
- ANNEX IIA — TYPES OF COMPANIES
- ANNEX III — PART A
- ANNEX IV — CORRELATION TABLE