Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June... (32017L1132)
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Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (codification) (Text with EEA relevance. )
- DIRECTIVE (EU) 2017/1132 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
- of 14 June 2017
- relating to certain aspects of company law
- (codification)
- (Text with EEA relevance)
- TITLE I
- GENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF LIMITED LIABILITY COMPANIES
- CHAPTER I
- Subject matter
- Article 1
- 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
- Disclosure and interconnection of central, commercial and companies registers
- Section 1
- General provisions
- Article 13
- Scope
- Article 14
- Documents and particulars to be disclosed by companies
- Article 15
- Changes in documents and particulars
- Article 16
- Disclosure in the register
- 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 particulars
- 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
- Disclosure rules applicable to branches of companies from other Member States
- Article 29
- Disclosure of documents and particulars relating to a branch
- Article 30
- Documents and particulars to be disclosed
- 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
- Article 36
- Disclosure of documents and particulars relating to a branch
- Article 37
- Compulsory documents and particulars to be disclosed
- Article 38
- Limits of compulsory disclosure of accounting documents
- Article 39
- Information on letters and order forms
- Section 4
- Application and implementing arrangements
- Article 40
- Penalties
- Article 41
- Persons carrying out disclosure formalities
- Article 42
- Exemptions to provisions on disclosure of accounting documents for branches
- Article 43
- Contact Committee
- CHAPTER IV
- Capital maintenance and alteration
- Section 1
- Capital requirements
- Article 44
- General provisions
- Article 45
- Minimum capital
- Article 46
- Assets
- Article 47
- Issuing price of shares
- Article 48
- Paying up of shares issued for a consideration
- 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
- Article 56
- General rules on distribution
- Article 57
- Recovery of distributions unlawfully made
- Article 58
- Serious loss of the subscribed capital
- 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
- Article 84
- Derogation from certain requirements
- Article 85
- Equal treatment of all shareholders who are in the same position
- Article 86
- Transitional provisions
- TITLE II
- MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES
- CHAPTER I
- Mergers of public limited liability companies
- Section 1
- General provisions on mergers
- Article 87
- General provisions
- Article 88
- Rules governing mergers by acquisition and mergers by formation of a new company
- Article 89
- Definition of a ‘merger by acquisition’
- Article 90
- Definition of a ‘merger by the formation of a new company’
- 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
- Article 109
- 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
- Article 116
- Mergers with cash payment exceeding 10 %
- Article 117
- Mergers without all of the transferring companies ceasing to exist
- 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
- Publication
- Article 124
- Report of the management or administrative organ
- Article 125
- Independent expert report
- Article 126
- Approval by the general meeting
- Article 127
- 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 134
- Validity
- CHAPTER III
- Divisions of public limited liability companies
- Section 1
- General provisions
- Article 135
- General provisions on division operations
- 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
- Article 155
- Definition of a ‘division by the formation of new companies’
- Article 156
- Application of rules on divisions by acquisition
- Section 4
- Divisions under the supervision of a judicial authority
- Article 157
- Divisions under the supervision of a judicial authority
- Section 5
- Other operations treated as divisions
- Article 158
- Divisions with cash payment exceeding 10 %
- Article 159
- Divisions without the company being divided ceasing to exist
- Section 6
- Application arrangements
- Article 160
- Transitional provisions
- TITLE III
- FINAL PROVISIONS
- Article 161
- Data protection
- Article 162
- Report, regular dialogue on the system of interconnection of registers and review
- 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) AND 13, ARTICLES 29(1), 36(1) AND 67(1) AND POINT (a) OF ARTICLE 119(1)
- ANNEX III
- PART A
- REPEALED DIRECTIVES WITH LIST OF THE SUCCESSIVE AMENDMENTS THERETO
- (REFERRED TO IN ARTICLE 166)
- PART B
- TIME LIMITS FOR TRANSPOSITION INTO NATIONAL LAW AND DATES OF APPLICATION
- (REFERRED TO IN ARTICLE 166)
- ANNEX IV
- CORRELATION TABLE
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