company — a limited liability company of a type listed in Annex II (23)

company — a limited liability company of a type listed in Annex II that carries out a cross-border conversion (5)

company being divided — a company which, in the process of a cross-border division, transfers all its assets and liabilities to two or more companies in the case of a full division, or transfers part of its assets and liabilities to one or more companies in the case of a partial division or division by separation (23)

converted company — a company formed in a destination Member State as a result of a cross-border conversion. Article 86c Procedures and formalities In compliance with Union law, the law of the departure Member State shall govern those parts of the procedures and formalities to be complied with in connection with the cross‐border conversion in order to obtain the pre-conversion certificate, and the law of the destination Member State shall govern those parts of the procedures and formalities to be complied with following receipt of the pre-conversion certificate. Article 86d Draft terms of cross-border conversions The administrative or management body of the company shall draw up the draft terms of a cross-border conversion. The draft terms of a cross-border conversion shall include at least the following particulars: (a) the legal form and name of the company in the departure Member State and the location of its registered office in that Member State; (b) the legal form and name proposed for the converted company in the destination Member State and the proposed location of its registered office in that Member State; (c) the instrument of constitution of the company in the destination Member State,… (5)

cross-border conversion — an operation whereby a company, without being dissolved or wound up or going into liquidation, converts the legal form under which it is registered in a departure Member State into a legal form of the destination Member State, as listed in Annex II, and transfers at least its registered office to the destination Member State, while retaining its legal personality (5)

departure Member State — a Member State in which a company is registered prior to a cross-border conversion (5)

destination Member State — a Member State in which a converted company is registered as a result of a cross-border conversion (5)

division — an operation whereby: (a) a company being divided, on being dissolved without going into liquidation, transfers all its assets and liabilities to two or more recipient companies, in exchange for the issue to the members of the company being divided of securities or shares in the recipient companies and, if applicable, a cash payment not exceeding 10 % of the nominal value, or, in the absence of a nominal value, a cash payment not exceeding 10 % of the accounting par value of those securities or shares (“full division”); (b) a company being divided transfers part of its assets and liabilities to one or more recipient companies, in exchange for the issue to the members of the company being divided of securities or shares in the recipient companies, in the company being divided or in both the recipient companies and the company being divided, and, if applicable, a cash payment not exceeding 10 % of the nominal value, or, in the absence of a nominal value, a cash payment not exceeding 10 % of the accounting par value of those securities or shares (“partial division”); or (c) a company being divided transfers part of its assets and liabilities to one or more recipient companies, in… (23)

recipient company — a company newly formed in the course of a cross-border division (23)