CHAPTER III

Member States may apply paragraph 2 where division operations are subject to the supervision of a judicial authority having the power: to call a general meeting of the shareholders of the company being divided in order to decide upon the division; to ensure that the shareholders of each of the companies involved in a division have received or can obtain at least the documents referred to in Article 9 in time to examine them before the date of the general meeting of their company called to decide upon the division. Where a Member State makes use of the option provided for in Article 6 the period must be long enough for the shareholders of the recipient companies to be able to exercise the rights conferred on them by that Article; to call any meeting of creditors of each of the companies involved in a division in order to decide upon the division; to ensure that the creditors of each of the companies involved in a division have received or can obtain at least the draft terms of division in time to examine them before the date referred to in (b); to approve the draft terms of division. Where the judicial authority establishes that the conditions referred to in paragraph 1 (b) and (d) have been fulfilled and that no prejudice would be caused to shareholders or creditors, it may relieve the companies involved in the division from applying: Article 4, on condition that the adequate system of protection of the interest of the creditors referred to in Article 12 (1) covers all claims regardless of their date; he conditions referred to in Article 6 (a) and (b) where a Member State makes use of the option provided for in Article 6; Article 9, as regards the period and the manner prescribed for the inspection of the documents referred to therein.

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Source: EUR-Lex (Cellar) · retrieved 2026-10-11 · Text as adopted (Official Journal); later amendments are not incorporated in this text.