Article 61 › 1

Member States may decide not to apply Article 60 to: (a) shares acquired in carrying out a decision to reduce capital, or in the circumstances referred to in Article 82; (b) shares acquired as a result of a universal transfer of assets; (c) fully paid-up shares acquired free of charge or by banks and other financial institutions as purchasing commission; (d) shares acquired by virtue of a legal obligation or resulting from a court ruling for the protection of minority shareholders in the event, particularly, of a merger, a change in the company's object or form, transfer abroad of the registered office, or the introduction of restrictions on the transfer of shares; (e) shares acquired from a shareholder in the event of failure to pay them up; (f) shares acquired in order to indemnify minority shareholders in associated companies; (g) fully paid-up shares acquired under a sale enforced by a court order for the payment of a debt owed to the company by the owner of the shares; and (h) fully paid-up shares issued by an investment company with fixed capital, as defined in the second subparagraph of Article 56(7), and acquired at the investor's request by that company or by an associate company. Point (a) of the third subparagraph of Article 56(7) shall apply. Such acquisitions may not have the effect of reducing the net assets below the amount of the subscribed capital plus any reserves the distribution of which is forbidden by law.

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Source: EUR-Lex CELLAR · retrieved 2026-08-27