preamble_2

TITLE IGENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF LIMITED LIABILITY COMPANIES55Chapter ISubject matter55Chapter IIIncorporation and nulity of the company and validity of its obligations56Section 1Incorporation of the public liability company56Section 2Nullity of the limited liability company and validity of its obligations57Chapter IIIDisclosure and interconnection of central, commercial and companies registers59Section 1General provisions59Section 2Disclosure rules applicable to branches of companies from other Member States66Section 3Disclosure rules applicable to branches of companies from third countries68Section 4Application and implementing arrangements69Chapter IVCapital maintenance and alteration70Section 1Capital requirements70Section 2Safeguards as regards statutory capital71Section 3Rules on distribution74Section 4Rules on companies' aquisitions of their own shares75Section 5Rules for the increase and reduction of capital80Section 6Application and implementing arrangements85TITLE IIMERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES86Chapter IMergers of public limited liability companies86Section 1General provisions on mergers86Section 2Merger by acquisition87Section 3Merger by formation of a new company93Section 4Acquisition of one company by another which holds 90 % or more of its shares93Section 5Other operations treated as mergers95Chapter IICross-border mergers of limited liability companies95Chapter IIIDivisions of public limited liability companies103Section 1General provisions103Section 2Division by acquisition103Section 3Division by the formation of new companies110Section 4Divisions under the supervision of a judicial authority111Section 5Other operations treated as divisions111Section 6Application arrangements112TITLE IIIFINAL PROVISIONS112

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Source: EUR-Lex (Cellar) · retrieved 2026-09-25 · Text as adopted (Official Journal); later amendments are not incorporated in this text.