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Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (Text with EEA relevance) · European Union

Article 131 is amended as follows: paragraph 1 is replaced by the following: ‘1. A cross-border merger carried out as laid down in subpoints (a), (c) and (d) of point (2) of Article 119 shall, from the date referred to in Article 129, have the following consequences: (a) all the assets and liabilities of the company being acquired, including all contracts, credits, rights and obligations, shall be transferred to the acquiring company; (b) the members of the company being acquired shall become members of the acquiring company, unless they have disposed of their shares as referred to in Article 126a(1); (c) the company being acquired shall cease to exist.’; in paragraph 2, points (a) and (b) are replaced by the following: ‘(a) all the assets and liabilities of the merging companies, including all contracts, credits, rights and obligations, shall be transferred to the new company; (b) the members of the merging companies shall become members of the new company, unless they have disposed of their shares as referred to in Article 126a(1);’;

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Source: EUR-Lex (Cellar) · retrieved 2026-10-18 · Text as adopted (Official Journal); later amendments are not incorporated in this text.