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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 120 is amended as follows: paragraph 4 is replaced by the following: ‘4. Member States shall ensure that this Chapter does not apply to companies in either of the following circumstances: (a) the company is in liquidation and has begun to distribute assets to its members; (b) the company is subject to resolution tools, powers and mechanisms provided for in Title IV of Directive 2014/59/EU.’; the following paragraph is added: ‘5. Member States may decide not to apply this Chapter to companies which are: (a) the subject of insolvency proceedings or subject to preventive restructuring frameworks; (b) the subject of liquidation proceedings other than those referred to in point (a) of paragraph 4, or (c) the subject of crisis prevention measures as defined in point (101) of Article 2(1) of Directive 2014/59/EU.’;

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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.