Article 46

1. Member States shall ensure that, where a transfer of shares, other instruments of ownership, or assets, rights or liabilities includes assets that are located in a Member State other than the Member State of the resolution authority, or includes rights or liabilities under the law of a Member State other than the Member State of the resolution authority, the transfer has effect in or under the law of that other Member State. 2. Member States shall provide the resolution authority that has made, or intends to make, the transfer, with all reasonable assistance to ensure that the shares or other instruments of ownership or assets, rights or liabilities are transferred to the recipient in accordance with any applicable requirements of national law. 3. Member States shall ensure that shareholders, creditors and third parties that are affected by a transfer of shares, other instruments of ownership, assets, rights or liabilities as referred to in paragraph 1, are not entitled to prevent, challenge, or set aside the transfer under any provision of law of the Member State where the assets are located or of the law governing the shares, other instruments of ownership, rights or liabilities. 4. Member States shall ensure that the principal amount of capital instruments, debt instruments or other eligible liabilities is reduced, or that such liabilities or instruments are converted, in accordance with the exercise of write-down or conversion powers by a resolution authority of another Member State to an undertaking under resolution, where the relevant liabilities or instruments: are governed by the law of the Member State other than the Member State of the resolution authority that exercised the write-down or conversion powers; are owed to creditors located in the Member State other than the Member State of the resolution authority that exercised the write-down or conversion powers. 5. Member States shall ensure that shareholders and creditors that are affected by the exercise of write-down or conversion powers referred to in paragraph 4 are not entitled to challenge the reduction of the principal amount of the instrument or liability or its conversion, as the case may be, under any provision of law of the Member State other than the Member State of the resolution authority that exercised the write-down or conversion powers. 6. Each Member State shall ensure that all of the following is determined in accordance with the law of the Member State of the resolution authority: the right for shareholders, creditors and third parties to challenge, by way of appeal as laid down in Article 67, a transfer of shares, other instruments of ownership, assets, rights or liabilities referred to in paragraph 1 of this Article; the right for creditors to challenge, by way of appeal as laid down in Article 67, the reduction of the principal amount, or the conversion, of an instrument or liability covered by paragraph 4, point (a) or (b), of this Article; the safeguards for partial transfers, as referred to in Chapter V, in relation to the assets, rights or liabilities referred to in paragraph 1.

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Source: EUR-Lex (Cellar) · retrieved 2026-10-14 · Text as adopted (Official Journal); later amendments are not incorporated in this text.