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DIRECTIVE (EU) 2017/1132 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 14 June 2017 relating to certain aspects of company law (codification) (Text with EEA relevance)

directive · European Union · 32017L1132

450 provisions · cited by 7 instruments we hold · 82 national measures recorded · 100 provisions hand work to national law

Defined terms · All instruments · access to information · codification of EU law · company law · company with share capital · cross-frontier data flow · economic concentration · share capital

1 Subject matter
2 Scope
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2
3 Compulsory information to be provided in the statutes or instruments of incorporation
4 Compulsory information to be provided in the statutes or instruments of incorporation or separate documents
5 Authorisation for commencing business
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6 Multiple-member companies
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7 General provisions and joint and several liability
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8 Effects of disclosure with respect to third parties
9 Acts of the organs of a company and its representation
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10 Drawing up and certification of the instrument of constitution and the company statutes in due legal form
11 Conditions for nullity of a company
12 Consequences of nullity
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13 Scope
14 Documents and particulars to be disclosed by companies
15 Changes in documents and particulars
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16 Disclosure in the register
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17 Up-to-date information on national law with regard to the rights of third parties
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18 Availability of electronic copies of documents and particulars
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19 Fees chargeable for documents and particulars
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20 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of a company from the register
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21 Language of disclosure and translation of documents and particulars to be disclosed
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22 System of interconnection of registers
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23 Development and operation of the platform
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24 Implementing acts
25 Financing
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26 Information on letters and order forms
27 Persons carrying out disclosure formalities
28 Penalties
29 Disclosure of documents and particulars relating to a branch
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30 Documents and particulars to be disclosed
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31 Limits on the compulsory disclosure of accounting documents
32 Language of disclosure and translation of documents to be disclosed
33 Disclosure in cases of multiple branches in a Member State
34 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of the company from the register
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2
3
35 Information on letters and order forms
36 Disclosure of documents and particulars relating to a branch
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2
37 Compulsory documents and particulars to be disclosed
38 Limits of compulsory disclosure of accounting documents
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2
39 Information on letters and order forms
40 Penalties
41 Persons carrying out disclosure formalities
42 Exemptions to provisions on disclosure of accounting documents for branches
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43 Contact Committee
44 General provisions
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45 Minimum capital
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46 Assets
47 Issuing price of shares
48 Paying up of shares issued for a consideration
49 Experts' report on consideration other than in cash
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50 Derogation from the requirement for an experts' report
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51 Consideration other than in cash without an experts' report
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52 Substantial acquisitions after incorporation or authorisation to commence business
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53 Shareholders' obligation to pay up contributions
54 Safeguards in the event of conversion
55 Modification of the statutes or of the instrument of incorporation
56 General rules on distribution
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57 Recovery of distributions unlawfully made
58 Serious loss of the subscribed capital
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59 No subscription of own shares
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60 Acquisition of own shares
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61 Derogation from rules on acquisition of own shares
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3
62 Consequences of illegal acquisition of own shares
63 Holding of own shares and annual report in case of acquisition of own shares
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64 Financial assistance by a company for acquisition of its shares by a third party
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65 Additional safeguards in case of related party transactions
66 Acceptance of the company's own shares as security
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67 Subscription, acquisition or holding of shares by a company in which the public limited liability company holds a majority of the voting rights or on which it can exercise a dominant influence
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68 Decision by the general meeting on the increase of capital
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69 Paying up shares issued for consideration
70 Shares issued for consideration other than in cash
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71 Increase in capital not fully subscribed
72 Increase in capital by consideration in cash
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73 Decision by the general meeting on reduction in the subscribed capital
74 Reduction in the subscribed capital in case of several classes of shares
75 Safeguards for creditors in case of reduction in the subscribed capital
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3
76 Derogation from safeguards for creditors in case of reduction in the subscribed capital
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2
77 Reduction in the subscribed capital and the minimum capital
78 Redemption of subscribed capital without reduction
79 Reduction in the subscribed capital by compulsory withdrawal of shares
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80 Reduction in the subscribed capital by the withdrawal of shares acquired by the company itself or on its behalf
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81 Redemption of the subscribed capital or its reduction by withdrawal of shares in case of several classes of shares
82 Conditions for redemption of shares
83 Voting requirements for the decisions of the general meeting
84 Derogation from certain requirements
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85 Equal treatment of all shareholders who are in the same position
86 Transitional provisions
87 General provisions
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88 Rules governing mergers by acquisition and mergers by formation of a new company
89 Definition of a ‘merger by acquisition’
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90 Definition of a ‘merger by the formation of a new company’
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91 Draft terms of merger
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92 Publication of the draft terms of merger
93 Approval by the general meeting of each of the merging companies
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94 Derogation from the requirement of approval by the general meeting of the acquiring company
95 Detailed written report and information on a merger
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96 Examination of the draft terms of merger by experts
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97 Availability of documents for inspection by shareholders
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98 Protection of employees' rights
99 Protection of the interests of creditors of the merging companies
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100 Protection of the interests of debenture holders of the merging companies
101 Protection of holders of securities, other than shares, to which special rights are attached
102 Drawing up and certification of documents in due legal form
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103 Date on which a merger takes effect
104 Publication formalities
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105 Consequences of a merger
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106 Civil liability of members of the administrative or management bodies of the company being acquired
107 Civil liability of the experts responsible for drawing up the expert report on behalf of the company being acquired
108 Conditions for nullity of a merger
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109 Merger by formation of a new company
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110 Transfer of all assets and liabilities by one or more companies to another company which is the holder of all their shares
111 Exemption from the requirement of approval by the general meeting
112 Shares held by or on behalf of the acquiring company
113 Merger by acquisition by a company which holds 90 % or more of the shares of a company being acquired
114 Exemption from requirements applicable to mergers by acquisition
115 Transfer of all assets and liabilities by one or more companies to another company which is the holder of 90 % or more of their shares
116 Mergers with cash payment exceeding 10 %
117 Mergers without all of the transferring companies ceasing to exist
118 General provisions
119 Definitions
120 Further provisions concerning scope
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121 Conditions relating to cross-border mergers
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122 Common draft terms of cross-border mergers
123 Publication
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124 Report of the management or administrative organ
125 Independent expert report
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126 Approval by the general meeting
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127 Pre-merger certificate
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128 Scrutiny of the legality of the cross-border merger
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129 Date on which the cross-border merger takes effect
130 Registration
131 Consequences of a cross-border merger
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132 Simplified formalities
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133 Employee participation
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134 Validity
135 General provisions on division operations
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136 Definition of a ‘division by acquisition’
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137 Draft terms of division
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138 Publication of the draft terms of division
139 Approval by the general meeting of each company involved in a division
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140 Derogation from the requirement of approval by the general meeting of a recipient company
141 Detailed written report and information on a division
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3
142 Examination of the draft terms of division by experts
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2
143 Availability of documents for inspection by shareholders
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4
144 Simplified formalities
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2
145 Protection of employees' rights
146 Protection of the interests of creditors of companies involved in a division; joint and several liability of the recipient companies
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147 Protection of holders of securities, other than shares, to which special rights are attached
148 Drawing up and certification of documents in due legal form
149 Date on which a division takes effect
150 Publication formalities
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2
151 Consequences of a division
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2
3
152 Civil liability of members of the administrative or management bodies of a company being divided
153 Conditions for nullity of a division
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3
154 Exemption from the requirement of approval by the general meeting of the company being divided
155 Definition of a ‘division by the formation of new companies’
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156 Application of rules on divisions by acquisition
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157 Divisions under the supervision of a judicial authority
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158 Divisions with cash payment exceeding 10 %
159 Divisions without the company being divided ceasing to exist
160 Transitional provisions
161 Data protection
162 Report, regular dialogue on the system of interconnection of registers and review
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163 Exercise of the delegation
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164 Committee procedure
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165 Communication
166 Repeal
167 Entry into force
168 Addressees