DIRECTIVE (EU) 2017/1132 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 14 June…

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

742 provisions in 3410 nodes · cited by 18 instruments we hold · 82 national measures recorded · 123 provisions hand work to national law

Defined terms · All instruments · EC Directive · EU Member State · Internet · access to information · accounting · branch · company law · company with share capital

TITLE I GENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF LIMITED LIABILITY COMPANIES

CHAPTER I Subject matter

Article 1 Subject matter

Division

CHAPTER II Incorporation and nulity of the company and validity of its obligations

Section 1 Incorporation of the public liability company

Article 2 Scope

Division

Article 3 Compulsory information to be provided in the statutes or instruments of incorporation

Article 4 Compulsory information to be provided in the statutes or instruments of incorporation or separate documents

Article 5 Authorisation for commencing business

Division

Article 6 Multiple-member companies

Division

Section 2 Nullity of the limited liability company and validity of its obligations

Article 7 General provisions and joint and several liability

Division

Article 8 Effects of disclosure with respect to third parties

Division

Article 9 Acts of the organs of a company and its representation

Division

Article 10 Drawing up and certification of the instrument of constitution and the company statutes in due legal form

Division

Article 11 Conditions for nullity of a company

Article 12 Consequences of nullity

Division

CHAPTER III Disclosure and interconnection of central, commercial and companies registers

Section 1 General provisions

Article 13 Scope

Division

Article 14 Documents and particulars to be disclosed by companies

Article 15 Changes in documents and particulars

Division

Article 16 Disclosure in the register

Division

Article 17 Up-to-date information on national law with regard to the rights of third parties

Division

Article 18 Availability of electronic copies of documents and particulars

Article 19 Fees chargeable for documents and particulars

Article 20 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of a company from the register

Division

Article 21 Language of disclosure and translation of documents and particulars to be disclosed

Division

Article 22 System of interconnection of registers

Division

Article 23 Development and operation of the platform

Division

Article 24 Implementing acts

Article 26 Information on letters and order forms

Article 27 Persons carrying out disclosure formalities

Section 2 Disclosure rules applicable to branches of companies from other Member States

Article 29 Disclosure of documents and particulars relating to a branch

Division

Article 30 Documents and particulars to be disclosed

Article 31 Limits on the compulsory disclosure of accounting documents

Division

Article 32 Language of disclosure and translation of documents to be disclosed

Division

Article 33 Disclosure in cases of multiple branches in a Member State

Division

Article 34 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of the company from the register

Division

Article 35 Information on letters and order forms

Division

Section 3 Disclosure rules applicable to branches of companies from third countries

Article 36 Disclosure of documents and particulars relating to a branch

Division

Article 37 Compulsory documents and particulars to be disclosed

Article 38 Limits of compulsory disclosure of accounting documents

Division

Article 39 Information on letters and order forms

Division

Section 4 Application and implementing arrangements

Article 40 Penalties

Division

Article 41 Persons carrying out disclosure formalities

Division

Article 42 Exemptions to provisions on disclosure of accounting documents for branches

Division

Article 43 Contact Committee

CHAPTER IV Capital maintenance and alteration

Section 1 Capital requirements

Article 44 General provisions

Division

Article 45 Minimum capital

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Article 46 Assets

Division

Article 47 Issuing price of shares

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Article 48 Paying up of shares issued for a consideration

Division

Section 2 Safeguards as regards statutory capital

Article 49 Experts' report on consideration other than in cash

Article 50 Derogation from the requirement for an experts' report

Article 51 Consideration other than in cash without an experts' report

Article 52 Substantial acquisitions after incorporation or authorisation to commence business

Division

Article 53 Shareholders' obligation to pay up contributions

Division

Article 54 Safeguards in the event of conversion

Division

Article 55 Modification of the statutes or of the instrument of incorporation

Division

Section 3 Rules on distribution

Article 56 General rules on distribution

Article 57 Recovery of distributions unlawfully made

Division

Article 58 Serious loss of the subscribed capital

Division

Section 4 Rules on companies' aquisitions of their own shares

Article 59 No subscription of own shares

Division

Article 60 Acquisition of own shares

Article 61 Derogation from rules on acquisition of own shares

Article 62 Consequences of illegal acquisition of own shares

Division

Article 63 Holding of own shares and annual report in case of acquisition of own shares

Article 64 Financial assistance by a company for acquisition of its shares by a third party

Article 65 Additional safeguards in case of related party transactions

Division

Article 66 Acceptance of the company's own shares as security

Division

Article 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

Section 5 Rules for the increase and reduction of capital

Article 68 Decision by the general meeting on the increase of capital

Division

Article 69 Paying up shares issued for consideration

Division

Article 70 Shares issued for consideration other than in cash

Division

Article 71 Increase in capital not fully subscribed

Division

Article 72 Increase in capital by consideration in cash

Article 73 Decision by the general meeting on reduction in the subscribed capital

Division

Article 74 Reduction in the subscribed capital in case of several classes of shares

Division

Article 75 Safeguards for creditors in case of reduction in the subscribed capital

Division

Article 76 Derogation from safeguards for creditors in case of reduction in the subscribed capital

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Article 77 Reduction in the subscribed capital and the minimum capital

Division

Article 78 Redemption of subscribed capital without reduction

Article 79 Reduction in the subscribed capital by compulsory withdrawal of shares

Article 80 Reduction in the subscribed capital by the withdrawal of shares acquired by the company itself or on its behalf

Division

Article 81 Redemption of the subscribed capital or its reduction by withdrawal of shares in case of several classes of shares

Division

Article 82 Conditions for redemption of shares

Article 83 Voting requirements for the decisions of the general meeting

Division

Section 6 Application and implementing arrangements

Article 84 Derogation from certain requirements

Division

Article 85 Equal treatment of all shareholders who are in the same position

Division

Article 86 Transitional provisions

Division

TITLE II MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES

CHAPTER I Mergers of public limited liability companies

Section 1 General provisions on mergers

Article 87 General provisions

Division

Article 88 Rules governing mergers by acquisition and mergers by formation of a new company

Division

Article 89 Definition of a ‘merger by acquisition’

Division

Article 90 Definition of a ‘merger by the formation of a new company’

Division

Section 2 Merger by acquisition

Article 91 Draft terms of merger

Article 92 Publication of the draft terms of merger

Division

Article 93 Approval by the general meeting of each of the merging companies

Division

Article 94 Derogation from the requirement of approval by the general meeting of the acquiring company

Article 95 Detailed written report and information on a merger

Division

Article 96 Examination of the draft terms of merger by experts

Article 97 Availability of documents for inspection by shareholders

Article 98 Protection of employees' rights

Division

Article 99 Protection of the interests of creditors of the merging companies

Division

Article 100 Protection of the interests of debenture holders of the merging companies

Division

Article 101 Protection of holders of securities, other than shares, to which special rights are attached

Division

Article 102 Drawing up and certification of documents in due legal form

Division

Article 103 Date on which a merger takes effect

Division

Article 104 Publication formalities

Division

Article 105 Consequences of a merger

Article 106 Civil liability of members of the administrative or management bodies of the company being acquired

Division

Article 107 Civil liability of the experts responsible for drawing up the expert report on behalf of the company being acquired

Division

Article 108 Conditions for nullity of a merger

Section 3 Merger by formation of a new company

Article 109 Merger by formation of a new company

Division

Section 4 Acquisition of one company by another which holds 90 % or more of its shares

Article 110 Transfer of all assets and liabilities by one or more companies to another company which is the holder of all their shares

Division

Article 111 Exemption from the requirement of approval by the general meeting

Article 112 Shares held by or on behalf of the acquiring company

Division

Article 113 Merger by acquisition by a company which holds 90 % or more of the shares of a company being acquired

Article 114 Exemption from requirements applicable to mergers by acquisition

Article 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

Division

Section 5 Other operations treated as mergers

Article 116 Mergers with cash payment exceeding 10 %

Division

Article 117 Mergers without all of the transferring companies ceasing to exist

Division

CHAPTER II Cross-border mergers of limited liability companies

Article 118 General provisions

Division

Article 119 Definitions

Article 120 Further provisions concerning scope

Division

Article 121 Conditions relating to cross-border mergers

Article 122 Common draft terms of cross-border mergers

Article 123 Publication

Article 124 Report of the management or administrative organ

Division

Article 125 Independent expert report

Division

Article 126 Approval by the general meeting

Division

Article 127 Pre-merger certificate

Division

Article 128 Scrutiny of the legality of the cross-border merger

Division

Article 129 Date on which the cross-border merger takes effect

Division

Article 130 Registration

Division

Article 131 Consequences of a cross-border merger

Article 132 Simplified formalities

Division

Article 133 Employee participation

CHAPTER III Divisions of public limited liability companies

Section 1 General provisions

Article 135 General provisions on division operations

Division

Section 2 Division by acquisition

Article 136 Definition of a ‘division by acquisition’

Division

Article 137 Draft terms of division

Article 138 Publication of the draft terms of division

Division

Article 139 Approval by the general meeting of each company involved in a division

Division

Article 140 Derogation from the requirement of approval by the general meeting of a recipient company

Article 141 Detailed written report and information on a division

Division

Article 142 Examination of the draft terms of division by experts

Division

Article 143 Availability of documents for inspection by shareholders

Article 144 Simplified formalities

Division

Article 145 Protection of employees' rights

Division

Article 146 Protection of the interests of creditors of companies involved in a division; joint and several liability of the recipient companies

Division

Article 147 Protection of holders of securities, other than shares, to which special rights are attached

Division

Article 148 Drawing up and certification of documents in due legal form

Division

Article 149 Date on which a division takes effect

Division

Article 150 Publication formalities

Division

Article 151 Consequences of a division

Article 152 Civil liability of members of the administrative or management bodies of a company being divided

Division

Article 153 Conditions for nullity of a division

Article 154 Exemption from the requirement of approval by the general meeting of the company being divided

Section 3 Division by the formation of new companies

Article 155 Definition of a ‘division by the formation of new companies’

Division

Article 156 Application of rules on divisions by acquisition

Division

Section 4 Divisions under the supervision of a judicial authority

Article 157 Divisions under the supervision of a judicial authority

Section 5 Other operations treated as divisions

Article 158 Divisions with cash payment exceeding 10 %

Division

Article 159 Divisions without the company being divided ceasing to exist

Division

Section 6 Application arrangements

Article 160 Transitional provisions

Division

TITLE III FINAL PROVISIONS

Article 161 Data protection

Division

Article 162 Report, regular dialogue on the system of interconnection of registers and review

Division

Article 163 Exercise of the delegation

Division

Article 164 Committee procedure

Division

Article 165 Communication

Division

Article 166 Repeal

Division

Article 167 Entry into force

Division

Article 168 Addressees

Division

Preamble

ANNEX I

TYPES OF COMPANIES REFERRED TO IN ARTICLE 2(1) AND (2), ARTICLE 44(1) AND (2), ARTICLE 45(2), ARTICLE 87(1) AND (2) AND ARTICLE 135(1)

Division

ANNEX II

TYPES OF COMPANIES REFERRED TO IN ARTICLES 7(1) AND 13, ARTICLES 29(1), 36(1) AND 67(1) AND POINT (a) OF ARTICLE 119(1)

Division

ANNEX III

PART A REPEALED DIRECTIVES WITH LIST OF THE SUCCESSIVE AMENDMENTS THERETO (REFERRED TO IN ARTICLE 166)

Table

Division

PART B TIME LIMITS FOR TRANSPOSITION INTO NATIONAL LAW AND DATES OF APPLICATION (REFERRED TO IN ARTICLE 166)