Version status: Entered into force | Document consolidation status: Updated to reflect all known changes

Published date: 30 June 2017

Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (Text with EEA relevance)

	Recitals
	Title I General provisions and the establishment and functioning of limited liability companies (arts. 1-86)
	Chapter I Subject matter (art. 1)
	Article 1 Subject matter
	Chapter II Incorporation and nulity of the company and validity of its obligations (arts. 2-12)
	Section 1 Incorporation of the public liability company (arts. 2-6)
	Article 2 Scope
	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
	Article 6 Multiple-member companies
	Section 2 Nullity of the limited liability company and validity of its obligations (arts. 7-12)
	Article 7 General provisions and joint and several liability
	Article 8 Effects of disclosure with respect to third parties
	Article 9 Acts of the organs of a company and its representation
	Article 10 Drawing up and certification of the instrument of constitution and the company statutes in due legal form
	Article 11 Conditions for nullity of a company
	Article 12 Consequences of nullity
	Chapter III Online procedures (formation, registration and filing), disclosure and registers (arts. 13-43)
	Section 1A Online formation, online filing and disclosure (arts. 13g-13j)
	Article 13g Online formation of companies
	Article 13h Templates for online formation of companies
	Article 13i Disqualified directors
	Article 13j Online filing of company documents and information
	Section 1 General provisions (arts. 13-28)
	Article 13 Scope
	Article 13a Definitions
	Article 13b Recognition of identification means for the purposes of online procedures
	Article 13c General provisions on online procedures
	Article 13d Fees for online procedures
	Article 13e Payments
	Article 13f Information requirements
	Article 14 Documents and particulars to be disclosed by companies
	Article 15 Changes in documents and particulars
	Article 16 Disclosure in the register
	Article 16a Access to disclosed information
	Article 17 Up-to-date information on national law with regard to the rights of third parties
	Article 18 Availability of electronic copies of documents and particulars
	Article 19 Fees chargeable for documents and information
	Article 20 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of a company from the register
	Article 21 Language of disclosure and translation of documents and particulars to be disclosed
	Article 22 System of interconnection of registers
	Article 23 Development and operation of the platform
	Article 24 Implementing acts
	Article 25 Financing
	Article 26 Information on letters and order forms
	Article 27 Persons carrying out disclosure formalities
	Article 28 Penalties
	Section 2 Registration and disclosure rules applicable to branches of companies from other Member States (arts. 28a-35)
	Article 28a Online registration of branches
	Article 28b Online filing of documents and information for branches
	Article 28c Closure of branches
	Article 29 Disclosure of documents and particulars relating to a branch
	Article 30 Documents and particulars to be disclosed
	Article 30a Changes to documents and information of the company
	Article 31 Limits on the compulsory disclosure of accounting documents
	Article 32 Language of disclosure and translation of documents to be disclosed
	Article 33 Disclosure in cases of multiple branches in a Member State
	Article 34 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of the company from the register
	Article 35 Information on letters and order forms
	Section 3 Disclosure rules applicable to branches of companies from third countries (arts. 36-39)
	Article 36 Disclosure of documents and particulars relating to a branch
	Article 37 Compulsory documents and particulars to be disclosed
	Article 38 Limits of compulsory disclosure of accounting documents
	Article 39 Information on letters and order forms
	Section 4 Application and implementing arrangements (arts. 40-43)
	Article 40 Penalties
	Article 41 Persons carrying out disclosure formalities
	Article 42 Exemptions to provisions on disclosure of accounting documents for branches
	Article 43 Contact Committee
	Chapter IV Capital maintenance and alteration (arts. 44-86)
	Section 1 Capital requirements (arts. 44-48)
	Article 44 General provisions
	Article 45 Minimum capital
	Article 46 Assets
	Article 47 Issuing price of shares
	Article 48 Paying up of shares issued for a consideration
	Section 2 Safeguards as regards statutory capital (arts. 49-55)
	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
	Article 53 Shareholders' obligation to pay up contributions
	Article 54 Safeguards in the event of conversion
	Article 55 Modification of the statutes or of the instrument of incorporation
	Section 3 Rules on distribution (arts. 56-58)
	Article 56 General rules on distribution
	Article 57 Recovery of distributions unlawfully made
	Article 58 Serious loss of the subscribed capital
	Section 4 Rules on companies' aquisitions of their own shares (arts. 59-67)
	Article 59 No subscription of own shares
	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
	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
	Article 66 Acceptance of the company's own shares as security
	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 (arts. 68-83)
	Article 68 Decision by the general meeting on the increase of capital
	Article 69 Paying up shares issued for consideration
	Article 70 Shares issued for consideration other than in cash
	Article 71 Increase in capital not fully subscribed
	Article 72 Increase in capital by consideration in cash
	Article 73 Decision by the general meeting on reduction in the subscribed capital
	Article 74 Reduction in the subscribed capital in case of several classes of shares
	Article 75 Safeguards for creditors in case of reduction in the subscribed capital
	Article 76 Derogation from safeguards for creditors in case of reduction in the subscribed capital
	Article 77 Reduction in the subscribed capital and the minimum capital
	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
	Article 81 Redemption of the subscribed capital or its reduction by withdrawal of shares in case of several classes of shares
	Article 82 Conditions for redemption of shares
	Article 83 Voting requirements for the decisions of the general meeting
	Section 6 Application and implementing arrangements (arts. 84-86)
	⚠ Article 84 Derogation from certain requirements
	Article 85 Equal treatment of all shareholders who are in the same position
	Article 86 Transitional provisions
	Title II Coversions, mergers and divisions of limited liability companies (arts. 86a-160u)
	Chapter -I Cross-border conversions (arts. 86a-86t)
	⚠ Article 86a Scope
	Article 86b Definitions
	Article 86c Procedures and formalities
	Article 86d Draft terms of cross-border conversions
	Article 86e Report of the administrative or management body for members and employees
	Article 86f Independent expert report
	Article 86g Disclosure
	Article 86h Approval by the general meeting
	Article 86i Protection of members
	Article 86j Protection of creditors
	Article 86k Employee information and consultation
	Article 86l Employee participation
	Article 86m Pre-conversion certificate
	Article 86n Transmission of the pre-conversion certificate
	Article 86o Scrutiny of the legality of the cross-border conversion by the destination Member State
	Article 86p Registration
	Article 86q Date on which the cross-border conversion takes effect
	Article 86r Consequences of a cross-border conversion
	Article 86s Independent experts
	Article 86t Validity
	Chapter I Mergers of public limited liability companies (arts. 87-117)
	Section 1 General provisions on mergers (arts. 87-90)
	⚠ Article 87 General provisions
	Article 88 Rules governing mergers by acquisition and mergers by formation of a new company
	Article 89 Definition of a 'merger by acquisition'
	Article 90 Definition of a 'merger by the formation of a new company'
	Section 2 Merger by acquisition (arts. 91-108)
	Article 91 Draft terms of merger
	Article 92 Publication of the draft terms of merger
	Article 93 Approval by the general meeting of each of the merging companies
	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
	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
	Article 99 Protection of the interests of creditors of the merging companies
	Article 100 Protection of the interests of debenture holders of the merging companies
	Article 101 Protection of holders of securities, other than shares, to which special rights are attached
	Article 102 Drawing up and certification of documents in due legal form
	Article 103 Date on which a merger takes effect
	Article 104 Publication formalities
	Article 105 Consequences of a merger
	Article 106 Civil liability of members of the administrative or management bodies of the company being acquired
	Article 107 Civil liability of the experts responsible for drawing up the expert report on behalf of the company being acquired
	Article 108 Conditions for nullity of a merger
	Section 3 Merger by formation of a new company (art. 109)
	Article 109 Merger by formation of a new company
	Section 4 Acquisition of one company by another which holds 90% or more of its shares (arts. 110-115)
	Article 110 Transfer of all assets and liabilities by one or more companies to another company which is the holder of all their shares
	Article 111 Exemption from the requirement of approval by the general meeting
	Article 112 Shares held by or on behalf of the acquiring company
	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
	Section 5 Other operations treated as mergers (arts. 116-117)
	Article 116 Mergers with cash payment exceeding 10%
	Article 117 Mergers without all of the transferring companies ceasing to exist
	Chapter II Cross-border mergers of limited liability companies (arts. 118-134)
	Article 118 General provisions
	Article 119 Definitions
	⚠ Article 120 Further provisions concerning scope
	Article 121 Conditions relating to cross-border mergers
	Article 122 Common draft terms of cross-border mergers
	Article 123 Disclosure
	Article 124 Report of the administrative or management body for members and employees
	Article 125 Independent expert report
	Article 126 Approval by the general meeting
	Article 126a Protection of members
	Article 126b Protection of creditors
	Article 126c Employee information and consultation
	Article 127 Pre-merger certificate
	Article 127a Transmission of the pre-merger certificate
	Article 128 Scrutiny of the legality of the cross-border merger
	Article 129 Date on which the cross-border merger takes effect
	Article 130 Registration
	Article 131 Consequences of a cross-border merger
	Article 132 Simplified formalities
	Article 133 Employee participation
	Article 133a Independent experts
	Article 134 Validity
	Chapter III Divisions of public limited liability companies (arts. 135-160)
	Section 1 General provisions (art. 135)
	Article 135 General provisions on division operations
	Section 2 Division by acquisition (arts. 136-154)
	Article 136 Definition of a 'division by acquisition'
	Article 137 Draft terms of division
	Article 138 Publication of the draft terms of division
	Article 139 Approval by the general meeting of each company involved in a 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
	Article 142 Examination of the draft terms of division by experts
	Article 143 Availability of documents for inspection by shareholders
	Article 144 Simplified formalities
	Article 145 Protection of employees' rights
	Article 146 Protection of the interests of creditors of companies involved in a division; joint and several liability of the recipient companies
	Article 147 Protection of holders of securities, other than shares, to which special rights are attached
	Article 148 Drawing up and certification of documents in due legal form
	Article 149 Date on which a division takes effect
	Article 150 Publication formalities
	Article 151 Consequences of a division
	Article 152 Civil liability of members of the administrative or management bodies of a company being divided
	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 (arts. 155-156)
	Article 155 Definition of a 'division by the formation of new companies'
	Article 156 Application of rules on divisions by acquisition
	Section 4 Divisions under the supervision of a judicial authority (art. 157)
	Article 157 Divisions under the supervision of a judicial authority
	Section 5 Other operations treated as divisions (arts. 158- 159)
	Article 158 Divisions with cash payment exceeding 10%
	Article 159 Divisions without the company being divided ceasing to exist
	Section 6 Application arrangements (art. 160)
	Article 160 Transitional provisions
	Chapter IV Cross-border divisions of limited liability companies (arts. 160a-160u)
	⚠ Article 160a Scope
	Article 160b Definitions
	Article 160c Procedures and formalities
	Article 160d Draft terms of cross-border divisions
	Article 160e Report of the administrative or management body for members and employees
	Article 160f Independent expert report
	Article 160g Disclosure
	Article 160h Approval by the general meeting
	Article 160i Protection of members
	Article 160j Protection of creditors
	Article 160k Employee information and consultation
	Article 160l Employee participation
	Article 160m Pre-division certificate
	Article 160n Transmission of the pre-division certificate
	Article 160o Scrutiny of the legality of the cross-border division
	Article 160p Registration
	Article 160q Date on which the cross-border division takes effect
	Article 160r Consequences of a cross-border division
	Article 160s Simplified formalities
	Article 160t Independent experts
	Article 160u Validity
	Title III Final provisions (arts. 161-168)
	Article 161 Data protection
	Article 162 Report, regular dialogue on the system of interconnection of registers and review
	Article 162a Amendments to the Annexes
	Article 163 Exercise of the delegation
	Article 164 Committee procedure
	Article 165 Communication
	Article 166 Repeal
	Article 167 Entry into force
	Article 168 Addressees
	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)
	Annex II Types of companies referred to in Articles 7(1), 13, 29(1), 36(1), 67(1), points (1) and (2) of Article 86b, point (a) of Article 119(1), and point (1) of Article 160b
	Annex IIA Types of companies referred to in Articles 13, 13f, 13g, 13h and 162a
	Annex III
	Annex III, Part A Repealed Directives with list of the successive amendments thereto (referred to in Article 166)
	Annex III, Part B Time limits for transposition into national law and Dates of application (referred to in Article 166)
	Annex IV Correlation table
	Done at