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Chapter I Subject matter (art. 1) |
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Article 1 Subject matter |
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Chapter II Incorporation and nulity of the company and validity of its obligations (arts. 2-12) |
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Section 1 Incorporation of the public liability company (arts. 2-6) |
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Article 2 Scope |
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Article 3 Compulsory information to be provided in the statutes or instruments of incorporation |
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Article 4 Compulsory information to be provided in the statutes or instruments of incorporation or separate documents |
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Article 5 Authorisation for commencing business |
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Article 6 Multiple-member companies |
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Section 2 Nullity of the limited liability company and validity of its obligations (arts. 7-12) |
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Article 7 General provisions and joint and several liability |
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Article 8 Effects of disclosure with respect to third parties |
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Article 9 Acts of the organs of a company and its representation |
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Article 10 Drawing up and certification of the instrument of constitution and the company statutes in due legal form |
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Article 11 Conditions for nullity of a company |
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Article 12 Consequences of nullity |
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Chapter III Online procedures (formation, registration and filing), disclosure and registers (arts. 13-43) |
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Section 1A Online formation, online filing and disclosure (arts. 13g-13j) |
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Article 13g Online formation of companies |
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Article 13h Templates for online formation of companies |
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Article 13i Disqualified directors |
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Article 13j Online filing of company documents and information |
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Section 1 General provisions (arts. 13-28) |
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Article 13 Scope |
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Article 13a Definitions |
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Article 13b Recognition of identification means for the purposes of online procedures |
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Article 13c General provisions on online procedures |
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Article 13d Fees for online procedures |
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Article 13e Payments |
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Article 13f Information requirements |
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Article 14 Documents and particulars to be disclosed by companies |
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Article 15 Changes in documents and particulars |
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Article 16 Disclosure in the register |
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Article 16a Access to disclosed information |
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Article 17 Up-to-date information on national law with regard to the rights of third parties |
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Article 18 Availability of electronic copies of documents and particulars |
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Article 19 Fees chargeable for documents and information |
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Article 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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Article 21 Language of disclosure and translation of documents and particulars to be disclosed |
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Article 22 System of interconnection of registers |
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Article 23 Development and operation of the platform |
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Article 24 Implementing acts |
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Article 25 Financing |
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Article 26 Information on letters and order forms |
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Article 27 Persons carrying out disclosure formalities |
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Article 28 Penalties |
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Section 2 Registration and disclosure rules applicable to branches of companies from other Member States (arts. 28a-35) |
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Article 28a Online registration of branches |
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Article 28b Online filing of documents and information for branches |
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Article 28c Closure of branches |
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Article 29 Disclosure of documents and particulars relating to a branch |
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Article 30 Documents and particulars to be disclosed |
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Article 30a Changes to documents and information of the company |
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Article 31 Limits on the compulsory disclosure of accounting documents |
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Article 32 Language of disclosure and translation of documents to be disclosed |
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Article 33 Disclosure in cases of multiple branches in a Member State |
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Article 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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Article 35 Information on letters and order forms |
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Section 3 Disclosure rules applicable to branches of companies from third countries (arts. 36-39) |
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Article 36 Disclosure of documents and particulars relating to a branch |
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Article 37 Compulsory documents and particulars to be disclosed |
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Article 38 Limits of compulsory disclosure of accounting documents |
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Article 39 Information on letters and order forms |
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Section 4 Application and implementing arrangements (arts. 40-43) |
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Article 40 Penalties |
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Article 41 Persons carrying out disclosure formalities |
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Article 42 Exemptions to provisions on disclosure of accounting documents for branches |
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Article 43 Contact Committee |
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Chapter IV Capital maintenance and alteration (arts. 44-86) |
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Section 1 Capital requirements (arts. 44-48) |
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Article 44 General provisions |
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Article 45 Minimum capital |
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Article 46 Assets |
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Article 47 Issuing price of shares |
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Article 48 Paying up of shares issued for a consideration |
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Section 2 Safeguards as regards statutory capital (arts. 49-55) |
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Article 49 Experts' report on consideration other than in cash |
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Article 50 Derogation from the requirement for an experts' report |
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Article 51 Consideration other than in cash without an experts' report |
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Article 52 Substantial acquisitions after incorporation or authorisation to commence business |
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Article 53 Shareholders' obligation to pay up contributions |
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Article 54 Safeguards in the event of conversion |
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Article 55 Modification of the statutes or of the instrument of incorporation |
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Section 3 Rules on distribution (arts. 56-58) |
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Article 56 General rules on distribution |
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Article 57 Recovery of distributions unlawfully made |
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Article 58 Serious loss of the subscribed capital |
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Section 4 Rules on companies' aquisitions of their own shares (arts. 59-67) |
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Article 59 No subscription of own shares |
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Article 60 Acquisition of own shares |
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Article 61 Derogation from rules on acquisition of own shares |
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Article 62 Consequences of illegal acquisition of own shares |
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Article 63 Holding of own shares and annual report in case of acquisition of own shares |
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Article 64 Financial assistance by a company for acquisition of its shares by a third party |
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Article 65 Additional safeguards in case of related party transactions |
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Article 66 Acceptance of the company's own shares as security |
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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 |
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Section 5 Rules for the increase and reduction of capital (arts. 68-83) |
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Article 68 Decision by the general meeting on the increase of capital |
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Article 69 Paying up shares issued for consideration |
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Article 70 Shares issued for consideration other than in cash |
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Article 71 Increase in capital not fully subscribed |
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Article 72 Increase in capital by consideration in cash |
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Article 73 Decision by the general meeting on reduction in the subscribed capital |
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Article 74 Reduction in the subscribed capital in case of several classes of shares |
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Article 75 Safeguards for creditors in case of reduction in the subscribed capital |
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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 |
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Article 78 Redemption of subscribed capital without reduction |
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Article 79 Reduction in the subscribed capital by compulsory withdrawal of shares |
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Article 80 Reduction in the subscribed capital by the withdrawal of shares acquired by the company itself or on its behalf |
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Article 81 Redemption of the subscribed capital or its reduction by withdrawal of shares in case of several classes of shares |
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Article 82 Conditions for redemption of shares |
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Article 83 Voting requirements for the decisions of the general meeting |
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Section 6 Application and implementing arrangements (arts. 84-86) |
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⚠ Article 84 Derogation from certain requirements |
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Article 85 Equal treatment of all shareholders who are in the same position |
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Article 86 Transitional provisions |
