Title I General provisions and the establishment and functioning of limited liability companies (arts. 1-86)

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Proposed changes

Directive (EU) 2017/1132 with proposed changes from COM(2023) 177 final / 2023/0089 (COD)

Comparing proposed amendment...


	Chapter I Subject matter (art. 1)
Amended	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)
Entered into force	Article 2 Scope
Entered into force	Article 3 Compulsory information to be provided in the statutes or instruments of incorporation
Entered into force	Article 4 Compulsory information to be provided in the statutes or instruments of incorporation or separate documents
Entered into force	Article 5 Authorisation for commencing business
Entered into force	Article 6 Multiple-member companies
	Section 2 Nullity of the limited liability company and validity of its obligations (arts. 7-12)
Entered into force	Article 7 General provisions and joint and several liability
Entered into force	Article 8 Effects of disclosure with respect to third parties
Entered into force	Article 9 Acts of the organs of a company and its representation
Entered into force	Article 10 Drawing up and certification of the instrument of constitution and the company statutes in due legal form
Entered into force	Article 11 Conditions for nullity of a company
Entered into force	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)
Inserted	Article 13g Online formation of companies
Inserted	Article 13h Templates for online formation of companies
Inserted	Article 13i Disqualified directors
Inserted	Article 13j Online filing of company documents and information
	Section 1 General provisions (arts. 13-28)
Amended	Article 13 Scope
Inserted	Article 13a Definitions
Inserted	Article 13b Recognition of identification means for the purposes of online procedures
Inserted	Article 13c General provisions on online procedures
Inserted	Article 13d Fees for online procedures
Inserted	Article 13e Payments
Inserted	Article 13f Information requirements
Entered into force	Article 14 Documents and particulars to be disclosed by companies
Entered into force	Article 15 Changes in documents and particulars
Amended	Article 16 Disclosure in the register
Inserted	Article 16a Access to disclosed information
Amended	Article 17 Up-to-date information on national law with regard to the rights of third parties
Amended	Article 18 Availability of electronic copies of documents and particulars
Amended	Article 19 Fees chargeable for documents and information
Amended	Article 20 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of a company from the register
Entered into force	Article 21 Language of disclosure and translation of documents and particulars to be disclosed
Amended	Article 22 System of interconnection of registers
Entered into force	Article 23 Development and operation of the platform
Amended	Article 24 Implementing acts
Entered into force	Article 25 Financing
Entered into force	Article 26 Information on letters and order forms
Entered into force	Article 27 Persons carrying out disclosure formalities
Entered into force	Article 28 Penalties
	Section 2 Registration and disclosure rules applicable to branches of companies from other Member States (arts. 28a-35)
Inserted	Article 28a Online registration of branches
Inserted	Article 28b Online filing of documents and information for branches
Inserted	Article 28c Closure of branches
Entered into force	Article 29 Disclosure of documents and particulars relating to a branch
Entered into force	Article 30 Documents and particulars to be disclosed
Inserted	Article 30a Changes to documents and information of the company
Amended	Article 31 Limits on the compulsory disclosure of accounting documents
Entered into force	Article 32 Language of disclosure and translation of documents to be disclosed
Entered into force	Article 33 Disclosure in cases of multiple branches in a Member State
Entered into force	Article 34 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of the company from the register
Entered into force	Article 35 Information on letters and order forms
	Section 3 Disclosure rules applicable to branches of companies from third countries (arts. 36-39)
Entered into force	Article 36 Disclosure of documents and particulars relating to a branch
Entered into force	Article 37 Compulsory documents and particulars to be disclosed
Entered into force	Article 38 Limits of compulsory disclosure of accounting documents
Entered into force	Article 39 Information on letters and order forms
	Section 4 Application and implementing arrangements (arts. 40-43)
Entered into force	Article 40 Penalties
Entered into force	Article 41 Persons carrying out disclosure formalities
Entered into force	Article 42 Exemptions to provisions on disclosure of accounting documents for branches
Deleted	Article 43 Contact Committee
	Chapter IV Capital maintenance and alteration (arts. 44-86)
	Section 1 Capital requirements (arts. 44-48)
Entered into force	Article 44 General provisions
Entered into force	Article 45 Minimum capital
Entered into force	Article 46 Assets
Entered into force	Article 47 Issuing price of shares
Entered into force	Article 48 Paying up of shares issued for a consideration
	Section 2 Safeguards as regards statutory capital (arts. 49-55)
Entered into force	Article 49 Experts' report on consideration other than in cash
Entered into force	Article 50 Derogation from the requirement for an experts' report
Entered into force	Article 51 Consideration other than in cash without an experts' report
Entered into force	Article 52 Substantial acquisitions after incorporation or authorisation to commence business
Entered into force	Article 53 Shareholders' obligation to pay up contributions
Entered into force	Article 54 Safeguards in the event of conversion
Entered into force	Article 55 Modification of the statutes or of the instrument of incorporation
	Section 3 Rules on distribution (arts. 56-58)
Entered into force	Article 56 General rules on distribution
Entered into force	Article 57 Recovery of distributions unlawfully made
Entered into force	Article 58 Serious loss of the subscribed capital
	Section 4 Rules on companies' aquisitions of their own shares (arts. 59-67)
Entered into force	Article 59 No subscription of own shares
Entered into force	Article 60 Acquisition of own shares
Entered into force	Article 61 Derogation from rules on acquisition of own shares
Entered into force	Article 62 Consequences of illegal acquisition of own shares
Entered into force	Article 63 Holding of own shares and annual report in case of acquisition of own shares
Entered into force	Article 64 Financial assistance by a company for acquisition of its shares by a third party
Entered into force	Article 65 Additional safeguards in case of related party transactions
Entered into force	Article 66 Acceptance of the company's own shares as security
Entered into force	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)
Entered into force	Article 68 Decision by the general meeting on the increase of capital
Entered into force	Article 69 Paying up shares issued for consideration
Entered into force	Article 70 Shares issued for consideration other than in cash
Entered into force	Article 71 Increase in capital not fully subscribed
Entered into force	Article 72 Increase in capital by consideration in cash
Entered into force	Article 73 Decision by the general meeting on reduction in the subscribed capital
Entered into force	Article 74 Reduction in the subscribed capital in case of several classes of shares
Entered into force	Article 75 Safeguards for creditors in case of reduction in the subscribed capital
Entered into force	Article 76 Derogation from safeguards for creditors in case of reduction in the subscribed capital
Entered into force	Article 77 Reduction in the subscribed capital and the minimum capital
Entered into force	Article 78 Redemption of subscribed capital without reduction
Entered into force	Article 79 Reduction in the subscribed capital by compulsory withdrawal of shares
Entered into force	Article 80 Reduction in the subscribed capital by the withdrawal of shares acquired by the company itself or on its behalf
Entered into force	Article 81 Redemption of the subscribed capital or its reduction by withdrawal of shares in case of several classes of shares
Entered into force	Article 82 Conditions for redemption of shares
Entered into force	Article 83 Voting requirements for the decisions of the general meeting
	Section 6 Application and implementing arrangements (arts. 84-86)
Amended	Article 84 Derogation from certain requirements
Entered into force	Article 85 Equal treatment of all shareholders who are in the same position
Entered into force	Article 86 Transitional provisions

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Title I General provisions and the establishment and functioning of limited liability companies (arts. 1-86)

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