Title II Coversions, mergers and divisions of limited liability companies (arts. 86a-160u)

Previous Next

Comparing proposed amendment...


	Chapter -I Cross-border conversions (arts. 86a-86t)
Inserted	Article 86a Scope
Inserted	Article 86b Definitions
Inserted	Article 86c Procedures and formalities
Inserted	Article 86d Draft terms of cross-border conversions
Inserted	Article 86e Report of the administrative or management body for members and employees
Inserted	Article 86f Independent expert report
Inserted	Article 86g Disclosure
Inserted	Article 86h Approval by the general meeting
Inserted	Article 86i Protection of members
Inserted	Article 86j Protection of creditors
Inserted	Article 86k Employee information and consultation
Inserted	Article 86l Employee participation
Inserted	Article 86m Pre-conversion certificate
Inserted	Article 86n Transmission of the pre-conversion certificate
Inserted	Article 86o Scrutiny of the legality of the cross-border conversion by the destination Member State
Inserted	Article 86p Registration
Inserted	Article 86q Date on which the cross-border conversion takes effect
Inserted	Article 86r Consequences of a cross-border conversion
Inserted	Article 86s Independent experts
Inserted	Article 86t Validity
	Chapter I Mergers of public limited liability companies (arts. 87-117)
	Section 1 General provisions on mergers (arts. 87-90)
Amended	Article 87 General provisions
Entered into force	Article 88 Rules governing mergers by acquisition and mergers by formation of a new company
Entered into force	Article 89 Definition of a 'merger by acquisition'
Entered into force	Article 90 Definition of a 'merger by the formation of a new company'
	Section 2 Merger by acquisition (arts. 91-108)
Entered into force	Article 91 Draft terms of merger
Entered into force	Article 92 Publication of the draft terms of merger
Entered into force	Article 93 Approval by the general meeting of each of the merging companies
Entered into force	Article 94 Derogation from the requirement of approval by the general meeting of the acquiring company
Entered into force	Article 95 Detailed written report and information on a merger
Entered into force	Article 96 Examination of the draft terms of merger by experts
Entered into force	Article 97 Availability of documents for inspection by shareholders
Entered into force	Article 98 Protection of employees' rights
Entered into force	Article 99 Protection of the interests of creditors of the merging companies
Entered into force	Article 100 Protection of the interests of debenture holders of the merging companies
Entered into force	Article 101 Protection of holders of securities, other than shares, to which special rights are attached
Entered into force	Article 102 Drawing up and certification of documents in due legal form
Entered into force	Article 103 Date on which a merger takes effect
Entered into force	Article 104 Publication formalities
Entered into force	Article 105 Consequences of a merger
Entered into force	Article 106 Civil liability of members of the administrative or management bodies of the company being acquired
Entered into force	Article 107 Civil liability of the experts responsible for drawing up the expert report on behalf of the company being acquired
Entered into force	Article 108 Conditions for nullity of a merger
	Section 3 Merger by formation of a new company (art. 109)
Entered into force	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)
Entered into force	Article 110 Transfer of all assets and liabilities by one or more companies to another company which is the holder of all their shares
Entered into force	Article 111 Exemption from the requirement of approval by the general meeting
Entered into force	Article 112 Shares held by or on behalf of the acquiring company
Entered into force	Article 113 Merger by acquisition by a company which holds 90% or more of the shares of a company being acquired
Entered into force	Article 114 Exemption from requirements applicable to mergers by acquisition
Entered into force	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)
Entered into force	Article 116 Mergers with cash payment exceeding 10%
Entered into force	Article 117 Mergers without all of the transferring companies ceasing to exist
	Chapter II Cross-border mergers of limited liability companies (arts. 118-134)
Entered into force	Article 118 General provisions
Amended	Article 119 Definitions
Amended	Article 120 Further provisions concerning scope
Amended	Article 121 Conditions relating to cross-border mergers
Amended	Article 122 Common draft terms of cross-border mergers
Amended	Article 123 Disclosure
Amended	Article 124 Report of the administrative or management body for members and employees
Amended	Article 125 Independent expert report
Amended	Article 126 Approval by the general meeting
Inserted	Article 126a Protection of members
Inserted	Article 126b Protection of creditors
Inserted	Article 126c Employee information and consultation
Amended	Article 127 Pre-merger certificate
Inserted	Article 127a Transmission of the pre-merger certificate
Amended	Article 128 Scrutiny of the legality of the cross-border merger
Entered into force	Article 129 Date on which the cross-border merger takes effect
Amended	Article 130 Registration
Amended	Article 131 Consequences of a cross-border merger
Amended	Article 132 Simplified formalities
Amended	Article 133 Employee participation
Inserted	Article 133a Independent experts
Amended	Article 134 Validity
	Chapter III Divisions of public limited liability companies (arts. 135-160)
	Section 1 General provisions (art. 135)
Entered into force	Article 135 General provisions on division operations
	Section 2 Division by acquisition (arts. 136-154)
Entered into force	Article 136 Definition of a 'division by acquisition'
Entered into force	Article 137 Draft terms of division
Entered into force	Article 138 Publication of the draft terms of division
Entered into force	Article 139 Approval by the general meeting of each company involved in a division
Entered into force	Article 140 Derogation from the requirement of approval by the general meeting of a recipient company
Entered into force	Article 141 Detailed written report and information on a division
Entered into force	Article 142 Examination of the draft terms of division by experts
Entered into force	Article 143 Availability of documents for inspection by shareholders
Entered into force	Article 144 Simplified formalities
Entered into force	Article 145 Protection of employees' rights
Entered into force	Article 146 Protection of the interests of creditors of companies involved in a division; joint and several liability of the recipient companies
Entered into force	Article 147 Protection of holders of securities, other than shares, to which special rights are attached
Entered into force	Article 148 Drawing up and certification of documents in due legal form
Entered into force	Article 149 Date on which a division takes effect
Entered into force	Article 150 Publication formalities
Entered into force	Article 151 Consequences of a division
Entered into force	Article 152 Civil liability of members of the administrative or management bodies of a company being divided
Entered into force	Article 153 Conditions for nullity of a division
Entered into force	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)
Entered into force	Article 155 Definition of a 'division by the formation of new companies'
Entered into force	Article 156 Application of rules on divisions by acquisition
	Section 4 Divisions under the supervision of a judicial authority (art. 157)
Entered into force	Article 157 Divisions under the supervision of a judicial authority
	Section 5 Other operations treated as divisions (arts. 158- 159)
Entered into force	Article 158 Divisions with cash payment exceeding 10%
Entered into force	Article 159 Divisions without the company being divided ceasing to exist
	Section 6 Application arrangements (art. 160)
Entered into force	Article 160 Transitional provisions
	Chapter IV Cross-border divisions of limited liability companies (arts. 160a-160u)
Amended	Article 160a Scope
Inserted	Article 160b Definitions
Inserted	Article 160c Procedures and formalities
Inserted	Article 160d Draft terms of cross-border divisions
Inserted	Article 160e Report of the administrative or management body for members and employees
Inserted	Article 160f Independent expert report
Inserted	Article 160g Disclosure
Inserted	Article 160h Approval by the general meeting
Inserted	Article 160i Protection of members
Inserted	Article 160j Protection of creditors
Inserted	Article 160k Employee information and consultation
Inserted	Article 160l Employee participation
Inserted	Article 160m Pre-division certificate
Inserted	Article 160n Transmission of the pre-division certificate
Inserted	Article 160o Scrutiny of the legality of the cross-border division
Inserted	Article 160p Registration
Inserted	Article 160q Date on which the cross-border division takes effect
Inserted	Article 160r Consequences of a cross-border division
Inserted	Article 160s Simplified formalities
Inserted	Article 160t Independent experts
Inserted	Article 160u Validity

Previous Next

Document overview

Set a date to view the document

Text comparison

Print / Export Options

Export

Report template

Alert me to changes

Bookmarks

Search within this document

Request a trial

The best way to experience Better Regulation is to try it - free and without obligation.

Set a date to view the document

Text comparison

Print / Export Options

Export

Report template

Alert me to changes

Bookmarks

Search within this document

Share

Title II Coversions, mergers and divisions of limited liability companies (arts. 86a-160u)

Log in

Request a trial

The best way to experience Better Regulation is to try it - free and without obligation.