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Chapter -I Cross-border conversions (arts. 86a-86t) |
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⚠ Article 86a Scope |
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Article 86b Definitions |
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Article 86c Procedures and formalities |
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Article 86d Draft terms of cross-border conversions |
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Article 86e Report of the administrative or management body for members and employees |
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Article 86f Independent expert report |
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Article 86g Disclosure |
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Article 86h Approval by the general meeting |
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Article 86i Protection of members |
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Article 86j Protection of creditors |
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Article 86k Employee information and consultation |
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Article 86l Employee participation |
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Article 86m Pre-conversion certificate |
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Article 86n Transmission of the pre-conversion certificate |
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Article 86o Scrutiny of the legality of the cross-border conversion by the destination Member State |
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Article 86p Registration |
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Article 86q Date on which the cross-border conversion takes effect |
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Article 86r Consequences of a cross-border conversion |
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Article 86s Independent experts |
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Article 86t Validity |
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Chapter I Mergers of public limited liability companies (arts. 87-117) |
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Section 1 General provisions on mergers (arts. 87-90) |
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⚠ Article 87 General provisions |
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Article 88 Rules governing mergers by acquisition and mergers by formation of a new company |
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Article 89 Definition of a 'merger by acquisition' |
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Article 90 Definition of a 'merger by the formation of a new company' |
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Section 2 Merger by acquisition (arts. 91-108) |
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Article 91 Draft terms of merger |
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Article 92 Publication of the draft terms of merger |
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Article 93 Approval by the general meeting of each of the merging companies |
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Article 94 Derogation from the requirement of approval by the general meeting of the acquiring company |
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Article 95 Detailed written report and information on a merger |
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Article 96 Examination of the draft terms of merger by experts |
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Article 97 Availability of documents for inspection by shareholders |
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Article 98 Protection of employees' rights |
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Article 99 Protection of the interests of creditors of the merging companies |
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Article 100 Protection of the interests of debenture holders of the merging companies |
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Article 101 Protection of holders of securities, other than shares, to which special rights are attached |
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Article 102 Drawing up and certification of documents in due legal form |
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Article 103 Date on which a merger takes effect |
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Article 104 Publication formalities |
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Article 105 Consequences of a merger |
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Article 106 Civil liability of members of the administrative or management bodies of the company being acquired |
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Article 107 Civil liability of the experts responsible for drawing up the expert report on behalf of the company being acquired |
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Article 108 Conditions for nullity of a merger |
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Section 3 Merger by formation of a new company (art. 109) |
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Article 109 Merger by formation of a new company |
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Section 4 Acquisition of one company by another which holds 90% or more of its shares (arts. 110-115) |
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Article 110 Transfer of all assets and liabilities by one or more companies to another company which is the holder of all their shares |
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Article 111 Exemption from the requirement of approval by the general meeting |
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Article 112 Shares held by or on behalf of the acquiring company |
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Article 113 Merger by acquisition by a company which holds 90% or more of the shares of a company being acquired |
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Article 114 Exemption from requirements applicable to mergers by acquisition |
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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 |
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Section 5 Other operations treated as mergers (arts. 116-117) |
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Article 116 Mergers with cash payment exceeding 10% |
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Article 117 Mergers without all of the transferring companies ceasing to exist |
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Chapter II Cross-border mergers of limited liability companies (arts. 118-134) |
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Article 118 General provisions |
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Article 119 Definitions |
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⚠ Article 120 Further provisions concerning scope |
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Article 121 Conditions relating to cross-border mergers |
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Article 122 Common draft terms of cross-border mergers |
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Article 123 Disclosure |
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Article 124 Report of the administrative or management body for members and employees |
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Article 125 Independent expert report |
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Article 126 Approval by the general meeting |
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Article 126a Protection of members |
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Article 126b Protection of creditors |
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Article 126c Employee information and consultation |
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Article 127 Pre-merger certificate |
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Article 127a Transmission of the pre-merger certificate |
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Article 128 Scrutiny of the legality of the cross-border merger |
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Article 129 Date on which the cross-border merger takes effect |
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Article 130 Registration |
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Article 131 Consequences of a cross-border merger |
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Article 132 Simplified formalities |
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Article 133 Employee participation |
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Article 133a Independent experts |
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Article 134 Validity |
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Chapter III Divisions of public limited liability companies (arts. 135-160) |
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Section 1 General provisions (art. 135) |
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Article 135 General provisions on division operations |
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Section 2 Division by acquisition (arts. 136-154) |
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Article 136 Definition of a 'division by acquisition' |
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Article 137 Draft terms of division |
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Article 138 Publication of the draft terms of division |
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Article 139 Approval by the general meeting of each company involved in a division |
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Article 140 Derogation from the requirement of approval by the general meeting of a recipient company |
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Article 141 Detailed written report and information on a division |
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Article 142 Examination of the draft terms of division by experts |
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Article 143 Availability of documents for inspection by shareholders |
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Article 144 Simplified formalities |
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Article 145 Protection of employees' rights |
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Article 146 Protection of the interests of creditors of companies involved in a division; joint and several liability of the recipient companies |
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Article 147 Protection of holders of securities, other than shares, to which special rights are attached |
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Article 148 Drawing up and certification of documents in due legal form |
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Article 149 Date on which a division takes effect |
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Article 150 Publication formalities |
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Article 151 Consequences of a division |
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Article 152 Civil liability of members of the administrative or management bodies of a company being divided |
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Article 153 Conditions for nullity of a division |
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Article 154 Exemption from the requirement of approval by the general meeting of the company being divided |
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Section 3 Division by the formation of new companies (arts. 155-156) |
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Article 155 Definition of a 'division by the formation of new companies' |
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Article 156 Application of rules on divisions by acquisition |
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Section 4 Divisions under the supervision of a judicial authority (art. 157) |
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Article 157 Divisions under the supervision of a judicial authority |
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Section 5 Other operations treated as divisions (arts. 158- 159) |
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Article 158 Divisions with cash payment exceeding 10% |
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Article 159 Divisions without the company being divided ceasing to exist |
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Section 6 Application arrangements (art. 160) |
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Article 160 Transitional provisions |
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Chapter IV Cross-border divisions of limited liability companies (arts. 160a-160u) |
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⚠ Article 160a Scope |
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Article 160b Definitions |
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Article 160c Procedures and formalities |
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Article 160d Draft terms of cross-border divisions |
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Article 160e Report of the administrative or management body for members and employees |
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Article 160f Independent expert report |
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Article 160g Disclosure |
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Article 160h Approval by the general meeting |
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Article 160i Protection of members |
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Article 160j Protection of creditors |
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Article 160k Employee information and consultation |
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Article 160l Employee participation |
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Article 160m Pre-division certificate |
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Article 160n Transmission of the pre-division certificate |
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Article 160o Scrutiny of the legality of the cross-border division |
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Article 160p Registration |
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Article 160q Date on which the cross-border division takes effect |
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Article 160r Consequences of a cross-border division |
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Article 160s Simplified formalities |
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Article 160t Independent experts |
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Article 160u Validity |
