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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 |
