Table of Contents
Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (Text with EEA relevance)RecitalsTitle I General provisions and the establishment and functioning of limited liability companies (arts. 1-86)Chapter I Subject matter (art. 1)Article 1 Subject matterChapter 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)Article 2 ScopeArticle 3 Compulsory information to be provided in the statutes or instruments of incorporationArticle 4 Compulsory information to be provided in the statutes or instruments of incorporation or separate documentsArticle 5 Authorisation for commencing businessArticle 6 Multiple-member companiesSection 2 Nullity of the limited liability company and validity of its obligations (arts. 7-12)Article 7 General provisions and joint and several liabilityArticle 8 Effects of disclosure with respect to third partiesArticle 9 Acts of the organs of a company and its representationArticle 10 Drawing up and certification of the instrument of constitution and the company statutes in due legal formArticle 11 Conditions for nullity of a companyArticle 12 Consequences of nullityChapter III Online procedures (formation, registration and filing), disclosure and registers (arts. 13-43)Section 1A Online formation, online filing and disclosure (arts. 13g-13j)Article 13g Online formation of companiesArticle 13h Templates for online formation of companiesArticle 13i Disqualified directorsArticle 13j Online filing of company documents and informationSection 1 General provisions (arts. 13-28)Article 13 ScopeArticle 13a DefinitionsArticle 13b Recognition of identification means for the purposes of online proceduresArticle 13c General provisions on online proceduresArticle 13d Fees for online proceduresArticle 13e PaymentsArticle 13f Information requirementsArticle 14 Documents and particulars to be disclosed by companiesArticle 15 Changes in documents and particularsArticle 16 Disclosure in the registerArticle 16a Access to disclosed informationArticle 17 Up-to-date information on national law with regard to the rights of third partiesArticle 18 Availability of electronic copies of documents and particularsArticle 19 Fees chargeable for documents and informationArticle 20 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of a company from the registerArticle 21 Language of disclosure and translation of documents and particulars to be disclosedArticle 22 System of interconnection of registersArticle 23 Development and operation of the platformArticle 24 Implementing actsArticle 25 FinancingArticle 26 Information on letters and order formsArticle 27 Persons carrying out disclosure formalitiesArticle 28 PenaltiesSection 2 Registration and disclosure rules applicable to branches of companies from other Member States (arts. 28a-35)Article 28a Online registration of branchesArticle 28b Online filing of documents and information for branchesArticle 28c Closure of branchesArticle 29 Disclosure of documents and particulars relating to a branchArticle 30 Documents and particulars to be disclosedArticle 30a Changes to documents and information of the companyArticle 31 Limits on the compulsory disclosure of accounting documentsArticle 32 Language of disclosure and translation of documents to be disclosedArticle 33 Disclosure in cases of multiple branches in a Member StateArticle 34 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of the company from the registerArticle 35 Information on letters and order formsSection 3 Disclosure rules applicable to branches of companies from third countries (arts. 36-39)Article 36 Disclosure of documents and particulars relating to a branchArticle 37 Compulsory documents and particulars to be disclosedArticle 38 Limits of compulsory disclosure of accounting documentsArticle 39 Information on letters and order formsSection 4 Application and implementing arrangements (arts. 40-43)Article 40 PenaltiesArticle 41 Persons carrying out disclosure formalitiesArticle 42 Exemptions to provisions on disclosure of accounting documents for branchesArticle 43 Contact CommitteeChapter IV Capital maintenance and alteration (arts. 44-86)Section 1 Capital requirements (arts. 44-48)Article 44 General provisionsArticle 45 Minimum capitalArticle 46 AssetsArticle 47 Issuing price of sharesArticle 48 Paying up of shares issued for a considerationSection 2 Safeguards as regards statutory capital (arts. 49-55)Article 49 Experts' report on consideration other than in cashArticle 50 Derogation from the requirement for an experts' reportArticle 51 Consideration other than in cash without an experts' reportArticle 52 Substantial acquisitions after incorporation or authorisation to commence businessArticle 53 Shareholders' obligation to pay up contributionsArticle 54 Safeguards in the event of conversionArticle 55 Modification of the statutes or of the instrument of incorporationSection 3 Rules on distribution (arts. 56-58)Article 56 General rules on distributionArticle 57 Recovery of distributions unlawfully madeArticle 58 Serious loss of the subscribed capitalSection 4 Rules on companies' aquisitions of their own shares (arts. 59-67)Article 59 No subscription of own sharesArticle 60 Acquisition of own sharesArticle 61 Derogation from rules on acquisition of own sharesArticle 62 Consequences of illegal acquisition of own sharesArticle 63 Holding of own shares and annual report in case of acquisition of own sharesArticle 64 Financial assistance by a company for acquisition of its shares by a third partyArticle 65 Additional safeguards in case of related party transactionsArticle 66 Acceptance of the company's own shares as securityArticle 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 influenceSection 5 Rules for the increase and reduction of capital (arts. 68-83)Article 68 Decision by the general meeting on the increase of capitalArticle 69 Paying up shares issued for considerationArticle 70 Shares issued for consideration other than in cashArticle 71 Increase in capital not fully subscribedArticle 72 Increase in capital by consideration in cashArticle 73 Decision by the general meeting on reduction in the subscribed capitalArticle 74 Reduction in the subscribed capital in case of several classes of sharesArticle 75 Safeguards for creditors in case of reduction in the subscribed capitalArticle 76 Derogation from safeguards for creditors in case of reduction in the subscribed capitalArticle 77 Reduction in the subscribed capital and the minimum capitalArticle 78 Redemption of subscribed capital without reductionArticle 79 Reduction in the subscribed capital by compulsory withdrawal of sharesArticle 80 Reduction in the subscribed capital by the withdrawal of shares acquired by the company itself or on its behalfArticle 81 Redemption of the subscribed capital or its reduction by withdrawal of shares in case of several classes of sharesArticle 82 Conditions for redemption of sharesArticle 83 Voting requirements for the decisions of the general meetingSection 6 Application and implementing arrangements (arts. 84-86)Article 84 Derogation from certain requirementsArticle 85 Equal treatment of all shareholders who are in the same positionArticle 86 Transitional provisionsTitle II Coversions, mergers and divisions of limited liability companies (arts. 86a-160u)Chapter -I Cross-border conversions (arts. 86a-86t)Article 86a ScopeArticle 86b DefinitionsArticle 86c Procedures and formalitiesArticle 86d Draft terms of cross-border conversionsArticle 86e Report of the administrative or management body for members and employeesArticle 86f Independent expert reportArticle 86g DisclosureArticle 86h Approval by the general meetingArticle 86i Protection of membersArticle 86j Protection of creditorsArticle 86k Employee information and consultationArticle 86l Employee participationArticle 86m Pre-conversion certificateArticle 86n Transmission of the pre-conversion certificateArticle 86o Scrutiny of the legality of the cross-border conversion by the destination Member StateArticle 86p RegistrationArticle 86q Date on which the cross-border conversion takes effectArticle 86r Consequences of a cross-border conversionArticle 86s Independent expertsArticle 86t ValidityChapter I Mergers of public limited liability companies (arts. 87-117)Section 1 General provisions on mergers (arts. 87-90)Article 87 General provisionsArticle 88 Rules governing mergers by acquisition and mergers by formation of a new companyArticle 89 Definition of a 'merger by acquisition'Article 90 Definition of a 'merger by the formation of a new company'Section 2 Merger by acquisition (arts. 91-108)Article 91 Draft terms of mergerArticle 92 Publication of the draft terms of mergerArticle 93 Approval by the general meeting of each of the merging companiesArticle 94 Derogation from the requirement of approval by the general meeting of the acquiring companyArticle 95 Detailed written report and information on a mergerArticle 96 Examination of the draft terms of merger by expertsArticle 97 Availability of documents for inspection by shareholdersArticle 98 Protection of employees' rightsArticle 99 Protection of the interests of creditors of the merging companiesArticle 100 Protection of the interests of debenture holders of the merging companiesArticle 101 Protection of holders of securities, other than shares, to which special rights are attachedArticle 102 Drawing up and certification of documents in due legal formArticle 103 Date on which a merger takes effectArticle 104 Publication formalitiesArticle 105 Consequences of a mergerArticle 106 Civil liability of members of the administrative or management bodies of the company being acquiredArticle 107 Civil liability of the experts responsible for drawing up the expert report on behalf of the company being acquiredArticle 108 Conditions for nullity of a mergerSection 3 Merger by formation of a new company (art. 109)Article 109 Merger by formation of a new companySection 4 Acquisition of one company by another which holds 90% or more of its shares (arts. 110-115)Article 110 Transfer of all assets and liabilities by one or more companies to another company which is the holder of all their sharesArticle 111 Exemption from the requirement of approval by the general meetingArticle 112 Shares held by or on behalf of the acquiring companyArticle 113 Merger by acquisition by a company which holds 90% or more of the shares of a company being acquiredArticle 114 Exemption from requirements applicable to mergers by acquisitionArticle 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 sharesSection 5 Other operations treated as mergers (arts. 116-117)Article 116 Mergers with cash payment exceeding 10%Article 117 Mergers without all of the transferring companies ceasing to existChapter II Cross-border mergers of limited liability companies (arts. 118-134)Article 118 General provisionsArticle 119 DefinitionsArticle 120 Further provisions concerning scopeArticle 121 Conditions relating to cross-border mergersArticle 122 Common draft terms of cross-border mergersArticle 123 DisclosureArticle 124 Report of the administrative or management body for members and employeesArticle 125 Independent expert reportArticle 126 Approval by the general meetingArticle 126a Protection of membersArticle 126b Protection of creditorsArticle 126c Employee information and consultationArticle 127 Pre-merger certificateArticle 127a Transmission of the pre-merger certificateArticle 128 Scrutiny of the legality of the cross-border mergerArticle 129 Date on which the cross-border merger takes effectArticle 130 RegistrationArticle 131 Consequences of a cross-border mergerArticle 132 Simplified formalitiesArticle 133 Employee participationArticle 133a Independent expertsArticle 134 ValidityChapter III Divisions of public limited liability companies (arts. 135-160)Section 1 General provisions (art. 135)Article 135 General provisions on division operationsSection 2 Division by acquisition (arts. 136-154)Article 136 Definition of a 'division by acquisition'Article 137 Draft terms of divisionArticle 138 Publication of the draft terms of divisionArticle 139 Approval by the general meeting of each company involved in a divisionArticle 140 Derogation from the requirement of approval by the general meeting of a recipient companyArticle 141 Detailed written report and information on a divisionArticle 142 Examination of the draft terms of division by expertsArticle 143 Availability of documents for inspection by shareholdersArticle 144 Simplified formalitiesArticle 145 Protection of employees' rightsArticle 146 Protection of the interests of creditors of companies involved in a division; joint and several liability of the recipient companiesArticle 147 Protection of holders of securities, other than shares, to which special rights are attachedArticle 148 Drawing up and certification of documents in due legal formArticle 149 Date on which a division takes effectArticle 150 Publication formalitiesArticle 151 Consequences of a divisionArticle 152 Civil liability of members of the administrative or management bodies of a company being dividedArticle 153 Conditions for nullity of a divisionArticle 154 Exemption from the requirement of approval by the general meeting of the company being dividedSection 3 Division by the formation of new companies (arts. 155-156)Article 155 Definition of a 'division by the formation of new companies'Article 156 Application of rules on divisions by acquisitionSection 4 Divisions under the supervision of a judicial authority (art. 157)Article 157 Divisions under the supervision of a judicial authoritySection 5 Other operations treated as divisions (arts. 158- 159)Article 158 Divisions with cash payment exceeding 10%Article 159 Divisions without the company being divided ceasing to existSection 6 Application arrangements (art. 160)Article 160 Transitional provisionsChapter IV Cross-border divisions of limited liability companies (arts. 160a-160u)Article 160a ScopeArticle 160b DefinitionsArticle 160c Procedures and formalitiesArticle 160d Draft terms of cross-border divisionsArticle 160e Report of the administrative or management body for members and employeesArticle 160f Independent expert reportArticle 160g DisclosureArticle 160h Approval by the general meetingArticle 160i Protection of membersArticle 160j Protection of creditorsArticle 160k Employee information and consultationArticle 160l Employee participationArticle 160m Pre-division certificateArticle 160n Transmission of the pre-division certificateArticle 160o Scrutiny of the legality of the cross-border divisionArticle 160p RegistrationArticle 160q Date on which the cross-border division takes effectArticle 160r Consequences of a cross-border divisionArticle 160s Simplified formalitiesArticle 160t Independent expertsArticle 160u ValidityTitle III Final provisions (arts. 161-168)Article 161 Data protectionArticle 162 Report, regular dialogue on the system of interconnection of registers and reviewArticle 162a Amendments to the AnnexesArticle 163 Exercise of the delegationArticle 164 Committee procedureArticle 165 CommunicationArticle 166 RepealArticle 167 Entry into forceArticle 168 AddresseesAnnex I Types of companies referred to in Article 2(1) and (2), Article 44(1) and (2), Article 45(2), Article 87(1) and (2) and Article 135(1)Annex II Types of companies referred to in Articles 7(1), 13, 29(1), 36(1), 67(1), points (1) and (2) of Article 86b, point (a) of Article 119(1), and point (1) of Article 160bAnnex IIA Types of companies referred to in Articles 13, 13f, 13g, 13h and 162aAnnex IIIAnnex III, Part A Repealed Directives with list of the successive amendments thereto (referred to in Article 166)Annex III, Part B Time limits for transposition into national law and Dates of application (referred to in Article 166)Annex IV Correlation tableDone at
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Article 89 Definition of a 'merger by acquisition'
1. For the purposes of this Chapter, "merger by acquisition" shall mean the operation whereby one or more companies are wound up without going into liquidation and transfer to another all their assets and liabilities in exchange for the issue to the shareholders of the company or companies being acquired of shares in the acquiring company and a cash payment, if any, not exceeding 10% of the nominal value of the shares so issued or, where they have no nominal value, of their accounting par value.
2. A Member State's laws may provide that merger by acquisition may also be effected where one or more of the companies being acquired is in liquidation, provided that this option is restricted to companies which have not yet begun to distribute their assets to their sfhareholders.