DIRECTIVE (EU) 2017/1132 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 14 June 2017
relating to certain aspects of company law
(codification)
(Text with EEA relevance)
TITLE I GENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF LIMITED LIABILITY COMPANIES 55
Chapter I Subject matter 55
Chapter II Incorporation and nulity of the company and validity of its obligations 56
Section 1 Incorporation of the public liability company 56
Section 2 Nullity of the limited liability company and validity of its obligations 57
Chapter III Disclosure and interconnection of central, commercial and companies registers 59
Section 1 General provisions 59
Section 2 Disclosure rules applicable to branches of companies from other Member States 66
Section 3 Disclosure rules applicable to branches of companies from third countries 68
Section 4 Application and implementing arrangements 69
Chapter IV Capital maintenance and alteration 70
Section 1 Capital requirements 70
Section 2 Safeguards as regards statutory capital 71
Section 3 Rules on distribution 74
Section 4 Rules on companies' aquisitions of their own shares 75
Section 5 Rules for the increase and reduction of capital 80
Section 6 Application and implementing arrangements 85
TITLE II MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES 86
Chapter I Mergers of public limited liability companies 86
Section 1 General provisions on mergers 86
Section 2 Merger by acquisition 87
Section 3 Merger by formation of a new company 93
Section 4 Acquisition of one company by another which holds 90 % or more of its shares 93
Section 5 Other operations treated as mergers 95
Chapter II Cross-border mergers of limited liability companies 95
Chapter III Divisions of public limited liability companies 103
Section 1 General provisions 103
Section 2 Division by acquisition 103
Section 3 Division by the formation of new companies 110
Section 4 Divisions under the supervision of a judicial authority 111
Section 5 Other operations treated as divisions 111
Section 6 Application arrangements 112
TITLE III FINAL PROVISIONS 112
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Treaty on the Functioning of the European Union, and in particular Article 50(1) and (2)(g) thereof,
Having regard to the proposal from the European Commission,
After transmission of the draft legislative act to the national parliaments,
Having regard to the opinion of the European Economic and Social Committee 1,
Acting in accordance with the ordinary legislative procedure 2,
Whereas:
HAVE ADOPTED THIS DIRECTIVE: