merger

Defined in Article 119, Directive (EU) 2017/1132

Definitions over time (2)

1. 01/01/2020 – today applies on 11/11/2026 Article 119, Directive (EU) 2017/1132 Scope: Whole act

   ‘merger’ means an operation whereby: one or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to another existing company, the acquiring company, in exchange for the issue to their members of securities or shares representing the capital of that other company and, if applicable, a cash payment not exceeding 10 % of the nominal value, or, in the absence of a nominal value, of the accounting par value of those securities or shares; or two or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to a company that they form, the new company, in exchange for the issue to their members of securities or shares representing the capital of that new company and, if applicable, a cash payment not exceeding 10 % of the nominal value, or in the absence of a nominal value, of the accounting par value of those securities or shares; or a company, on being dissolved without going into liquidation, transfers all its assets and liabilities to the company holding all the securities or shares representing its capital.; or one or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to another existing company, the acquiring company, without the issue of any new shares by the acquiring company, provided that one person holds directly or indirectly all the shares in the merging companies or the members of the merging companies hold their securities and shares in the same proportion in all merging companies.

2. 31/07/2019 – 01/01/2020 Article 119, Directive (EU) 2017/1132 Scope: Whole act

   ‘merger’ means an operation whereby: one or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to another existing company, the acquiring company, in exchange for the issue to their members of securities or shares representing the capital of that other company and, if applicable, a cash payment not exceeding 10 % of the nominal value, or, in the absence of a nominal value, of the accounting par value of those securities or shares; or two or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to a company that they form, the new company, in exchange for the issue to their members of securities or shares representing the capital of that new company and, if applicable, a cash payment not exceeding 10 % of the nominal value, or in the absence of a nominal value, of the accounting par value of those securities or shares; or a company, on being dissolved without going into liquidation, transfers all its assets and liabilities to the company holding all the securities or shares representing its capital.

Used in (274 places in 74 provisions on 11/11/2026)

Directive (EU) 2017/1132 (274 in 74)

Recital 31 · Recital 49² · Recital 50 · Recital 51 · Recital 52 · Recital 53² · Recital 55³ · Recital 56³ · Recital 57 · Recital 58² · Recital 59⁴ · Recital 60⁵ · Recital 61⁴ · Recital 64 · Recital 66⁴ · Recital 74 · Recital 75² · Recital 76 · Recital 78 · Preamble⁷ · Article 1² · Article 34 · Article 49³ · Article 61 · Article 70⁵ · Article 86h · Article 86l · Article 88² · Article 89² · Article 90² · Article 91² · Article 92⁴ · Article 93⁴ · Article 94³ · Article 95⁴ · Article 96³ · Article 97⁵ · Article 99² · Article 100 · Article 102⁷ · Article 103 · Article 104 · Article 105² · Article 106 · Article 108¹¹ · Article 109² · Article 113³ · Article 114² · Article 118² · Article 119 · Article 120⁴ · Article 121⁴ · Article 122¹¹ · Article 123⁶ · Article 124⁷ · Article 125⁷ · Article 126⁵ · Article 126a¹¹ · Article 126b⁷ · Article 126c³ · Article 127¹⁸ · Article 127a³ · Article 128¹¹ · Article 129² · Article 130¹² · Article 131⁸ · Article 132⁵ · Article 133¹⁵ · Article 133a · Article 134² · Article 136 · Article 160h · Article 160l · Article 162