merger

Defined in Article 2, Directive 2005/56/EC

Uses as of 01/01/2014

Definitions over time (1)

1. 22/10/2009 – 20/07/2017 applies on 01/01/2014 Article 2, Directive 2005/56/EC 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 (120 places in 28 provisions on 01/01/2014)

Directive 2005/56/EC (120 in 28)

Recital 1² · Recital 2³ · Recital 3³ · Recital 4 · Recital 5² · Recital 6⁴ · Recital 7⁵ · Recital 8⁴ · Recital 11 · Recital 13⁴ · Preamble · Article 1² · Article 2 · Article 3⁴ · Article 4⁹ · Article 5¹³ · Article 6⁴ · Article 7² · Article 8⁵ · Article 9⁴ · Article 10⁶ · Article 11⁷ · Article 12³ · Article 13³ · Article 14⁹ · Article 15² · Article 16¹⁵ · Article 17