merger by the formation of a new company

Defined in Article 90, Directive (EU) 2017/1132

Definitions over time (2)

1. 31/07/2019 – today applies on 12/11/2026 Article 90, Directive (EU) 2017/1132 Scope: Title II Chapter I

   For the purposes of this Chapter, ‘merger by the formation of a new company’ shall mean the operation whereby several companies are wound up without going into liquidation and transfer to a company that they set up all their assets and liabilities in exchange for the issue to their shareholders of shares in the new 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. 20/07/2017 – 31/07/2019 Article 90, Directive (EU) 2017/1132 Scope: Title II Chapter I

   1. For the purposes of this Chapter, ‘merger by the formation of a new company’ shall mean the operation whereby several companies are wound up without going into liquidation and transfer to a company that they set up all their assets and liabilities in exchange for the issue to their shareholders of shares in the new 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.

Used in (3 places in 2 provisions on 12/11/2026)

Directive (EU) 2017/1132 (3 in 2)

Article 88 · Article 90²