Council of the European Union and European Parliament 14 June 2017, 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. ) Also known as
Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 codifies and repeals six prior directives concerning company law, consolidating rules on the formation, capital maintenance, and disclosure requirements for public and limited liability companies within the Union. Key provisions establish minimum capital requirements, mandatory disclosure through interconnected central, commercial, and companies registers (including a European central platform), and safeguards for shareholders, creditors, and employees in the context of domestic mergers, cross-border mergers, and divisions of public limited liability companies. The Directive also governs disclosure obligations for branches of companies from other Member States and third countries, sets out conditions for the nullity of companies and mergers, and confers implementing and delegated powers on the Commission to ensure uniform technical operation of the register interconnection system.AI
European Union ·
Table of Contents TITLE I. GENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF LIMITED LIABILITY COMPANIES CHAPTER I. Subject matter Article 1. Subject matter CHAPTER II. Incorporation and nulity of the company and validity of its obligations Section 1. Incorporation of the public liability company Article 2. Scope Article 3. Compulsory information to be provided in the statutes or instruments of incorporation Article 4. Compulsory information to be provided in the statutes or instruments of incorporation or separate documents Article 5. Authorisation for commencing business Article 6. Multiple-member companies Section 2. Nullity of the limited liability company and validity of its obligations Article 7. General provisions and joint and several liability Article 8. Effects of disclosure with respect to third parties Article 9. Acts of the organs of a company and its representation Article 10. Drawing up and certification of the instrument of constitution and the company statutes in due legal form Article 11. Conditions for nullity of a company Article 12. Consequences of nullity CHAPTER III. Disclosure and interconnection of central, commercial and companies registers Section 1. General provisions Article 13. Scope Article 14. Documents and particulars to be disclosed by companies Article 15. Changes in documents and particulars Article 16. Disclosure in the register Article 17. Up-to-date information on national law with regard to the rights of third parties Article 18. Availability of electronic copies of documents and particulars Article 19. Fees chargeable for documents and particulars Article 20. Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of a company from the register Article 21. Language of disclosure and translation of documents and particulars to be disclosed Article 22. System of interconnection of registers Article 23. Development and operation of the platform Article 24. Implementing acts Article 25. Financing Article 26. Information on letters and order forms Article 27. Persons carrying out disclosure formalities Article 28. Penalties Section 2. Disclosure rules applicable to branches of companies from other Member States Article 29. Disclosure of documents and particulars relating to a branch Article 30. Documents and particulars to be disclosed Article 31. Limits on the compulsory disclosure of accounting documents Article 32. Language of disclosure and translation of documents to be disclosed Article 33. Disclosure in cases of multiple branches in a Member State Article 34. Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of the company from the register Article 35. Information on letters and order forms Section 3. Disclosure rules applicable to branches of companies from third countries Article 36. Disclosure of documents and particulars relating to a branch Article 37. Compulsory documents and particulars to be disclosed Article 38. Limits of compulsory disclosure of accounting documents Article 39. Information on letters and order forms Section 4. Application and implementing arrangements Article 40. Penalties Article 41. Persons carrying out disclosure formalities Article 42. Exemptions to provisions on disclosure of accounting documents for branches Article 43. Contact Committee CHAPTER IV. Capital maintenance and alteration Section 1. Capital requirements Article 44. General provisions Article 45. Minimum capital Article 46. Assets Article 47. Issuing price of shares Article 48. Paying up of shares issued for a consideration Section 2. Safeguards as regards statutory capital Article 49. Experts' report on consideration other than in cash Article 50. Derogation from the requirement for an experts' report Article 51. Consideration other than in cash without an experts' report Article 52. Substantial acquisitions after incorporation or authorisation to commence business Article 53. Shareholders' obligation to pay up contributions Article 54. Safeguards in the event of conversion Article 55. Modification of the statutes or of the instrument of incorporation Section 3. Rules on distribution Article 56. General rules on distribution Article 57. Recovery of distributions unlawfully made Article 58. Serious loss of the subscribed capital Section 4. Rules on companies' aquisitions of their own shares Article 59. No subscription of own shares Article 60. Acquisition of own shares Article 61. Derogation from rules on acquisition of own shares Article 62. Consequences of illegal acquisition of own shares Article 63. Holding of own shares and annual report in case of acquisition of own shares Article 64. Financial assistance by a company for acquisition of its shares by a third party Article 65. Additional safeguards in case of related party transactions Article 66. Acceptance of the company's own shares as security Article 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 influence Section 5. Rules for the increase and reduction of capital Article 68. Decision by the general meeting on the increase of capital Article 69. Paying up shares issued for consideration Article 70. Shares issued for consideration other than in cash Article 71. Increase in capital not fully subscribed Article 72. Increase in capital by consideration in cash Article 73. Decision by the general meeting on reduction in the subscribed capital Article 74. Reduction in the subscribed capital in case of several classes of shares Article 75. Safeguards for creditors in case of reduction in the subscribed capital Article 76. Derogation from safeguards for creditors in case of reduction in the subscribed capital Article 77. Reduction in the subscribed capital and the minimum capital Article 78. Redemption of subscribed capital without reduction Article 79. Reduction in the subscribed capital by compulsory withdrawal of shares Article 80. Reduction in the subscribed capital by the withdrawal of shares acquired by the company itself or on its behalf Article 81. Redemption of the subscribed capital or its reduction by withdrawal of shares in case of several classes of shares Article 82. Conditions for redemption of shares Article 83. Voting requirements for the decisions of the general meeting Section 6. Application and implementing arrangements Article 84. Derogation from certain requirements Article 85. Equal treatment of all shareholders who are in the same position Article 86. Transitional provisions TITLE II. MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES CHAPTER I. Mergers of public limited liability companies Section 1. General provisions on mergers Article 87. General provisions Article 88. Rules governing mergers by acquisition and mergers by formation of a new company Article 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 Article 91. Draft terms of merger Article 92. Publication of the draft terms of merger Article 93. Approval by the general meeting of each of the merging companies Article 94. Derogation from the requirement of approval by the general meeting of the acquiring company Article 95. Detailed written report and information on a merger Article 96. Examination of the draft terms of merger by experts Article 97. Availability of documents for inspection by shareholders Article 98. Protection of employees' rights Article 99. Protection of the interests of creditors of the merging companies Article 100. Protection of the interests of debenture holders of the merging companies Article 101. Protection of holders of securities, other than shares, to which special rights are attached Article 102. Drawing up and certification of documents in due legal form Article 103. Date on which a merger takes effect Article 104. Publication formalities Article 105. Consequences of a merger Article 106. Civil liability of members of the administrative or management bodies of the company being acquired Article 107. Civil liability of the experts responsible for drawing up the expert report on behalf of the company being acquired Article 108. Conditions for nullity of a merger Section 3. Merger by formation of a new company Article 109. Merger by formation of a new company Section 4. Acquisition of one company by another which holds 90 % or more of its shares Article 110. Transfer of all assets and liabilities by one or more companies to another company which is the holder of all their shares Article 111. Exemption from the requirement of approval by the general meeting Article 112. Shares held by or on behalf of the acquiring company Article 113. Merger by acquisition by a company which holds 90 % or more of the shares of a company being acquired Article 114. Exemption from requirements applicable to mergers by acquisition Article 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 shares Section 5. Other operations treated as mergers Article 116. Mergers with cash payment exceeding 10 % Article 117. Mergers without all of the transferring companies ceasing to exist CHAPTER II. Cross-border mergers of limited liability companies Article 118. General provisions Article 119. Definitions Article 120. Further provisions concerning scope Article 121. Conditions relating to cross-border mergers Article 122. Common draft terms of cross-border mergers Article 123. Publication Article 124. Report of the management or administrative organ Article 125. Independent expert report Article 126. Approval by the general meeting Article 127. Pre-merger certificate Article 128. Scrutiny of the legality of the cross-border merger Article 129. Date on which the cross-border merger takes effect Article 130. Registration Article 131. Consequences of a cross-border merger Article 132. Simplified formalities Article 133. Employee participation Article 134. Validity CHAPTER III. Divisions of public limited liability companies Section 1. General provisions Article 135. General provisions on division operations Section 2. Division by acquisition Article 136. Definition of a ‘division by acquisition’ Article 137. Draft terms of division Article 138. Publication of the draft terms of division Article 139. Approval by the general meeting of each company involved in a division Article 140. Derogation from the requirement of approval by the general meeting of a recipient company Article 141. Detailed written report and information on a division Article 142. Examination of the draft terms of division by experts Article 143. Availability of documents for inspection by shareholders Article 144. Simplified formalities Article 145. Protection of employees' rights Article 146. Protection of the interests of creditors of companies involved in a division; joint and several liability of the recipient companies Article 147. Protection of holders of securities, other than shares, to which special rights are attached Article 148. Drawing up and certification of documents in due legal form Article 149. Date on which a division takes effect Article 150. Publication formalities Article 151. Consequences of a division Article 152. Civil liability of members of the administrative or management bodies of a company being divided Article 153. Conditions for nullity of a division Article 154. Exemption from the requirement of approval by the general meeting of the company being divided Section 3. Division by the formation of new companies Article 155. Definition of a ‘division by the formation of new companies’ Article 156. Application of rules on divisions by acquisition Section 4. Divisions under the supervision of a judicial authority Article 157. Divisions under the supervision of a judicial authority Section 5. Other operations treated as divisions Article 158. Divisions with cash payment exceeding 10 % Article 159. Divisions without the company being divided ceasing to exist Section 6. Application arrangements Article 160. Transitional provisions TITLE III. FINAL PROVISIONS Article 161. Data protection Article 162. Report, regular dialogue on the system of interconnection of registers and review Article 163. Exercise of the delegation Article 164. Committee procedure Article 165. Communication Article 166. Repeal Article 167. Entry into force Article 168. Addressees ANNEX 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) 30.6.2017
EN
Official Journal of the European Union
L 169/46
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 55Read the full text This document is published by eur-lex.europa.eu.
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