TITLE IIF1CONVERSIONS, MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES

Annotations:

CHAPTER IMergers of public limited liability companies

Section 4Acquisition of one company by another which holds 90 % or more of its shares

Article 111Exemption from the requirement of approval by the general meeting

Member States shall not apply Article 93 to the operations referred to in Article 110 if the following conditions are fulfilled:

  1. (a)

    the publication provided for in Article 92 is effected, as regards each company involved in the operation, at least one month before the operation takes effect;

  2. (b)

    at least one month before the operation takes effect, all shareholders of the acquiring company are entitled to inspect the documents referred to in points (a), (b) and (c) of Article 97(1) at the company's registered office;

  3. (c)

    point (c) of the first paragraph of Article 94 applies.

For the purposes of point (b) of the first paragraph of this Article, Article 97(2), (3) and (4) shall apply.