TITLE IIF1CONVERSIONS, MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES
F2CHAPTER -ICross-border conversions
Article 86bDefinitions
For the purposes of this Chapter:
- (1)
‘company’ means a limited liability company of a type listed in Annex II that carries out a cross-border conversion;
- (2)
‘cross-border conversion’ means an operation whereby a company, without being dissolved or wound up or going into liquidation, converts the legal form under which it is registered in a departure Member State into a legal form of the destination Member State, as listed in Annex II, and transfers at least its registered office to the destination Member State, while retaining its legal personality;
- (3)
‘departure Member State’ means a Member State in which a company is registered prior to a cross-border conversion;
- (4)
‘destination Member State’ means a Member State in which a converted company is registered as a result of a cross-border conversion;
- (5)
‘converted company’ means a company formed in a destination Member State as a result of a cross-border conversion.
Substituted by Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (Text with EEA relevance).