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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)
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TITLE I GENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF LIMITED LIABILITY COMPANIES
CHAPTER II Incorporation and nulity of the company and validity of its obligations
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
CHAPTER III Online procedures (formation, registration and filing), disclosure and registers
Section 1A Online formation, online filing and disclosure
Article 13j. Online filing of company documents and information
Article 14.Documents and particulars to be disclosed by companies
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 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 28b. Online filing of documents and information for branches
Article 29.Disclosure of documents and particulars relating to a branch
Article 30a. Changes to documents and information of the company
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
Section 3 Disclosure rules applicable to branches of companies from third countries
CHAPTER IV Capital maintenance and alteration
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 55.Modification of the statutes or of the instrument of incorporation
Section 4 Rules on companies' aquisitions of their 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 70.Shares issued for consideration other than 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 83.Voting requirements for the decisions of the general meeting
TITLE II CONVERSIONS, MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES
CHAPTER I Mergers of public limited liability companies
Section 2 Merger by acquisition
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 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 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
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
CHAPTER II Cross-border mergers of limited liability companies
CHAPTER III Divisions of public limited liability companies
Section 2 Division by acquisition
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 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 152.Civil liability of members of the administrative or management bodies of a company being divided
Article 154.Exemption from the requirement of approval by the general meeting of the company being divided
Section 4 Divisions under the supervision of a judicial authority
CHAPTER IV Cross-border divisions of limited liability companies
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