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Second Company Law Directive (recast)

Directive 2012/30/EU on coordination of safeguards for the protection of the interests of members and others, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital
32012L0030 · official text on EUR-Lex

Articles

• Article 1
• Article 2 — The statutes or the instrument of incorporation of the company shall always give at least the following information:
• Article 3 — The following information at least must appear in either the statutes or the instrument of incorporation or a separate document published in accordance with the procedure laid down in the laws of each Member State in accordance with Article 3 of Directive 2009/101/EC:
• Article 4
• Article 5
• Article 6
• Article 7
• Article 8 — Shares may not be issued at a price lower than their nominal value, or, where there is no nominal value, their accountable par.
• Article 9 — Shares issued for a consideration must be paid up at the time the company is incorporated or is authorised to commence business at not less than 25 % of their nominal value or, in the absence of a nominal value, their accountable par.
• Article 10
• Article 11
• Article 12
• Article 13
• Article 14
• Article 15
• Article 16
• Article 17
• Article 18
• Article 19
• Article 20
• Article 21
• Article 22
• Article 23
• Article 24
• Article 25
• Article 26
• Article 27
• Article 28
• Article 29
• Article 30
• Article 31
• Article 32
• Article 33
• Article 34 — Any reduction in the subscribed capital, except under a court order, must be subject at least to a decision of the general meeting acting in accordance with the rules for a quorum and a majority laid down in Article 44 without prejudice to Articles 40 and 41. Such decision shall be published in the manner laid down by the laws of each Member State in accordance with Article 3 of Directive 2009/101/EC.
• Article 35
• Article 36
• Article 37
• Article 38 — The subscribed capital may not be reduced to an amount less than the minimum capital laid down in accordance with Article 6.
• Article 39 — Where the laws of a Member State authorise total or partial redemption of the subscribed capital without reduction of the latter, they shall at least require that the following conditions are observed:
• Article 40
• Article 41
• Article 42
• Article 43 — Where the laws of a Member State authorise companies to issue redeemable shares, they shall require that the following conditions, at least, are complied with for the redemption of such shares:
• Article 44 — The laws of the Member States shall provide that the decisions referred to in Articles 33(4) and (5) and Articles 34, 35, 39 and 42 must be taken at least by a majority of not less than two-thirds of the votes attaching to the securities or the subscribed capital represented.
• Article 45
• Article 46
• Article 47
• Article 48 — Directive 77/91/EEC, as amended by the Acts listed in Annex II, Part A, is repealed, without prejudice to the obligations of the Member States relating to the time-limits for transposition into national law and application of the Directives set out in Annex II, Part B.
• Article 49
• Article 50 — This Directive is addressed to the Member States.