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Company Law Directive (codification) In force since 1 January 1993

Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (codification)
32017L1132 · official text on EUR-Lex

This English text is a careful, terminology-researched translation prepared by eucite.com — not an official government translation. The German original linked above is the legally authoritative text.

Articles

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

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
• 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