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Directive (EU) 2017/1132 of the European Parliament and of the CouncilShow full title

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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After exit day there will be three versions of this legislation to consult for different purposes. The legislation.gov.uk version is the version that applies in the UK. The EU Version currently on EUR-lex is the version that currently applies in the EU i.e you may need this if you operate a business in the EU.

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EU Directives are being published on this site to aid cross referencing from UK legislation. After IP completion day (31 December 2020 11pm) no further amendments will be applied to this version.

  1. Introductory Text

  2. TITLE I GENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF LIMITED LIABILITY COMPANIES

    1. CHAPTER I Subject matter

      1. Article 1.Subject matter

    2. CHAPTER II Incorporation and nulity of the company and validity of its obligations

      1. Section 1 Incorporation of the public liability company

        1. Article 2.Scope

        2. Article 3.Compulsory information to be provided in the statutes or instruments of incorporation

        3. Article 4.Compulsory information to be provided in the statutes or instruments of incorporation or separate documents

        4. Article 5.Authorisation for commencing business

        5. Article 6.Multiple-member companies

      2. Section 2 Nullity of the limited liability company and validity of its obligations

        1. Article 7.General provisions and joint and several liability

        2. Article 8.Effects of disclosure with respect to third parties

        3. Article 9.Acts of the organs of a company and its representation

        4. Article 10.Drawing up and certification of the instrument of constitution and the company statutes in due legal form

        5. Article 11.Conditions for nullity of a company

        6. Article 12.Consequences of nullity

    3. CHAPTER III Online procedures (formation, registration and filing), disclosure and registers

      1. Section 1 General provisions

        1. Article 13. Scope

        2. Article 13a. Definitions

        3. Article 13b. Recognition of identification means for the purposes of online procedures

        4. Article 13c. General provisions on online procedures

        5. Article 13d. Fees for online procedures

        6. Article 13e. Payments

        7. Article 13f. Information requirements

      2. Section 1A Online formation, online filing and disclosure

        1. Article 13g. Online formation of companies

        2. Article 13h. Templates for online formation of companies

        3. Article 13i. Disqualified directors

        4. Article 13j. Online filing of company documents and information

        5. Article 14.Documents and particulars to be disclosed by companies

        6. Article 15.Changes in documents and particulars

        7. Article 16. Disclosure in the register

        8. Article 16a. Access to disclosed information

        9. Article 17.Up-to-date information on national law with regard to the rights of third parties

        10. Article 18.Availability of electronic copies of documents and particulars

        11. Article 19. Fees chargeable for documents and information

        12. Article 20.Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of a company from the register

        13. Article 21.Language of disclosure and translation of documents and particulars to be disclosed

        14. Article 22.System of interconnection of registers

        15. Article 23.Development and operation of the platform

        16. Article 24.Implementing acts

        17. Article 25.Financing

        18. Article 26.Information on letters and order forms

        19. Article 27.Persons carrying out disclosure formalities

        20. Article 28.Penalties

      3. Section 2 Registration and disclosure rules applicable to branches of companies from other Member States

        1. Article 28a. Online registration of branches

        2. Article 28b. Online filing of documents and information for branches

        3. Article 28c. Closure of branches

        4. Article 29.Disclosure of documents and particulars relating to a branch

        5. Article 30.Documents and particulars to be disclosed

        6. Article 30a. Changes to documents and information of the company

        7. Article 31.Limits on the compulsory disclosure of accounting documents

        8. Article 32.Language of disclosure and translation of documents to be disclosed

        9. Article 33.Disclosure in cases of multiple branches in a Member State

        10. Article 34.Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of the company from the register

        11. Article 35.Information on letters and order forms

      4. Section 3 Disclosure rules applicable to branches of companies from third countries

        1. Article 36.Disclosure of documents and particulars relating to a branch

        2. Article 37.Compulsory documents and particulars to be disclosed

        3. Article 38.Limits of compulsory disclosure of accounting documents

        4. Article 39.Information on letters and order forms

      5. Section 4 Application and implementing arrangements

        1. Article 40.Penalties

        2. Article 41.Persons carrying out disclosure formalities

        3. Article 42.Exemptions to provisions on disclosure of accounting documents for branches

        4. Article 43. Contact Committee

    4. CHAPTER IV Capital maintenance and alteration

      1. Section 1 Capital requirements

        1. Article 44.General provisions

        2. Article 45.Minimum capital

        3. Article 46.Assets

        4. Article 47.Issuing price of shares

        5. Article 48.Paying up of shares issued for a consideration

      2. Section 2 Safeguards as regards statutory capital

        1. Article 49.Experts' report on consideration other than in cash

        2. Article 50.Derogation from the requirement for an experts' report

        3. Article 51.Consideration other than in cash without an experts' report

        4. Article 52.Substantial acquisitions after incorporation or authorisation to commence business

        5. Article 53.Shareholders' obligation to pay up contributions

        6. Article 54.Safeguards in the event of conversion

        7. Article 55.Modification of the statutes or of the instrument of incorporation

      3. Section 3 Rules on distribution

        1. Article 56.General rules on distribution

        2. Article 57.Recovery of distributions unlawfully made

        3. Article 58.Serious loss of the subscribed capital

      4. Section 4 Rules on companies' aquisitions of their own shares

        1. Article 59.No subscription of own shares

        2. Article 60.Acquisition of own shares

        3. Article 61.Derogation from rules on acquisition of own shares

        4. Article 62.Consequences of illegal acquisition of own shares

        5. Article 63.Holding of own shares and annual report in case of acquisition of own shares

        6. Article 64.Financial assistance by a company for acquisition of its shares by a third party

        7. Article 65.Additional safeguards in case of related party transactions

        8. Article 66.Acceptance of the company's own shares as security

        9. 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

      5. Section 5 Rules for the increase and reduction of capital

        1. Article 68.Decision by the general meeting on the increase of capital

        2. Article 69.Paying up shares issued for consideration

        3. Article 70.Shares issued for consideration other than in cash

        4. Article 71.Increase in capital not fully subscribed

        5. Article 72.Increase in capital by consideration in cash

        6. Article 73.Decision by the general meeting on reduction in the subscribed capital

        7. Article 74.Reduction in the subscribed capital in case of several classes of shares

        8. Article 75.Safeguards for creditors in case of reduction in the subscribed capital

        9. Article 76.Derogation from safeguards for creditors in case of reduction in the subscribed capital

        10. Article 77.Reduction in the subscribed capital and the minimum capital

        11. Article 78.Redemption of subscribed capital without reduction

        12. Article 79.Reduction in the subscribed capital by compulsory withdrawal of shares

        13. Article 80.Reduction in the subscribed capital by the withdrawal of shares acquired by the company itself or on its behalf

        14. Article 81.Redemption of the subscribed capital or its reduction by withdrawal of shares in case of several classes of shares

        15. Article 82.Conditions for redemption of shares

        16. Article 83.Voting requirements for the decisions of the general meeting

      6. Section 6 Application and implementing arrangements

        1. Article 84.Derogation from certain requirements

        2. Article 85.Equal treatment of all shareholders who are in the same position

        3. Article 86.Transitional provisions

  3. TITLE II CONVERSIONS, MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES

    1. CHAPTER -I Cross-border conversions

      1. Article 86a. Scope

      2. Article 86b. Definitions

      3. Article 86c. Procedures and formalities

      4. Article 86d. Draft terms of cross-border conversions

      5. Article 86e. Report of the administrative or management body for members and employees

      6. Article 86f. Independent expert report

      7. Article 86g. Disclosure

      8. Article 86h. Approval by the general meeting

      9. Article 86i. Protection of members

      10. Article 86j. Protection of creditors

      11. Article 86k. Employee information and consultation

      12. Article 86l. Employee participation

      13. Article 86m. Pre-conversion certificate

      14. Article 86n. Transmission of the pre-conversion certificate

      15. Article 86o. Scrutiny of the legality of the cross-border conversion by the destination Member State

      16. Article 86p. Registration

      17. Article 86q. Date on which the cross-border conversion takes effect

      18. Article 86r. Consequences of a cross-border conversion

      19. Article 86s. Independent experts

      20. Article 86t. Validity

    2. CHAPTER I Mergers of public limited liability companies

      1. Section 1 General provisions on mergers

        1. Article 87.General provisions

        2. Article 88.Rules governing mergers by acquisition and mergers by formation of a new company

        3. Article 89.Definition of a ‘merger by acquisition’

        4. Article 90.Definition of a ‘merger by the formation of a new company’

      2. Section 2 Merger by acquisition

        1. Article 91.Draft terms of merger

        2. Article 92.Publication of the draft terms of merger

        3. Article 93.Approval by the general meeting of each of the merging companies

        4. Article 94.Derogation from the requirement of approval by the general meeting of the acquiring company

        5. Article 95.Detailed written report and information on a merger

        6. Article 96.Examination of the draft terms of merger by experts

        7. Article 97.Availability of documents for inspection by shareholders

        8. Article 98.Protection of employees' rights

        9. Article 99.Protection of the interests of creditors of the merging companies

        10. Article 100.Protection of the interests of debenture holders of the merging companies

        11. Article 101.Protection of holders of securities, other than shares, to which special rights are attached

        12. Article 102.Drawing up and certification of documents in due legal form

        13. Article 103.Date on which a merger takes effect

        14. Article 104.Publication formalities

        15. Article 105.Consequences of a merger

        16. Article 106.Civil liability of members of the administrative or management bodies of the company being acquired

        17. Article 107.Civil liability of the experts responsible for drawing up the expert report on behalf of the company being acquired

        18. Article 108.Conditions for nullity of a merger

      3. Section 3 Merger by formation of a new company

        1. Article 109.Merger by formation of a new company

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

        1. Article 110.Transfer of all assets and liabilities by one or more companies to another company which is the holder of all their shares

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

        3. Article 112.Shares held by or on behalf of the acquiring company

        4. Article 113.Merger by acquisition by a company which holds 90 % or more of the shares of a company being acquired

        5. Article 114.Exemption from requirements applicable to mergers by acquisition

        6. 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

      5. Section 5 Other operations treated as mergers

        1. Article 116.Mergers with cash payment exceeding 10 %

        2. Article 117.Mergers without all of the transferring companies ceasing to exist

    3. CHAPTER II Cross-border mergers of limited liability companies

      1. Article 118.General provisions

      2. Article 119.Definitions

      3. Article 120.Further provisions concerning scope

      4. Article 121.Conditions relating to cross-border mergers

      5. Article 122.Common draft terms of cross-border mergers

      6. Article 123. Disclosure

      7. Article 124. Report of the administrative or management body for members and employees

      8. Article 125.Independent expert report

      9. Article 126.Approval by the general meeting

      10. Article 126a. Protection of members

      11. Article 126b. Protection of creditors

      12. Article 126c. Employee information and consultation

      13. Article 127. Pre-merger certificate

      14. Article 127a. Transmission of the pre-merger certificate

      15. Article 128.Scrutiny of the legality of the cross-border merger

      16. Article 129.Date on which the cross-border merger takes effect

      17. Article 130. Registration

      18. Article 131.Consequences of a cross-border merger

      19. Article 132.Simplified formalities

      20. Article 133.Employee participation

      21. Article 133a. Independent experts

      22. Article 134.Validity

    4. CHAPTER III Divisions of public limited liability companies

      1. Section 1 General provisions

        1. Article 135.General provisions on division operations

      2. Section 2 Division by acquisition

        1. Article 136.Definition of a ‘division by acquisition’

        2. Article 137.Draft terms of division

        3. Article 138.Publication of the draft terms of division

        4. Article 139.Approval by the general meeting of each company involved in a division

        5. Article 140.Derogation from the requirement of approval by the general meeting of a recipient company

        6. Article 141.Detailed written report and information on a division

        7. Article 142.Examination of the draft terms of division by experts

        8. Article 143.Availability of documents for inspection by shareholders

        9. Article 144.Simplified formalities

        10. Article 145.Protection of employees' rights

        11. Article 146.Protection of the interests of creditors of companies involved in a division; joint and several liability of the recipient companies

        12. Article 147.Protection of holders of securities, other than shares, to which special rights are attached

        13. Article 148.Drawing up and certification of documents in due legal form

        14. Article 149.Date on which a division takes effect

        15. Article 150.Publication formalities

        16. Article 151.Consequences of a division

        17. Article 152.Civil liability of members of the administrative or management bodies of a company being divided

        18. Article 153.Conditions for nullity of a division

        19. Article 154.Exemption from the requirement of approval by the general meeting of the company being divided

      3. Section 3 Division by the formation of new companies

        1. Article 155.Definition of a ‘division by the formation of new companies’

        2. Article 156.Application of rules on divisions by acquisition

      4. Section 4 Divisions under the supervision of a judicial authority

        1. Article 157.Divisions under the supervision of a judicial authority

      5. Section 5 Other operations treated as divisions

        1. Article 158.Divisions with cash payment exceeding 10 %

        2. Article 159.Divisions without the company being divided ceasing to exist

      6. Section 6 Application arrangements

        1. Article 160.Transitional provisions

    5. CHAPTER IV Cross-border divisions of limited liability companies

      1. Article 160a. Scope

      2. Article 160b. Definitions

      3. Article 160c. Procedures and formalities

      4. Article 160d. Draft terms of cross-border divisions

      5. Article 160e. Report of the administrative or management body for members and employees

      6. Article 160f. Independent expert report

      7. Article 160g. Disclosure

      8. Article 160h. Approval by the general meeting

      9. Article 160i. Protection of members

      10. Article 160j. Protection of creditors

      11. Article 160k. Employee information and consultation

      12. Article 160l. Employee participation

      13. Article 160m. Pre-division certificate

      14. Article 160n. Transmission of the pre-division certificate

      15. Article 160o. Scrutiny of the legality of the cross-border division

      16. Article 160p. Registration

      17. Article 160q. Date on which the cross-border division takes effect

      18. Article 160r. Consequences of a cross-border division

      19. Article 160s. Simplified formalities

      20. Article 160t. Independent experts

      21. Article 160u. Validity

  4. TITLE III FINAL PROVISIONS

    1. Article 161. Data protection

    2. Article 162.Report, regular dialogue on the system of interconnection of registers and review

    3. Article 162a. Amendments to the Annexes

    4. Article 163. Exercise of the delegation

    5. Article 164.Committee procedure

    6. Article 165.Communication

    7. Article 166.Repeal

    8. Article 167.Entry into force

    9. Article 168.Addressees

    1. ANNEX I

      TYPES OF COMPANIES REFERRED TO IN ARTICLE 2(1) AND (2), ARTICLE 44(1) AND (2), ARTICLE 45(2), ARTICLE 87(1) AND (2) AND ARTICLE 135(1)

      1. Belgium: société anonyme/naamloze vennootschap; Bulgaria: акционерно дружество; the Czech Republic:...

    2. ANNEX II

      TYPES OF COMPANIES REFERRED TO IN ARTICLES 7(1), 13, 29(1), 36(1), 67(1), POINTS (1) AND (2) OF ARTICLE 86B, POINT (A) OF ARTICLE 119(1), AND POINT (1) OF ARTICLE 160B

      1. Belgium: naamloze vennootschap/société anonyme, commanditaire vennootschap op aandelen/société en commandite...

    3. ANNEX IIA

      TYPES OF COMPANIES

      1. — Belgium société privée à responsabilité limitée/besloten vennootschap met beperkte...

    4. ANNEX III

      1. PART A REPEALED DIRECTIVES WITH LIST OF THE SUCCESSIVE AMENDMENTS THERETO

      2. PART B TIME LIMITS FOR TRANSPOSITION INTO NATIONAL LAW AND DATES OF APPLICATION

    5. ANNEX IV

      CORRELATION TABLE

      1. Directive 82/891/EEC Directive 89/666/EEC Directive 2005/56/EC Directive 2009/101/EC Directive 2011/35/EU...

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