TITLE II

CONVERSIONS, MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES
CHAPTER III

Divisions of public limited liability companies
Section 4

Divisions under the supervision of a judicial authority

Divisions under the supervision of a judicial authority
Article 157
1
Member States may apply paragraph 2 where division operations are subject to the supervision of a judicial authority having the power:
a
to call a general meeting of the shareholders of the company being divided in order to decide upon the division;
b
to ensure that the shareholders of each of the companies involved in a division have received or can obtain at least the documents referred to in Article 143 in time to examine them before the date of the general meeting of their company called to decide upon the division. Where a Member State makes use of the option provided for in Article 140, the period shall be long enough for the shareholders of the recipient companies to be able to exercise the rights conferred on them by that Article;
c
to call any meeting of creditors of each of the companies involved in a division in order to decide upon the division;
d
to ensure that the creditors of each of the companies involved in a division have received or can obtain at least the draft terms of division in time to examine them before the date referred to in point (b);
e
to approve the draft terms of division.
2
Where the judicial authority establishes that the conditions referred to in points (b) and (d) of paragraph 1 have been fulfilled and that no prejudice would be caused to shareholders or creditors, it may relieve the companies involved in the division from applying:
a
Article 138, on condition that the adequate system of protection of the interest of the creditors referred to in Article 146(1) covers all claims regardless of their date;
b
the conditions referred to in points (a) and (b) of Article 140 where a Member State makes use of the option provided for in Article 140;
c
Article 143, as regards the period and the manner prescribed for the inspection of the documents referred to therein.
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).