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)Text with EEA relevance

• Published date: 31 July 2019
• Official Gazette Publication: Gazzetta ufficiale dell'Unione europea, L 169, 30 giugno 2017,Diario Oficial de la Unión Europea, L 169, 30 de junio de 2017,Journal officiel de l'Union européenne, L 169, 30 juin 2017

02017L1132 — EN — 12.08.2022 — 003.001

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►B 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) (OJ L 169 30.6.2017, p. 46)

Amended by:

		Official Journal
		No	page	date
►M1	DIRECTIVE (EU) 2019/1023 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 20 June 2019	L 172	18	26.6.2019
►M2	DIRECTIVE (EU) 2019/1151 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 20 June 2019	L 186	80	11.7.2019
►M3	DIRECTIVE (EU) 2019/2121 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 November 2019	L 321	1	12.12.2019
►M4	REGULATION (EU) 2021/23 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 16 December 2020	L 22	1	22.1.2021

Corrected by:

►C1 Corrigendum, OJ L 020, 24.1.2020, p. 24 (2019/2121)

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▼B

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)

TITLE I	GENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF LIMITED LIABILITY COMPANIES
Chapter I	Subject matter
Chapter II	Incorporation and nulity of the company and validity of its obligations
Section 1	Incorporation of the public liability company
Section 2	Nullity of the limited liability company and validity of its obligations
Chapter III	Online procedures (formation, registration and filing), disclosure and registers
Section 1	General provisions
Section 1A	Online formation, online filing and disclosure
Section 2	Registration and disclosure rules applicable to branches of companies from other Member States
Section 3	Disclosure rules applicable to branches of companies from third countries
Section 4	Application and implementing arrangements
Chapter IV	Capital maintenance and alteration
Section 1	Capital requirements
Section 2	Safeguards as regards statutory capital
Section 3	Rules on distribution
Section 4	Rules on companies' aquisitions of their own shares
Section 5	Rules for the increase and reduction of capital
Section 6	Application and implementing arrangements
TITLE II	CONVERSIONS, MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES
Chapter -I	Cross-border conversions
Chapter I	Mergers of public limited liability companies
Section 1	General provisions on mergers
Section 2	Merger by acquisition
Section 3	Merger by formation of a new company
Section 4	Acquisition of one company by another which holds 90 % or more of its shares
Section 5	Other operations treated as mergers
Chapter II	Cross-border mergers of limited liability companies
Chapter III	Divisions of public limited liability companies
Section 1	General provisions
Section 2	Division by acquisition
Section 3	Division by the formation of new companies
Section 4	Divisions under the supervision of a judicial authority
Section 5	Other operations treated as divisions
Section 6	Application arrangements
Chapter IV	Cross-border divisions of limited liability companies
TITLE III	FINAL PROVISIONS

TITLE I

GENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF LIMITED LIABILITY COMPANIES

CHAPTER I

Subject matter

Article 1

Subject matter

This Directive lays down measures concerning the following:

—

the coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent,

—

the coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty, in respect of disclosure, the validity of obligations entered into by, and the nullity of, companies limited by shares or otherwise having limited liability, with a view to making such safeguards equivalent,

▼M2

—

the rules on online formation of companies, on online registration of branches and on online filing of documents and information by companies and branches,

▼B

—

the disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State,

—

mergers of public limited liability companies,

▼M3

—

cross-border conversions, cross-border mergers and cross-border divisions of limited liability companies,

▼B

—

the division of public limited liability companies.

CHAPTER II

Incorporation and nulity of the company and validity of its obligations

Section 1

Incorporation of the public liability company

Article 2

Scope

1.

The coordination measures prescribed by this Section shall apply to the provisions laid down by law, regulation or administrative action in Member States relating to the types of company listed in Annex I.The name for any company of the types listed in Annex I shall comprise or be accompanied by a description which is distinct from the description required of other types of companies.

2.

Member States may decide not to apply this Section to investment companies with variable capital and to cooperatives incorporated as one of the types of company listed in Annex I. In so far as the laws of the Member States make use of this option, they shall require such companies to include the words ‘investment company with variable capital’, or ‘cooperative’ in all documents indicated in Article 26.

The term ‘investment company with variable capital’, within the meaning of this Directive, means only those companies:

—

the exclusive object of which is to invest their funds in various stocks and shares, land or other assets with the sole aim of spreading investment risks and giving their shareholders the benefit of the results of the management of their assets,

—

which offer their own shares for subscription by the public, and

—

the statutes of which provide that, within the limits of a minimum and maximum capital, they may at any time issue, redeem or resell their shares.

Article 3

Compulsory information to be provided in the statutes or instruments of incorporation

The statutes or the instrument of incorporation of a company shall always give at least the following information:

(a)

the type and name of the company;

(b)

the objects of the company;

(c)

where the company has no authorised capital, the amount of the subscribed capital;

(d)

where the company has an authorised capital, the amount thereof and also the amount of the capital subscribed at the time the company is incorporated or is authorised to commence business, and at the time of any change in the authorised capital, without prejudice to Article 14(e);

(e)

in so far as they are not legally determined, the rules governing the number of, and the procedure for, appointing members of the bodies responsible for representing the company vis-à-vis third parties, administration, management, supervision or control of the company and the allocation of powers among those bodies;

(f)

the duration of the company, except where this is indefinite.

Article 4

Compulsory information to be provided in the statutes or instruments of incorporation or separate documents

The following information at least shall 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 16:

(a)

the registered office;

(b)

the nominal value of the shares subscribed and, at least once a year, the number thereof;

(c)

the number of shares subscribed without stating the nominal value, where such shares may be issued under national law;

(d)

the special conditions, if any, limiting the transfer of shares;

(e)

where there are several classes of shares, the information referred to in points (b), (c) and (d) for each class and the rights attaching to the shares of each class;

(f)

whether the shares are registered or bearer, where national law provides for both types, and any provisions relating to the conversion of such shares unless the procedure is laid down by law;

(g)

the amount of the subscribed capital paid up at the time the company is incorporated or is authorised to commence business;

(h)

the nominal value of the shares or, where there is no nominal value, the number of shares issued for a consideration other than in cash, together with the nature of the consideration and the name of the person providing the consideration;

(i)

the identity of the natural or legal persons or companies or firms by which or in whose name the statutes or the instrument of incorporation, or where the company was not formed at the same time, the drafts of...