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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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:
▼M2
▼B
▼M3
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CHAPTER II
Incorporation and nulity of the company and validity of its obligations
Article 2
Scope
The term ‘investment company with variable capital’, within the meaning of this Directive, means only those companies:
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:
the type and name of the company;
the objects of the company;
where the company has no authorised capital, the amount of the subscribed capital;
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);
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;
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:
the registered office;
the nominal value of the shares subscribed and, at least once a year, the number thereof;
the number of shares subscribed without stating the nominal value, where such shares may be issued under national law;
the special conditions, if any, limiting the transfer of shares;
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;
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;
the amount of the subscribed capital paid up at the time the company is incorporated or is authorised to commence business;
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;
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...
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