Directive 2017/1132 - Aspects of company law (codification) - Main contents
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official 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. )| Legal instrument | Directive |
|---|---|
| Number legal act | Directive 2017/1132 |
| Original proposal | COM(2015)616  |
| CELEX number i | 32017L1132 |
| Document | 14-06-2017; Date of signature |
|---|---|
| Publication in Official Journal | 30-06-2017; OJ L 169 p. 46-127 |
| Signature | 14-06-2017 |
| Effect | 20-07-2017; Entry into force Date pub. +20 See Art 167 |
| Deadline | 30-06-2016; See Art 162.4 02-07-2021; See Art 24 And 32019L2121 08-06-2022; See Art 162.1 |
| End of validity | 31-12-9999 |
30.6.2017 |
EN |
Official Journal of the European Union |
L 169/46 |
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 |
55 |
Chapter I |
Subject matter |
55 |
Chapter II |
Incorporation and nulity of the company and validity of its obligations |
56 |
Section 1 |
Incorporation of the public liability company |
56 |
Section 2 |
Nullity of the limited liability company and validity of its obligations |
57 |
Chapter III |
Disclosure and interconnection of central, commercial and companies registers |
59 |
Section 1 |
General provisions |
59 |
Section 2 |
Disclosure rules applicable to branches of companies from other Member States |
66 |
Section 3 |
Disclosure rules applicable to branches of companies from third countries |
68 |
Section 4 |
Application and implementing arrangements |
69 |
Chapter IV |
Capital maintenance and alteration |
70 |
Section 1 |
Capital requirements |
70 |
Section 2 |
Safeguards as regards statutory capital |
71 |
Section 3 |
Rules on distribution |
74 |
Section 4 |
Rules on companies' aquisitions of their own shares |
75 |
Section 5 |
Rules for the increase and reduction of capital |
80 |
Section 6 |
Application and implementing arrangements |
85 |
TITLE II |
MERGERS AND DIVISIONS OF LIMITED LIABILITY COMPANIES |
86 |
Chapter I |
Mergers of public limited liability companies |
86 |
Section 1 |
General provisions on mergers |
86 |
Section 2 |
Merger by acquisition |
87 |
Section 3 |
Merger by formation of a new company |
93 |
Section 4 |
Acquisition of one company by another which holds 90 % or more of its shares |
93 |
Section 5 |
Other operations treated as mergers |
95 |
Chapter II |
Cross-border mergers of limited liability companies |
95 |
Chapter III |
Divisions of public limited liability companies |
103 |
Section 1 |
General provisions |
103 |
Section 2 |
Division by acquisition |
103 |
Section 3 |
Division by the formation of new companies |
110 |
Section 4 |
Divisions under the supervision of a judicial authority |
111 |
Section 5 |
Other operations treated as divisions |
111 |
Section 6 |
Application arrangements |
112 |
TITLE III |
FINAL PROVISIONS |
112 |
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Treaty on the Functioning of the European Union, and in particular Article 50(1) and (2)(g) thereof,
Having regard to the proposal from the European Commission,
After transmission of the draft legislative act to the national parliaments,
Having regard to the opinion of the European Economic and Social Committee (1),
Acting in accordance with the ordinary legislative procedure (2),
Whereas:
(1) |
Council Directives 82/891/EEC (3) and 89/666/EEC (4) and Directives 2005/56/EC (5), 2009/101/EC (6), 2011/35/EU (7) and 2012/30/EU (8) of the European Parliament and of the Council have been substantially amended several times (9). In the interests of clarity and rationality those Directives should be codified. |
(2) |
The... |
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