+Section 2 Formation by merger
---+Article 17
------+Article 17 1.
------+Article 17 2.
---+Article 18
---+Article 19
---+Article 20
------+Article 20 1.
------+Article 20 2.
---+Article 21
---+Article 22
---+Article 23
------+Article 23 1.
------+Article 23 2.
---+Article 24
------+Article 24 1.
------+Article 24 2.
---+Article 25
------+Article 25 1.
------+Article 25 2.
------+Article 25 3.
---+Article 26
------+Article 26 1.
------+Article 26 2.
------+Article 26 3.
------+Article 26 4.
---+Article 27
------+Article 27 1.
------+Article 27 2.
---+Article 28
---+Article 29
------+Article 29 1.
------+Article 29 2.
------+Article 29 3.
------+Article 29 4.
---+Article 30
---+Article 31
------+Article 31 1.
------+Article 31 2.

Section 2 Formation by merger

Section 2 Formation by merger

1. Oversigt

,
Article 17
Article 18

Article 18

For matters not covered by this section or, where a matter is partly covered by it, for aspects not covered by it, each company involved in the formation of an SE by merger shall be governed by the provisions of the law of the Member State to which it is subject that apply to mergers of public limited-liability companies in accordance with Directive 78/855/EEC.
Article 19

Article 19

The laws of a Member State may provide that a company governed by the law of that Member State may not take part in the formation of an SE by merger if any of that Member State's competent authorities opposes it before the issue of the certificate referred to in Article 25(2).

Such opposition may be based only on grounds of public interest. Review by a judicial authority shall be possible.
Article 20
Article 21

Article 21

For each of the merging companies and subject to the additional requirements imposed by the Member State to which the company concerned is subject, the following particulars shall be published in the national gazette of that Member State:

(a) 

the type, name and registered office of every merging company;

(b) 

the register in which the documents referred to in Article 3(2) of Directive 68/151/EEC are filed in respect of each merging company, and the number of the entry in that register;

(c) 

an indication of the arrangements made in accordance with Article 24 for the exercise of the rights of the creditors of the company in question and the address at which complete information on those arrangements may be obtained free of charge;

(d) 

an indication of the arrangements made in accordance with Article 24 for the exercise of the rights of minority shareholders of the company in question and the address at which complete information on those arrangements may be obtained free of charge;

(e) 

the name and registered office proposed for the SE.
Article 22

Article 22

As an alternative to experts operating on behalf of each of the merging companies, one or more independent experts as defined in Article 10 of Directive 78/855/EEC, appointed for those purposes at the joint request of the companies by a judicial or administrative authority in the Member State of one of the merging companies or of the proposed SE, may examine the draft terms of merger and draw up a single report to all the shareholders.

The experts shall have the right to request from each of the merging companies any information they consider necessary to enable them to complete their function.
Article 23
Article 24
Article 25
Article 26
Article 27
Article 28

Article 28

For each of the merging companies the completion of the merger shall be publicised as laid down by the law of each Member State in accordance with Article 3 of Directive 68/151/EEC.
Article 29
Article 30

Article 30

A merger as provided for in Article 2(1) may not be declared null and void once the SE has been registered.

The absence of scrutiny of the legality of the merger pursuant to Articles 25 and 26 may be included among the grounds for the winding-up of the SE.
Article 31

1.1 Referencer

1.2 Identificerede krav

1.3 Relaterede standarder

2. Identificerede krav

Krav

3. Relaterede standarder

Standarder