CHAPTER -I Cross-border conversions

‘company’ means a limited liability company of a type listed in Annex II that carries out a cross-border conversion;

‘cross-border conversion’ means an operation whereby a company, without being dissolved or wound up or going into liquidation, converts the legal form under which it is registered in a departure Member State into a legal form of the destination Member State, as listed in Annex II, and transfers at least its registered office to the destination Member State, while retaining its legal personality;

‘departure Member State’ means a Member State in which a company is registered prior to a cross-border conversion;

‘destination Member State’ means a Member State in which a converted company is registered as a result of a cross-border conversion;

‘converted company’ means a company formed in a destination Member State as a result of a cross-border conversion.

the legal form and name of the company in the departure Member State and the location of its registered office in that Member State;

the legal form and name proposed for the converted company in the destination Member State and the proposed location of its registered office in that Member State;

the instrument of constitution of the company in the destination Member State, where applicable, and the statutes if they are contained in a separate instrument;

the proposed indicative timetable for the cross-border conversion;

the rights conferred by the converted company on members enjoying special rights or on holders of securities other than shares representing the company capital, or the measures proposed concerning them;

any safeguards offered to creditors, such as guarantees or pledges;

any special advantages granted to members of the administrative, management, supervisory or controlling bodies of the company;

whether any incentives or subsidies were received by the company in the departure Member State in the preceding five years;

details of the offer of cash compensation for members in accordance with Article 86i;

the likely repercussions of the cross-border conversion on employment;

where appropriate, information on the procedures by which arrangements for the involvement of employees in the definition of their rights to participation in the converted company are determined pursuant to Article 86l.

all the assets and liabilities of the company, including all contracts, credits, rights and obligations, shall be those of the converted company;

the members of the company shall continue to be members of the converted company, unless they have disposed of their shares as referred to in Article 86i(1);

the rights and obligations of the company arising from contracts of employment or from employment relationships and existing at the date on which the cross-border conversion takes effect shall be those of the converted company.