+CHAPTER II Cross-border mergers of limited liability companies
---+Article 118 General provisions
---+Article 119 Definitions
---+Article 120 Further provisions concerning scope
------+Article 120 1.
------+Article 120 2.
------+Article 120 3.
------+Article 120 4.
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---+Article 121 Conditions relating to cross-border mergers
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---+Article 122 Common draft terms of cross-border mergers
---+Article 123 Disclosure
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------+Article 123 2.
------+Article 123 3.
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---+Article 124 Report of the administrative or management body for members and employees
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---+Article 125 Independent expert report
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---+Article 126 Approval by the general meeting
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---+Article 126a Protection of members
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---+Article 126b Protection of creditors
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---+Article 126c Employee information and consultation
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---+Article 127 Pre-merger certificate
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---+Article 127a Transmission of the pre-merger certificate
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---+Article 128 Scrutiny of the legality of the cross-border merger
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---+Article 129 Date on which the cross-border merger takes effect
---+Article 130 Registration
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---+Article 131 Consequences of a cross-border merger
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---+Article 132 Simplified formalities
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---+Article 133 Employee participation
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---+Article 133a Independent experts
------+Article 133a 1.
------+Article 133a 2.
---+Article 134 Validity

CHAPTER II Cross-border mergers of limited liability companies

CHAPTER II Cross-border mergers of limited liability companies

1. Przegląd

,
Article 118 General provisions

Article 118

General provisions

This Chapter shall apply to mergers of limited liability companies formed in accordance with the law of a Member State and having their registered office, central administration or principal place of business within the Union, provided at least two of them are governed by the laws of different Member States (hereinafter referred to as ‘cross-border mergers’).
Article 119 Definitions

Article 119

Definitions

For the purposes of this Chapter:

(1) 

‘limited liability company’, hereinafter referred to as ‘company’, means:

(a) 

a company of a type listed in Annex II; or

(b) 

a company with share capital and having legal personality, possessing separate assets which alone serve to cover its debts and that is subject, under the national law governing it, to conditions concerning guarantees such as are provided for by Section 2 of Chapter II of Title I and Section 1 of Chapter III of Title I for the protection of the interests of members and others;

(2) 

‘merger’ means an operation whereby:

(a) 

one or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to another existing company, the acquiring company, in exchange for the issue to their members of securities or shares representing the capital of that other company and, if applicable, a cash payment not exceeding 10 % of the nominal value, or, in the absence of a nominal value, of the accounting par value of those securities or shares; or

(b) 

two or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to a company that they form, the new company, in exchange for the issue to their members of securities or shares representing the capital of that new company and, if applicable, a cash payment not exceeding 10 % of the nominal value, or in the absence of a nominal value, of the accounting par value of those securities or shares; or

(c) 

a company, on being dissolved without going into liquidation, transfers all its assets and liabilities to the company holding all the securities or shares representing its capital. ►M3  ; or ◄

▼M3

(d) 

one or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to another existing company, the acquiring company, without the issue of any new shares by the acquiring company, provided that one person holds directly or indirectly all the shares in the merging companies or the members of the merging companies hold their securities and shares in the same proportion in all merging companies.

▼B

Article 120 Further provisions concerning scope
Article 121 Conditions relating to cross-border mergers
Article 122 Common draft terms of cross-border mergers

Article 122

Common draft terms of cross-border mergers

The management or administrative organ of each of the merging companies shall draw up the common draft terms of a cross-border merger. The common draft terms of a cross-border merger shall include at least the following particulars:

▼M3

(a) 

for each of the merging companies, its legal form and name, and the location of its registered office, and the legal form and name proposed for the company resulting from the cross-border merger and the proposed location of its registered office;

(b) 

the ratio applicable to the exchange of securities or shares representing the company capital and the amount of any cash payment, where appropriate;

▼B

(c) 

the terms for the allotment of securities or shares representing the capital of the company resulting from the cross-border merger;

(d) 

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

(e) 

the date from which the holding of such securities or shares representing the company capital will entitle the holders to share in profits and any special conditions affecting that entitlement;

(f) 

the date from which the transactions of the merging companies will be treated for accounting purposes as being those of the company resulting from the cross-border merger;

(g) 

the rights conferred by the company resulting from the cross-border merger on members enjoying special rights or on holders of securities other than shares representing the company capital, or the measures proposed concerning them;

▼M3

(h) 

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

(i) 

the instrument of constitution of the company resulting from the cross-border merger, where applicable, and the statutes if they are contained in a separate instrument;

▼B

(j) 

where appropriate, information on the procedures by which arrangements for the involvement of employees in the definition of their rights to participation in the company resulting from the cross-border merger are determined pursuant to Article 133;

(k) 

information on the evaluation of the assets and liabilities which are transferred to the company resulting from the cross-border merger;

(l) 

dates of the merging companies' accounts used to establish the conditions of the cross-border merger;

▼M3

(m) 

details of the offer of cash compensation for members in accordance with Article 126a;

(n) 

any safeguards offered to creditors, such as guarantees or pledges.
Article 123 Disclosure
Article 124 Report of the administrative or management body for members and employees
Article 125 Independent expert report
Article 126 Approval by the general meeting
Article 126a Protection of members
Article 126b Protection of creditors
Article 126c Employee information and consultation
Article 127 Pre-merger certificate
Article 127a Transmission of the pre-merger certificate
Article 128 Scrutiny of the legality of the cross-border merger
Article 129 Date on which the cross-border merger takes effect

Article 129

Date on which the cross-border merger takes effect

The law of the Member State to whose jurisdiction the company resulting from the cross-border merger is subject shall determine the date on which the cross-border merger takes effect. That date shall be after the scrutiny referred to in Article 128 has been carried out.
Article 130 Registration
Article 131 Consequences of a cross-border merger
Article 132 Simplified formalities
Article 133 Employee participation
Article 133a Independent experts
Article 134 Validity

Article 134

Validity

A cross-border merger which has taken effect as provided for in Article 129 may not be declared null and void.

▼M3

The first paragraph does not affect Member States' powers, inter alia, in relation to criminal law, the prevention and combatting of terrorist financing, social law, taxation and law enforcement, to impose measures and penalties, under national law, after the date on which the cross-border merger took effect.

▼B

1.1 Odwołania

1.2 Zidentyfikowane wymagania

1.3 Powiązane normy

2. Zidentyfikowane wymagania

Wymagania

3. Powiązane normy

Normy