Conversions, mergers and divisions of limited liability companies based in different member states

Directive (EU) 2017/1132 brings together a large part of European Union (EU) company law rules in one single directive. It covers issues such as their formation, capital and disclosure requirements, and operations of companies. It brings together rules on the following issues:

  • establishing public limited liability companies, determining the validity of their obligations and nullity, and maintaining and modifying their capital;
  • the formation of companies and branches online and filing of company information with business registers fully online, i.e. without having to appear in person before the competent authorities, including safeguards;
  • disclosure requirements for public and private limited liability companies in general and for branches opened in a Member State by public and private limited liability companies governed by the law of other EU Member States or by equivalent non-EU companies;
  • rules on the business registers interconnection system, which interconnects national business registers and makes information about limited liability companies available to the public through a single access point;
  • mergers and divisions of public limited liability companies within one Member State;
  • conversions, mergers and divisions of private and public limited liability companies based in different Member States.

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Emilio Meneghella


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