Table of Contents:
Domestic divisions of public limited liability companies: sixth Directive
Outline of the Community (European Union) legislation about Domestic divisions of public limited liability companies: sixth Directive
Topics
These categories group together and put in context the legislative and non-legislative initiatives which deal with the same topic.
Internal market > Businesses in the internal market > Company law
Domestic divisions of public limited liability companies: sixth Directive
Document or Iniciative
Sixth Council Directive 82/891/EEC of 17 December 1982 based on Article 54(3)(g) of the Treaty, concerning the division of public limited liability companies.
Summary
The Directive lays down rules for division by acquisition *, division by the formation of new companies * and division under the supervision of a judicial authority *.
Division by acquisition and division by the formation of new companies
Draft terms of division, an instrument negotiated by the administrative or management bodies of the companies involved in a division, must be drawn up. The draft must contain a minimum of particulars, including the share exchange ratio and the rights conferred by the recipient companies on the holders of shares to which special rights are attached and the holders of securities other than shares. It must be published in the manner prescribed by the law of each Member State.
A division requires at least the approval of a general meeting of each company involved in the division. The administrative or management bodies of a company being divided must supply certain information to the general meeting of that company and to the administrative or management bodies of the recipient companies.
Strict safeguards ensure the protection of shareholders and, in particular, creditors. As regards the latter, the main safeguard consists in the joint and several liability of the recipient companies where one of them does not discharge an obligation transferred to it under the division. The Member States may provide that the recipient companies will be jointly and severally liable for the obligations of the company being divided.
Division under the supervision of a judicial authority
Where the judicial authority establishes that no prejudice would be caused to shareholders or creditors, it may relieve the companies involved in the division from applying certain rules applicable to divisions by acquisition and divisions by the formation of new companies.
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References
| Act | Entry into force | Deadline for transposition in the Member States | Official Journal |
|---|---|---|---|
|
Directive 1982/891/EEC |
22.12.1982 |
1.1.1986 |
OJ L 378 of 31.12.1982 |
| Amending Act(s) | Entry into force | Deadline for transposition in the Member States | Official Journal |
|---|---|---|---|
|
Directive 2007/63/EC |
7.12.2007 |
31.9.2008 |
OJ L 300 of 17.11.2007 |
|
Directive 2009/109/EC |
22.10.2009 |
30.6.2011 |
OJ L 259 of 2.10.2009 |
The successive amendments and corrections to Directive 1982/891/EEC have been incorporated into the basic text. This consolidated version is for reference only.