What changed, Directive 2012/30/EU

+ ### Article 1
− ### art_1
− 
− Article 1
+ — the exclusive object of which is to invest their funds in various stocks and shares, land or other assets with the sole aim of spreading investment risks and giving their shareholders the benefit of the results of the management of their assets,
− | — | the exclusive object of which is to invest their funds in various stocks and shares, land or other assets with the sole aim of spreading investment risks and giving their shareholders the benefit of the results of the management of their assets, |
− | --- | --- |
+ — which offer their own shares for subscription by the public, and
− | — | which offer their own shares for subscription by the public, and |
− | --- | --- |
+ — the statutes of which provide that, within the limits of a minimum and maximum capital, they may at any time issue, redeem or resell their shares.
− | — | the statutes of which provide that, within the limits of a minimum and maximum capital, they may at any time issue, redeem or resell their shares. |
− | --- | --- |
+ ### Article 2
− ### art_2
− Article 2
− 
+ (a) the type and name of the company;
− | (a) | the type and name of the company; |
− | --- | --- |
+ (b) the objects of the company;
− | (b) | the objects of the company; |
− | --- | --- |
+ (c) when the company has no authorised capital, the amount of the subscribed capital;
− | (c) | when the company has no authorised capital, the amount of the subscribed capital; |
− | --- | --- |
+ (d) when the company has an authorised capital, the amount thereof and also the amount of the capital subscribed at the time the company is incorporated or is authorised to commence business, and at the time of any change in the authorised capital, without prejudice to point (e) of Article 2 of Dire…
− | (d) | when the company has an authorised capital, the amount thereof and also the amount of the capital subscribed at the time the company is incorporated or is authorised to commence business, and at the time of any change in the authorised capital, without prejudice to point (e) of Article 2 of …
− | --- | --- |
+ (e) in so far as they are not legally determined, the rules governing the number of and the procedure for appointing members of the bodies responsible for representing the company with regard to third parties, administration, management, supervision or control of the company and the allocation of po…
− | (e) | in so far as they are not legally determined, the rules governing the number of and the procedure for appointing members of the bodies responsible for representing the company with regard to third parties, administration, management, supervision or control of the company and the allocation o…
− | --- | --- |
+ (f) the duration of the company, except where this is indefinite.
− | (f) | the duration of the company, except where this is indefinite. |
− | --- | --- |
+ ### Article 3
− ### art_3
− Article 3
− 
+ (a) the registered office;
− | (a) | the registered office; |
− | --- | --- |
+ (b) the nominal value of the shares subscribed and, at least once a year, the number thereof;
− | (b) | the nominal value of the shares subscribed and, at least once a year, the number thereof; |
− | --- | --- |
+ (c) the number of shares subscribed without stating the nominal value, where such shares may be issued under national law;
− | (c) | the number of shares subscribed without stating the nominal value, where such shares may be issued under national law; |
− | --- | --- |
− 
− | (d) | the special conditions, if any, limiting the transfer of shares; |
− | --- | --- |
+ (d) the special conditions, if any, limiting the transfer of shares;
− | (e) | where there are several classes of shares, the information referred to in points (b), (c) and (d) for each class and the rights attaching to the shares of each class; |
− | --- | --- |
+ (e) where there are several classes of shares, the information referred to in points (b), (c) and (d) for each class and the rights attaching to the shares of each class;
− | (f) | whether the shares are registered or bearer, where national law provides for both types, and any provisions relating to the conversion of such shares unless the procedure is laid down by law; |
− | --- | --- |
+ (f) whether the shares are registered or bearer, where national law provides for both types, and any provisions relating to the conversion of such shares unless the procedure is laid down by law;
− | (g) | the amount of the subscribed capital paid up at the time the company is incorporated or is authorised to commence business; |
− | --- | --- |
+ (g) the amount of the subscribed capital paid up at the time the company is incorporated or is authorised to commence business;
− | (h) | the nominal value of the shares or, where there is no nominal value, the number of shares issued for a consideration other than in cash, together with the nature of the consideration and the name of the person providing that consideration; |
− | --- | --- |
+ (h) the nominal value of the shares or, where there is no nominal value, the number of shares issued for a consideration other than in cash, together with the nature of the consideration and the name of the person providing that consideration;
− | (i) | the identity of the natural or legal persons or companies or firms by whom or in whose name the statutes or the instrument of incorporation, or where the company was not formed at the same time, the drafts of those documents, have been signed; |
− | --- | --- |
+ (i) the identity of the natural or legal persons or companies or firms by whom or in whose name the statutes or the instrument of incorporation, or where the company was not formed at the same time, the drafts of those documents, have been signed;
− | (j) | the total amount, or at least an estimate, of all the costs payable by the company or chargeable to it by reason of its formation and, where appropriate, before the company is authorised to commence business; and |
− | --- | --- |
+ (j) the total amount, or at least an estimate, of all the costs payable by the company or chargeable to it by reason of its formation and, where appropriate, before the company is authorised to commence business; and
− | (k) | any special advantage granted, at the time the company is formed or up to the time it receives authorisation to commence business, to anyone who has taken part in the formation of the company or in transactions leading to the grant of such authorisation. |
− | --- | --- |
+ (k) any special advantage granted, at the time the company is formed or up to the time it receives authorisation to commence business, to anyone who has taken part in the formation of the company or in transactions leading to the grant of such authorisation.
− ### art_4
+ ### Article 4
− Article 4
+ ### Article 5
− ### art_5
− Article 5
− 
+ ### Article 6
− ### art_6
− 
− Article 6
+ ### Article 7
− ### art_7
− Article 7
− 
+ ### Article 8
− ### art_8
− Article 8
− 
+ ### Article 9
− ### art_9
− 
− Article 9
+ ### Article 10
− ### art_10
− 
− Article 10
+ (a) with regard to the company in receipt of such consideration, the persons referred to in point (i) of Article 3 have agreed to dispense with the experts' report;
− | (a) | with regard to the company in receipt of such consideration, the persons referred to in point (i) of Article 3 have agreed to dispense with the experts' report; |
− | --- | --- |
+ (b) such agreement has been published as provided for in paragraph 3;
− | (b) | such agreement has been published as provided for in paragraph 3; |
− | --- | --- |
+ (c) the companies furnishing such consideration have reserves which may not be distributed under the law or the statutes and which are at least equal to the nominal value or, where there is no nominal value, the accountable par of the shares issued for consideration other than in cash;
− | (c) | the companies furnishing such consideration have reserves which may not be distributed under the law or the statutes and which are at least equal to the nominal value or, where there is no nominal value, the accountable par of the shares issued for consideration other than in cash; |
− | --- | --- |
+ (d) the companies furnishing such consideration guarantee, up to an amount equal to that indicated in point (c), the debts of the recipient company arising between the time the shares are issued for a consideration other than in cash and one year after the publication of that company's annual accoun…
− | (d) | the companies furnishing such consideration guarantee, up to an amount equal to that indicated in point (c), the debts of the recipient company arising between the time the shares are issued for a consideration other than in cash and one year after the publication of that company's annual ac…
− | --- | --- |
+ (e) the guarantee referred to in point (d) has been published as provided for in paragraph 3; and
− | (e) | the guarantee referred to in point (d) has been published as provided for in paragraph 3; and |
− | --- | --- |
+ (f) the companies furnishing such consideration shall place a sum equal to that indicated in point (c) into a reserve which may not be distributed until three years after publication of the annual accounts of the recipient company for the financial year during which such consideration was furnished …
− | (f) | the companies furnishing such consideration shall place a sum equal to that indicated in point (c) into a reserve which may not be distributed until three years after publication of the annual accounts of the recipient company for the financial year during which such consideration was furnis…
− | --- | --- |
+ ### Article 11
− ### art_11
− 
− Article 11
+ (a) the fair value is determined for a date not more than six months before the effective date of the asset contribution; and
− | (a) | the fair value is determined for a date not more than six months before the effective date of the asset contribution; and |
− | --- | --- |
+ (b) the valuation has been performed in accordance with generally accepted valuation standards and principles in the Member State which are applicable to the kind of assets to be contributed.
− | (b) | the valuation has been performed in accordance with generally accepted valuation standards and principles in the Member State which are applicable to the kind of assets to be contributed. |
− | --- | --- |
+ The second to fifth subparagraphs of paragraph 2 of this Article shall apply *mutatis mutandis*.
− The second to fifth subparagraphs of paragraph 2 of this Article shall apply mutatis mutandis.
+ ### Article 12
− ### art_12
− Article 12
− 
+ (a) a description of the consideration other than in cash at issue;
− | (a) | a description of the consideration other than in cash at issue; |
− | --- | --- |
+ (b) its value, the source of that valuation and, where appropriate, the method of valuation;
− | (b) | its value, the source of that valuation and, where appropriate, the method of valuation; |
− | --- | --- |
+ (c) a statement whether the value arrived at corresponds at least to the number, to the nominal value or, where there is no nominal value, the accountable par and, where appropriate, to the premium on the shares to be issued for such consideration; and
− | (c) | a statement whether the value arrived at corresponds at least to the number, to the nominal value or, where there is no nominal value, the accountable par and, where appropriate, to the premium on the shares to be issued for such consideration; and |
− | --- | --- |
+ (d) a statement that no new qualifying circumstances with regard to the original valuation have occurred.
− | (d) | a statement that no new qualifying circumstances with regard to the original valuation have occurred. |
− | --- | --- |
+ ### Article 13
− ### art_13
− Article 13
− 
+ ### Article 14
− ### art_14
− Article 14
− 
+ ### Article 15
− ### art_15
− Article 15
− 
+ ### Article 16
− ### art_16
− Article 16
− 
+ ### Article 17
− ### art_17
− Article 17
− 
+ (a) interim accounts shall be drawn up showing that the funds available for distribution are sufficient;
− | (a) | interim accounts shall be drawn up showing that the funds available for distribution are sufficient; |
− | --- | --- |
+ (b) the amount to be distributed may not exceed the total profits made since the end of the last financial year for which the annual accounts have been drawn up, plus any profits brought forward and sums drawn from reserves available for that purpose, less losses brought forward and sums to be place…
− | (b) | the amount to be distributed may not exceed the total profits made since the end of the last financial year for which the annual accounts have been drawn up, plus any profits brought forward and sums drawn from reserves available for that purpose, less losses brought forward and sums to be p…
− | --- | --- |
+ (a) the exclusive object of which is to invest their funds in various stocks and shares, land or other assets with the sole aim of spreading investment risks and giving their shareholders the benefit of the results of the management of their assets; and
− | (a) | the exclusive object of which is to invest their funds in various stocks and shares, land or other assets with the sole aim of spreading investment risks and giving their shareholders the benefit of the results of the management of their assets; and |
− | --- | --- |
+ (b) which offer their own shares for subscription by the public.
− | (b) | which offer their own shares for subscription by the public. |
− | --- | --- |
+ (a) require such companies to include the expression ‘investment company’ in all documents indicated in Article 5 of Directive 2009/101/EC;
− | (a) | require such companies to include the expression ‘investment company’ in all documents indicated in Article 5 of Directive 2009/101/EC; |
− | --- | --- |
+ (b) not permit any such company whose net assets fall below the amount specified in paragraph 1 to make a distribution to shareholders when on the closing date of the last financial year the company's total assets as set out in the annual accounts are, or following such distribution would become, le…
− | (b) | not permit any such company whose net assets fall below the amount specified in paragraph 1 to make a distribution to shareholders when on the closing date of the last financial year the company's total assets as set out in the annual accounts are, or following such distribution would become…
− | --- | --- |
+ (c) require any such company which makes a distribution when its net assets fall below the amount specified in paragraph 1 to include in its annual accounts a note to that effect.
− | (c) | require any such company which makes a distribution when its net assets fall below the amount specified in paragraph 1 to include in its annual accounts a note to that effect. |
− | --- | --- |
+ ### Article 18
− ### art_18
− Article 18
− 
+ ### Article 19
− ### art_19
− 
− Article 19
+ ### Article 20
− ### art_20
− 
− Article 20
+ ### Article 21
− ### art_21
− Article 21
− 
+ (a) authorisation shall be given by the general meeting, which shall determine the terms and conditions of such acquisitions and, in particular, the maximum number of shares to be acquired, the duration of the period for which the authorisation is given, the maximum length of which shall be determin…
− | (a) | authorisation shall be given by the general meeting, which shall determine the terms and conditions of such acquisitions and, in particular, the maximum number of shares to be acquired, the duration of the period for which the authorisation is given, the maximum length of which shall be dete…
− | --- | --- |
+ (b) the acquisitions, including shares previously acquired by the company and held by it, and shares acquired by a person acting in his own name but on the company's behalf, may not have the effect of reducing the net assets below the amount mentioned in Article 17(1) and (2); and
− | (b) | the acquisitions, including shares previously acquired by the company and held by it, and shares acquired by a person acting in his own name but on the company's behalf, may not have the effect of reducing the net assets below the amount mentioned in Article 17(1) and (2); and |
− | --- | --- |
+ (c) only fully paid-up shares may be included in the transaction.
− | (c) | only fully paid-up shares may be included in the transaction. |
− | --- | --- |
+ (a) that the nominal value or, in the absence thereof, the accountable par of the acquired shares, including shares previously acquired by the company and held by it, and shares acquired by a person acting in his own name but on the company's behalf, may not exceed a limit to be determined by Member…
− | (a) | that the nominal value or, in the absence thereof, the accountable par of the acquired shares, including shares previously acquired by the company and held by it, and shares acquired by a person acting in his own name but on the company's behalf, may not exceed a limit to be determined by Me…
− | --- | --- |
+ (b) that the power of the company to acquire its own shares within the meaning of the first subparagraph, the maximum number of shares to be acquired, the duration of the period for which the power is given and the maximum or minimum consideration are laid down in the statutes or in the instrument o…
− | (b) | that the power of the company to acquire its own shares within the meaning of the first subparagraph, the maximum number of shares to be acquired, the duration of the period for which the power is given and the maximum or minimum consideration are laid down in the statutes or in the instrume…
− | --- | --- |
+ (c) that the company complies with appropriate reporting and notification requirements;
− | (c) | that the company complies with appropriate reporting and notification requirements; |
− | --- | --- |
+ (d) that certain companies, as determined by Member States, may be required to cancel the acquired shares provided that an amount equal to the nominal value of the shares cancelled must be included in a reserve which cannot be distributed to the shareholders, except in the event of a reduction in th…
− | (d) | that certain companies, as determined by Member States, may be required to cancel the acquired shares provided that an amount equal to the nominal value of the shares cancelled must be included in a reserve which cannot be distributed to the shareholders, except in the event of a reduction i…
− | --- | --- |
+ (e) that the acquisition shall not prejudice the satisfaction of creditors' claims.
− | (e) | that the acquisition shall not prejudice the satisfaction of creditors' claims. |
− | --- | --- |
+ ### Article 22
− ### art_22
− Article 22
− 
+ (a) shares acquired in carrying out a decision to reduce capital, or in the circumstances referred to in Article 43;
− | (a) | shares acquired in carrying out a decision to reduce capital, or in the circumstances referred to in Article 43; |
− | --- | --- |
+ (b) shares acquired as a result of a universal transfer of assets;
− | (b) | shares acquired as a result of a universal transfer of assets; |
− | --- | --- |
+ (c) fully paid-up shares acquired free of charge or by banks and other financial institutions as purchasing commission;
− | (c) | fully paid-up shares acquired free of charge or by banks and other financial institutions as purchasing commission; |
− | --- | --- |
+ (d) shares acquired by virtue of a legal obligation or resulting from a court ruling for the protection of minority shareholders in the event, particularly, of a merger, a change in the company's object or form, transfer abroad of the registered office, or the introduction of restrictions on the tra…
− | (d) | shares acquired by virtue of a legal obligation or resulting from a court ruling for the protection of minority shareholders in the event, particularly, of a merger, a change in the company's object or form, transfer abroad of the registered office, or the introduction of restrictions on the…
− | --- | --- |
+ (e) shares acquired from a shareholder in the event of failure to pay them up;
− | (e) | shares acquired from a shareholder in the event of failure to pay them up; |
− | --- | --- |
+ (f) shares acquired in order to indemnify minority shareholders in associated companies;
− | (f) | shares acquired in order to indemnify minority shareholders in associated companies; |
− | --- | --- |
+ (g) fully paid-up shares acquired under a sale enforced by a court order for the payment of a debt owed to the company by the owner of the shares; and
− | (g) | fully paid-up shares acquired under a sale enforced by a court order for the payment of a debt owed to the company by the owner of the shares; and |
− | --- | --- |
+ (h) fully paid-up shares issued by an investment company with fixed capital, as defined in the second subparagraph of Article 17(7), and acquired at the investor's request by that company or by an associate company. Point (a) of the third subparagraph of Article 17(7) shall apply. Those acquisitions…
− | (h) | fully paid-up shares issued by an investment company with fixed capital, as defined in the second subparagraph of Article 17(7), and acquired at the investor's request by that company or by an associate company. Point (a) of the third subparagraph of Article 17(7) shall apply. Those acquisit…
− | --- | --- |
+ ### Article 23
− ### art_23
− Article 23
− 
+ ### Article 24
− ### art_24
− Article 24
− 
+ (a) among the rights attaching to the shares, the right to vote attaching to the company's own shares shall in any event be suspended;
− | (a) | among the rights attaching to the shares, the right to vote attaching to the company's own shares shall in any event be suspended; |
− | --- | --- |
+ (b) if the shares are included among the assets shown in the balance sheet, a reserve of the same amount, unavailable for distribution, shall be included among the liabilities.
− | (b) | if the shares are included among the assets shown in the balance sheet, a reserve of the same amount, unavailable for distribution, shall be included among the liabilities. |
− | --- | --- |
+ (a) the reasons for acquisitions made during the financial year;
− | (a) | the reasons for acquisitions made during the financial year; |
− | --- | --- |
+ (b) the number and nominal value or, in the absence of a nominal value, the accountable par of the shares acquired and disposed of during the financial year and the proportion of the subscribed capital which they represent;
− | (b) | the number and nominal value or, in the absence of a nominal value, the accountable par of the shares acquired and disposed of during the financial year and the proportion of the subscribed capital which they represent; |
− | --- | --- |
+ (c) in the case of acquisition or disposal for a value, the consideration for the shares;
− | (c) | in the case of acquisition or disposal for a value, the consideration for the shares; |
− | --- | --- |
+ (d) the number and nominal value or, in the absence of a nominal value, the accountable par of all the shares acquired and held by the company and the proportion of the subscribed capital which they represent.
− | (d) | the number and nominal value or, in the absence of a nominal value, the accountable par of all the shares acquired and held by the company and the proportion of the subscribed capital which they represent. |
− | --- | --- |
+ ### Article 25
− ### art_25
− Article 25
− 
+ (a) the reasons for the transaction;
− | (a) | the reasons for the transaction; |
− | --- | --- |
+ (b) the interest of the company in entering into such a transaction;
− | (b) | the interest of the company in entering into such a transaction; |
− | --- | --- |
+ (c) the conditions on which the transaction is entered into;
− | (c) | the conditions on which the transaction is entered into; |
− | --- | --- |
+ (d) the risks involved in the transaction for the liquidity and solvency of the company; and
− | (d) | the risks involved in the transaction for the liquidity and solvency of the company; and |
− | --- | --- |
+ (e) the price at which the third party is to acquire the shares.
− | (e) | the price at which the third party is to acquire the shares. |
− | --- | --- |
+ ### Article 26
− ### art_26
− Article 26
− 
+ ### Article 27
− ### art_27
− 
− Article 27
+ ### Article 28
− ### art_28
− Article 28
− 
+ 
+ (a) define the cases in which a public limited liability company shall be regarded as being able to exercise a dominant influence on another company; if a Member State exercises this option, its national law must in any event provide that a dominant influence can be exercised if a public limited lia…
+ — has the right to appoint or dismiss a majority of the members of the administrative organ, of the management organ or of the supervisory organ, and is at the same time a shareholder or member of the other company, or
+ 
+ — is a shareholder or member of the other company and has sole control of a majority of the voting rights of its shareholders or members under an agreement concluded with other shareholders or members of that company.
+ 
+ Member States shall not be obliged to make provision for any cases other than those referred to in the first and second indents;
− | (a) | define the cases in which a public limited liability company shall be regarded as being able to exercise a dominant influence on another company; if a Member State exercises this option, its national law must in any event provide that a dominant influence can be exercised if a public limited…
− | --- | --- |
− | — | has the right to appoint or dismiss a majority of the members of the administrative organ, of the management organ or of the supervisory organ, and is at the same time a shareholder or member of the other company, or |
− | — | is a shareholder or member of the other company and has sole control of a majority of the voting rights of its shareholders or members under an agreement concluded with other shareholders or members of that company. |
+ (b) define the cases in which a public limited liability company shall be regarded as indirectly holding voting rights or as able indirectly to exercise a dominant influence;
− | (b) | define the cases in which a public limited liability company shall be regarded as indirectly holding voting rights or as able indirectly to exercise a dominant influence; |
− | --- | --- |
+ (c) specify the circumstances in which a public limited liability company shall be regarded as holding voting rights.
− | (c) | specify the circumstances in which a public limited liability company shall be regarded as holding voting rights. |
− | --- | --- |
+ (a) the suspension of the voting rights attached to the shares in the public limited liability company held by the other company; and
− | (a) | the suspension of the voting rights attached to the shares in the public limited liability company held by the other company; and |
− | --- | --- |
+ (b) the members of the administrative or the management organ of the public limited liability company to be obliged to buy back from the other company the shares referred to in Article 22(2) and (3) and Article 23 at the price at which the other company acquired them; this sanction shall be inapplic…
− | (b) | the members of the administrative or the management organ of the public limited liability company to be obliged to buy back from the other company the shares referred to in Article 22(2) and (3) and Article 23 at the price at which the other company acquired them; this sanction shall be inap…
− | --- | --- |
+ ### Article 29
− ### art_29
− Article 29
− 
+ ### Article 30
− ### art_30
− Article 30
− 
+ ### Article 31
− ### art_31
− Article 31
− 
+ ### Article 32
− ### art_32
− Article 32
− 
+ ### Article 33
− ### art_33
− Article 33
− 
+ (a) need not apply paragraph 1 to shares which carry a limited right to participate in distributions within the meaning of Article 17 and/or in the company's assets in the event of liquidation; or
− | (a) | need not apply paragraph 1 to shares which carry a limited right to participate in distributions within the meaning of Article 17 and/or in the company's assets in the event of liquidation; or |
− | --- | --- |
+ (b) may permit, where the subscribed capital of a company having several classes of shares carrying different rights with regard to voting, or participation in distributions within the meaning of Article 17 or in assets in the event of liquidation, is increased by issuing new shares in only one of t…
− | (b) | may permit, where the subscribed capital of a company having several classes of shares carrying different rights with regard to voting, or participation in distributions within the meaning of Article 17 or in assets in the event of liquidation, is increased by issuing new shares in only one …
− | --- | --- |
+ ### Article 34
− ### art_34
− Article 34
− 
+ ### Article 35
− ### art_35
− Article 35
− 
+ ### Article 36
− ### art_36
− Article 36
− 
+ ### Article 37
− ### art_37
− Article 37
− 
+ ### Article 38
− ### art_38
− Article 38
− 
+ ### Article 39
− ### art_39
− Article 39
− 
+ (a) where the statutes or instrument of incorporation provide for redemption, the latter shall be decided on by the general meeting voting at least under the usual conditions of quorum and majority; where the statutes or instrument of incorporation do not provide for redemption, the latter shall be …
− | (a) | where the statutes or instrument of incorporation provide for redemption, the latter shall be decided on by the general meeting voting at least under the usual conditions of quorum and majority; where the statutes or instrument of incorporation do not provide for redemption, the latter shall…
− | --- | --- |
+ (b) only sums which are available for distribution within the meaning of Article 17(1) to (4) may be used for redemption purposes;
− | (b) | only sums which are available for distribution within the meaning of Article 17(1) to (4) may be used for redemption purposes; |
− | --- | --- |
+ (c) shareholders whose shares are redeemed shall retain their rights in the company, with the exception of their rights to the repayment of their investment and participation in the distribution of an initial dividend on unredeemed shares.
− | (c) | shareholders whose shares are redeemed shall retain their rights in the company, with the exception of their rights to the repayment of their investment and participation in the distribution of an initial dividend on unredeemed shares. |
− | --- | --- |
+ ### Article 40
− ### art_40
− Article 40
− 
+ (a) compulsory withdrawal must be prescribed or authorised by the statutes or instrument of incorporation before the shares which are to be withdrawn are subscribed for;
− | (a) | compulsory withdrawal must be prescribed or authorised by the statutes or instrument of incorporation before the shares which are to be withdrawn are subscribed for; |
− | --- | --- |
+ (b) where the compulsory withdrawal is authorised merely by the statutes or instrument of incorporation, it shall be decided upon by the general meeting unless it has been unanimously approved by the shareholders concerned;
− | (b) | where the compulsory withdrawal is authorised merely by the statutes or instrument of incorporation, it shall be decided upon by the general meeting unless it has been unanimously approved by the shareholders concerned; |
− | --- | --- |
+ (c) the company body deciding on the compulsory withdrawal shall fix the terms and manner thereof, where they have not already been fixed by the statutes or instrument of incorporation;
− | (c) | the company body deciding on the compulsory withdrawal shall fix the terms and manner thereof, where they have not already been fixed by the statutes or instrument of incorporation; |
− | --- | --- |
+ (d) Article 36 shall apply except in the case of fully paid-up shares which are made available to the company free of charge or are withdrawn using sums available for distribution in accordance with Article 17(1) to (4); in those cases, an amount equal to the nominal value or, in the absence thereof…
− | (d) | Article 36 shall apply except in the case of fully paid-up shares which are made available to the company free of charge or are withdrawn using sums available for distribution in accordance with Article 17(1) to (4); in those cases, an amount equal to the nominal value or, in the absence the…
− | --- | --- |
+ (e) the decision on compulsory withdrawal shall be published in the manner laid down by the laws of each Member State in accordance with Article 3 of Directive 2009/101/EC.
− | (e) | the decision on compulsory withdrawal shall be published in the manner laid down by the laws of each Member State in accordance with Article 3 of Directive 2009/101/EC. |
− | --- | --- |
+ ### Article 41
− ### art_41
− 
− Article 41
+ ### Article 42
− ### art_42
− Article 42
− 
+ ### Article 43
− ### art_43
− Article 43
− 
+ (a) redemption must be authorised by the company's statutes or instrument of incorporation before the redeemable shares are subscribed for;
− | (a) | redemption must be authorised by the company's statutes or instrument of incorporation before the redeemable shares are subscribed for; |
− | --- | --- |
+ (b) the shares must be fully paid up;
− | (b) | the shares must be fully paid up; |
− | --- | --- |
+ (c) the terms and the manner of redemption must be laid down in the company's statutes or instrument of incorporation;
− | (c) | the terms and the manner of redemption must be laid down in the company's statutes or instrument of incorporation; |
− | --- | --- |
+ (d) redemption can be only effected by using sums available for distribution in accordance with Article 17(1) to (4) or the proceeds of a new issue made with a view to effecting such redemption;
− | (d) | redemption can be only effected by using sums available for distribution in accordance with Article 17(1) to (4) or the proceeds of a new issue made with a view to effecting such redemption; |
− | --- | --- |
+ (e) an amount equal to the nominal value or, in the absence thereof, to the accountable par of all the redeemed shares must be included in a reserve which cannot be distributed to the shareholders, except in the event of a reduction in the subscribed capital; it may be used only for the purpose of i…
− | (e) | an amount equal to the nominal value or, in the absence thereof, to the accountable par of all the redeemed shares must be included in a reserve which cannot be distributed to the shareholders, except in the event of a reduction in the subscribed capital; it may be used only for the purpose …
− | --- | --- |
+ (f) point (e) shall not apply to redemption using the proceeds of a new issue made with a view to effecting such redemption;
− | (f) | point (e) shall not apply to redemption using the proceeds of a new issue made with a view to effecting such redemption; |
− | --- | --- |
+ (g) where provision is made for the payment of a premium to shareholders in consequence of a redemption, the premium may be paid only from sums available for distribution in accordance with Article 17(1) to (4), or from a reserve other than that referred to in point (e) of this Article which may not…
− | (g) | where provision is made for the payment of a premium to shareholders in consequence of a redemption, the premium may be paid only from sums available for distribution in accordance with Article 17(1) to (4), or from a reserve other than that referred to in point (e) of this Article which may…
− | --- | --- |
+ (h) notification of redemption shall be published in the manner laid down by the laws of each Member State in accordance with Article 3 of Directive 2009/101/EC.
− | (h) | notification of redemption shall be published in the manner laid down by the laws of each Member State in accordance with Article 3 of Directive 2009/101/EC. |
− | --- | --- |
+ ### Article 44
− ### art_44
− 
− Article 44
+ ### Article 45
− ### art_45
− Article 45
− 
+ ### Article 46
− ### art_46
− Article 46
− 
+ ### Article 47
− ### art_47
− 
− Article 47
+ ### Article 48
− ### art_48
− Article 48
− 
+ 
+ ### Article 49
+ 
+ This Directive shall enter into force on the twentieth day following that of its publication in the *Official Journal of the European Union*.
+ 
+ ### Article 50
+ 
+ This Directive is addressed to the Member States.
+ 
+ ### ANNEX I
+ 
+ **TYPES OF COMPANIES REFERRED TO IN THE FIRST SUBPARAGRAPH OF ARTICLE 1(1)**
+ 
+ — Belgium:
+ 
+ — société anonyme/naamloze vennootschap;
+ 
+ — Bulgaria:
+ 
+ — акционерно дружество;
+ 
+ — the Czech Republic:
+ 
+ — akciová společnost;
+ 
+ — Denmark:
+ 
+ — aktieselskab;
+ 
+ — Germany:
+ 
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