What changed, Directive (EU) 2017/1132

− ### art_1
− Article 1
− | — | the coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty, in respect of the formation of public limited liability companies and the maintena…
− | — | the coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty, in respect of disclosure, the validity of obligations entered into by, and …
− | — | the disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State, |
− | — | mergers of public limited liability companies, |
− | — | cross-border mergers of limited liability companies, |
− | — | the division of public limited liability companies. |
− ### art_2
− Article 2
− | — | 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 |
− | — | 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. |
− ### art_3
− Article 3
− | (a) | the type and name of the company; |
− | (b) | the objects of the company; |
− | (c) | where the company has no authorised capital, the amount of the subscribed capital; |
− | (d) | where 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 Article 14(e); |
− | (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 vis-à-vis third parties, administration, management, supervision or control of the company and the allocation of p…
− | (f) | the duration of the company, except where this is indefinite. |
− ### art_4
− Article 4
− | (a) | the registered office; |
− | (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; |
− | (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; |
− | (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; |
+ ## *CHAPTER I* / ***Subject matter***
+ ### Article 1 — Subject matter
+ — the coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty, in respect of the formation of public limited liability companies and the maintenance …
+ — the coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty, in respect of disclosure, the validity of obligations entered into by, and the …
+ — the rules on online formation of companies, on online registration of branches and on online filing of documents and information by companies and branches,
+ — the disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State,
+ — mergers of public limited liability companies,
+ — cross-border mergers of limited liability companies,
+ — the division of public limited liability companies.
+ ## Section 1 / **Incorporation of the public liability company**
+ ### Article 2 — Scope
+ — 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
+ — 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 3 — Compulsory information to be provided in the statutes or instruments of incorporation
+ (a) the type and name of the company;
+ (b) the objects of the company;
+ (c) where the company has no authorised capital, the amount of the subscribed capital;
+ (d) where 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 Article 14(e);
+ (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 vis-à-vis third parties, administration, management, supervision or control of the company and the allocation of power…
+ (f) the duration of the company, except where this is indefinite.
+ ### Article 4 — Compulsory information to be provided in the statutes or instruments of incorporation or separate documents
+ (a) the registered office;
+ (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;
+ (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;
+ (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;
+ (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 the consideration;