What changed, Directive (EU) 2017/1132

− — cross-border mergers of limited liability companies,
− (b) nullity may be ordered only on the grounds:
− (i) that no instrument of constitution was executed or that the rules of preventive control or the requisite legal formalities were not complied with;
− (ii) that the objects of the company are unlawful or contrary to public policy;
− (iii) that the instrument of constitution or the statutes do not state the name of the company, the amount of the individual subscriptions of capital, the total amount of the capital subscribed or the objects of the company;
− (iv) of failure to comply with provisions of national law concerning the minimum amount of capital to be paid up;
− (v) of the incapacity of all the founder members;
− (vi) that, contrary to the national law governing the company, the number of founder members is less than two.
− (d) the appointment, termination of office and particulars of the persons who either as a body constituted pursuant to law or as members of any such body:
− (i) are authorised to represent the company in dealings with third parties and in legal proceedings; it shall be apparent from the disclosure whether the persons authorised to represent the company may do so alone or are required to act jointly;
− (ii) take part in the administration, supervision or control of the company;
− (e) the detailed list of data to be transmitted for the purpose of exchange of information between the registers, as referred to in Articles 20, 28a, 28c, 30a, 34 and 130;
− The Commission shall adopt the implementing acts pursuant to points (d), (e), (n) and (o) by 1 February 2021.
− (e) the appointment, termination of office and particulars of the persons who are authorised to represent the company in dealings with third parties and in legal proceedings:
− — as a company organ constituted pursuant to law or as members of any such organ, in accordance with the disclosure by the company as provided for in Article 14(d),
− — as permanent representatives of the company for the activities of the branch, with an indication of the extent of their powers;
− (f)
− — the winding-up of the company, the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation in accordance with disclosure by the company as provided for in Article 14(h), (j) and (k),
− — insolvency proceedings, arrangements, compositions, or any analogous proceedings to which the company is subject;
− (h) the appointment, termination of office and particulars of the persons who are authorised to represent the company in dealings with third parties and in legal proceedings:
− — as a company organ constituted pursuant to law or as members of any such organ,
− — as permanent representatives of the company for the activities of the branch.
− The extent of the powers of the persons authorised to represent the company shall be stated, as well as whether those persons may represent the company alone or are required to act jointly;
− (i)
− — the winding-up of the company and the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation,
− — insolvency proceedings, arrangements, compositions or any analogous proceedings to which the company is subject;
− (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 shall in any event provide that a dominant influence can be exercised if a public limited li…
− (i) 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
− (ii) 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 points (i) and (ii) of the first subparagraph;
+ — cross-border conversions, cross-border mergers and cross-border divisions of limited liability companies,
+ (b) nullity may be ordered only on the grounds: (i) that no instrument of constitution was executed or that the rules of preventive control or the requisite legal formalities were not complied with; (ii) that the objects of the company are unlawful or contrary to public policy; (iii) that the instru…
+ (d) the appointment, termination of office and particulars of the persons who either as a body constituted pursuant to law or as members of any such body: (i) are authorised to represent the company in dealings with third parties and in legal proceedings; it shall be apparent from the disclosure whe…
+ (aa) the documents and information referred to in Articles 86g, 86n, 86p, 123, 127a, 130, 160g, 160n and 160p;
+ (e) the detailed list of data to be transmitted for the purpose of exchanging information between registers, as referred to in Articles 20, 28a, 28c, 30a and 34;
+ (ea) the detailed list of data to be transmitted for the purpose of exchanging information between registers and for the purposes of disclosure, as referred to in Articles 86g, 86n, 86p, 123, 127a, 130, 160g, 160n and 160p;
+ The Commission shall adopt the implementing acts pursuant to points (d), (e), (n) and (o) by 1 February 2021. ►M3 ►C1 The Commission shall adopt the implementing acts referred to in point (ea) by 2 July 2021.** ◄ **** ◄ **
+ (e) the appointment, termination of office and particulars of the persons who are authorised to represent the company in dealings with third parties and in legal proceedings: — as a company organ constituted pursuant to law or as members of any such organ, in accordance with the disclosure by the co…
+ (f) — the winding-up of the company, the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation in accordance with disclosure by the company as provided for in Article 14(h), (j) and (k), — insolvency proceedings, arrangements, compositions, o…
+ (h) the appointment, termination of office and particulars of the persons who are authorised to represent the company in dealings with third parties and in legal proceedings: — as a company organ constituted pursuant to law or as members of any such organ, — as permanent representatives of the compa…
+ (i) — the winding-up of the company and the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation, — insolvency proceedings, arrangements, compositions or any analogous proceedings to which the company is subject;
+ (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 shall in any event provide that a dominant influence can be exercised if a public limited li…
+ ## *CHAPTER -I* / ***Cross-border conversions***
+ ### Article 86a — Scope
+ 1. This Chapter shall apply to conversions 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, into limited liability companies governed by the law of another Me…
+ 2. This Chapter shall not apply to cross-border conversions involving a company the object of which is the collective investment of capital provided by the public, which operates on the principle of risk-spreading and the units of which are, at the holders’ request, repurchased or redeemed, directly…
+ 3. Member States shall ensure that this Chapter does not apply to companies in either of the following circumstances:
+ (a) the company is in liquidation and has begun to distribute assets to its members;
+ (b) the company is subject to resolution tools, powers and mechanisms provided for in Title IV of Directive 2014/59/EU.
+ 4. Member States may decide not to apply this Chapter to companies which are:
+ (a) the subject of insolvency proceedings or subject to preventive restructuring frameworks;
+ (b) the subject of liquidation proceedings other than those referred to in point (a) of paragraph 3, or
+ (c) the subject of crisis prevention measures as defined in point (101) of Article 2(1) of Directive 2014/59/EU.
+ ### Article 86b — Definitions
+ (1) ‘company’ means a limited liability company of a type listed in Annex II that carries out a cross-border conversion;
+ (2) ‘cross-border conversion’ means an operation whereby a company, without being dissolved or wound up or going into liquidation, converts the legal form under which it is registered in a departure Member State into a legal form of the destination Member State, as listed in Annex II, and transfers …
+ (3) ‘departure Member State’ means a Member State in which a company is registered prior to a cross-border conversion;
+ (4) ‘destination Member State’ means a Member State in which a converted company is registered as a result of a cross-border conversion;
+ (5) ‘converted company’ means a company formed in a destination Member State as a result of a cross-border conversion.
+ ### Article 86c — Procedures and formalities