Le texte à une date

Les dates de l’éditeur que ce site détient pour cet acte

• Entrée en vigueur : 2017-07-20 (mention de l’éditeur, mot pour mot : DATPUB +20 V ART 167)
• Date limite : 2016-06-30 (mention de l’éditeur, mot pour mot : V ART 162.4)
• Date limite : 2021-07-02 (mention de l’éditeur, mot pour mot : V ART 24 ET 32019L2121)
• Date limite : 2022-06-08 (mention de l’éditeur, mot pour mot : V ART 162.1)

Dates non détenues pour cet acte : mise en application ; fin de validité. Les déclarations datées de l’éditeur que ce site détient pour cet acte n’indiquent aucune date de ce type, ce qui ne dit rien de l’existence d’une telle date.

Aucune des dates ci-dessus ne sert à choisir un libellé : chaque libellé ci-dessous porte sa propre date.

32017L1132, eng, le libellé consolidé du 2022-08-12 (la date de consolidation de l’éditeur)

Il s’agit du dernier libellé détenu : il sert de réponse pour toute date ultérieure, et une modification que l’éditeur n’a pas encore consolidée n’y figure pas.

1 autre œuvre de l’éditeur porte cette date ; avec ce même texte détenu ici : 1 ; sans texte détenu ici : 0.

/eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng

230 articles cités ; détenus sans texte : 0.

Page 2 sur 5 : Article 36 à Article 85.

51. 036 Article 36

    Article 36 Disclosure of documents and particulars relating to a branch 1. Documents and particulars concerning a branch opened in a Member State by a company which is not governed by the law of a Member State but which is of a legal form comparable with the types of company listed in Annex II, shall be disclosed in accordance with the law of the Member State of the branch as laid down in Article 16. 2. Article 29(2) shall apply.

    Empreinte du texte 920b48cecd0038a69ab9b408973bc9170b45db6c0e77159cea15d41324c0a1fa, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/036

52. 037 Article 37

    Article 37 Compulsory documents and particulars to be disclosed The compulsory disclosure provided for in Article 36 shall cover at least the following documents and particulars: (a) the address of the branch; (b) the activities of the branch; (c) the law of the State by which the company is governed; (d) where that law so provides, the register in which the company is entered and the registration number of the company in that register; (e) the instruments of constitution, and memorandum and articles of association if they are contained in a separate instrument, with all amendments to those documents; (f) the legal form of the company, its principal place of business and its object and, at least annually, the amount of subscribed capital if those particulars are not given in the documents referred to in point (e); (g) the name of the company and the name of the branch if that is different from the name of the company; (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; (j) the accounting documents in accordance with Article 38; (k) the closure of the branch.

    Empreinte du texte 8fc5e65e16ac577664243e1dee3ed261fac0db1efcf8608f3dd40c87d9c2f9a5, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/037

53. 038 Article 38

    Article 38 Limits of compulsory disclosure of accounting documents 1. The compulsory disclosure provided for by Article 37(j) shall apply to the accounting documents of the company as drawn up, audited and disclosed pursuant to the law of the State which governs the company. Where they are not drawn up in accordance with or in a manner equivalent to Directive 2013/34/EU, Member States may require that accounting documents relating to the activities of the branch be drawn up and disclosed. 2. Articles 32 and 33 shall apply.

    Empreinte du texte f8f2a67bae4036df59da6adf9263064decaf8624a175affd5611d4fbffb5e8ec, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/038

54. 039 Article 39

    Article 39 Information on letters and order forms Member States shall prescribe that letters and order forms used by a branch state the register in which the file in respect of the branch is kept together with the number of the branch in that register. Where the law of the State by which the company is governed requires entry in a register, the register in which the company is entered, and the registration number of the company in that register shall also be stated.

    Empreinte du texte 07c632806957f9bfd14cc3c32b0dac8b27c9691e2f023fc06ce2a764b076aa82, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/039

55. 040 Article 40

    Article 40 Penalties Member States shall provide for appropriate penalties in the event of failure to disclose the matters set out in Articles 29, 30, 31, 36, 37 and 38 and of omission from letters and order forms of the compulsory particulars provided for in Articles 35 and 39.

    Empreinte du texte 0394a3855a124fe4de74ebe4739b1f3bdc84f6f351393795801e681214b6cc96, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/040

56. 041 Article 41

    Article 41 Persons carrying out disclosure formalities Each Member State shall determine who shall carry out the disclosure formalities provided for in Sections 2 and 3.

    Empreinte du texte 5c9c294b17e1a6ac8beb609d919c41f49609ccc90e7e536edc3e83d7bc69ba93, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/041

57. 042 Article 42

    Article 42 Exemptions to provisions on disclosure of accounting documents for branches 1. Articles 31 and 38 shall not apply to branches opened by credit institutions and financial institutions covered by Council Directive 89/117/EEC. 2. Pending subsequent coordination, the Member States need not apply Articles 31 and 38 to branches opened by insurance companies.

    Empreinte du texte 04db57a9581adc97d0c2fafe9d2fcd72515c704e74fdebb9f3ba0b288e6a4774, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/042

58. 043 Article 43

    Article 43 Contact Committee The Contact Committee set up pursuant to Article 52 of Council Directive 78/660/EEC shall also: (a) facilitate, without prejudice to Articles 258 and 259 of the Treaty, the harmonised application of the provisions of Sections 2, 3 and this Section, through regular meetings dealing, in particular, with practical problems arising in connection with their application; (b) advise the Commission, if necessary, on any additions or amendments to the provisions of Sections 2, 3 and this Section.

    Empreinte du texte 2fdb10911dc904cbb64fc077a60f448ecc1a231030ff59419f217c01dcda8537, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/043

59. 044 Article 44

    Article 44 General provisions 1. The coordination measures prescribed by this Chapter shall apply to the provisions laid down by law, regulation or administrative action in Member States relating to the types of company listed in Annex I. 2. The Member States may decide not to apply the provisions of this Chapter to investment companies with variable capital and to cooperatives incorporated as one of the types of company listed in Annex I. In so far as the laws of the Member States make use of this option, they shall require such companies to include the words ‘investment company with variable capital’, or ‘cooperative’ in all documents indicated in Article 26.

    Empreinte du texte f0ab10b3d0109477849ef0a228d1f38238ddc68ef82c30d6f975ec9f6993b57f, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/044

60. 045 Article 45

    Article 45 Minimum capital 1. The laws of the Member States shall require that, in order for a company to be incorporated or obtain authorisation to commence business, a minimum capital shall be subscribed the amount of which shall be not less than EUR . 2. Every five years the European Parliament and the Council, acting on a proposal from the Commission in accordance with Article 50(1) and Article 50(2)(g) of the Treaty, shall examine and, if need be, revise the amount expressed in paragraph 1 in euro in the light of economic and monetary trends in the Union and of the tendency to allow only large and medium-sized undertakings to opt for the types of company listed in Annex I.

    Empreinte du texte 7de2136171c4e658b0c1cc7b8bfcb9f8ab97af7e40c69e0e1a18c7b88ae188c4, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/045

61. 046 Article 46

    Article 46 Assets Subscribed capital may be formed only of assets capable of economic assessment. However, an undertaking to perform work or supply services may not form part of those assets.

    Empreinte du texte af64924bcbc3659ec2bfbb6a09189619b5a6ddea2d145f06de2e47142d14dbaa, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/046

62. 047 Article 47

    Article 47 Issuing price of shares Shares may not be issued at a price lower than their nominal value, or, where there is no nominal value, their accountable par. However, Member States may allow those who undertake to place shares in the exercise of their profession to pay less than the total price of the shares for which they subscribe in the course of this transaction.

    Empreinte du texte 3cc2221688f137fff98ff1ff560380581eb1967bd7a45e83d83a6aa3ac5485ce, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/047

63. 048 Article 48

    Article 48 Paying up of shares issued for a consideration Shares issued for consideration shall be paid up at the time the company is incorporated or is authorised to commence business at not less than 25 % of their nominal value or, in the absence of a nominal value, their accountable par. However, where shares are issued for consideration other than in cash at the time the company is incorporated or is authorised to commence business, the consideration shall be transferred in full within five years of that time.

    Empreinte du texte 2e4fc791b692c94027a5006109a90ede230b0946bf8e153a02e7d3d536d5e7b1, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/048

64. 049 Article 49

    Article 49 Experts' report on consideration other than in cash 1. A report on any consideration other than in cash shall be drawn up before the company is incorporated or is authorised to commence business, by one or more independent experts appointed or approved by an administrative or judicial authority. Such experts may be natural persons as well as legal persons and companies or firms under the laws of each Member State. 2. The experts' report referred to in paragraph 1 shall contain at least a description of each of the assets comprising the consideration as well as of the methods of valuation used and shall state whether the values arrived at by the application of those methods correspond at least to the number and nominal value or, where there is no nominal value, to the accountable par and, where appropriate, to the premium on the shares to be issued for them. 3. The experts' report shall be published in the manner laid down by the laws of each Member State, in accordance with Article 16. 4. Member States may decide not to apply this Article where 90 % of the nominal value, or where there is no nominal value, of the accountable par, of all the shares is issued to one or more companies for a consideration other than in cash, and where the following requirements are met: (a) with regard to the company in receipt of such consideration, the persons referred to in point (i) of Article 4 have agreed to dispense with the experts' report; (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; (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 accounts for the financial year during which such consideration was furnished. Any transfer of such shares shall be prohibited during that period; (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 or, if necessary, until such later date as all claims relating to the guarantee referred to in point (d) which are submitted during this period have been settled. 5. Member States may decide not to apply this Article to the formation of a new company by way of merger or division where a report by one or more independent experts on the draft terms of merger or division is drawn up. Where Member States decide to apply this Article in the cases referred to in the first subparagraph, they may provide that the report drawn up under paragraph 1 of this Article and the report by one or more independent experts on the draft terms of merger or division may be drawn up by the same expert or experts.

    Empreinte du texte 7af33da14c14d124d9560734c1c68af245c6c117903234612d5d6b0564972b23, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/049

65. 050 Article 50

    Article 50 Derogation from the requirement for an experts' report 1. Member States may decide not to apply Article 49(1), (2) and (3) where, upon a decision of the administrative or management body, transferable securities as defined in point 44 of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council or money-market instruments as defined in point 17 of Article 4(1) of that Directive are contributed as consideration other than in cash, and those securities or money-market instruments are valued at the weighted average price at which they have been traded on one or more regulated markets as defined in point 21 of Article 4(1) of that Directive during a sufficient period, to be determined by national law, preceding the effective date of the contribution of the respective consideration other than in cash. However, where that price has been affected by exceptional circumstances that would significantly change the value of the asset at the effective date of its contribution, including situations where the market for such transferable securities or money-market instruments has become illiquid, a revaluation shall be carried out on the initiative and under the responsibility of the administrative or management body. For the purposes of such revaluation, Article 49(1), (2) and (3) shall apply. 2. Member States may decide not to apply Article 49(1), (2) and (3) where, upon a decision of the administrative or management body, assets, other than the transferable securities and money-market instruments referred to in paragraph 1 of this Article, are contributed as consideration other than in cash which have already been subject to a fair value opinion by a recognised independent expert and where the following conditions are fulfilled: (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. In the case of new qualifying circumstances that would significantly change the fair value of the asset at the effective date of its contribution, a revaluation shall be carried out on the initiative and under the responsibility of the administrative or management body. For the purposes of the revaluation referred to in the second subparagraph, Article 49(1), (2) and (3) shall apply. In the absence of such a revaluation, one or more shareholders holding an aggregate percentage of at least 5 % of the company's subscribed capital on the date the decision on the increase in the capital is taken, may demand a valuation by an independent expert, in which case Article 49(1), (2) and (3) shall apply. Such shareholder(s) may submit a demand up until the effective date of the asset contribution, provided that, at the date of the demand, the shareholder(s) in question still hold(s) an aggregate percentage of at least 5 % of the company's subscribed capital, as it was on the date the decision on the increase in the capital was taken. 3. Member States may decide not to apply Article 49(1), (2) and (3) where, upon a decision of the administrative or management body, assets, other than the transferable securities and money-market instruments referred to in paragraph 1 of this Article, are contributed as consideration other than in cash the fair value of which is derived from the value of an individual asset from the statutory accounts of the previous financial year provided that the statutory accounts have been subject to an audit in accordance with Directive 2006/43/EC. The second to fifth subparagraphs of paragraph 2 of this Article shall apply mutatis mutandis.

    Empreinte du texte dfac687b1c209d9525f3f362469267c375674ddbad17a3d5845a7b681032a7c4, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/050

66. 051 Article 51

    Article 51 Consideration other than in cash without an experts' report 1. Where consideration other than in cash as referred to in Article 50 is provided without an experts' report as referred to in Article 49(1), (2) and (3), in addition to the requirements set out in point (h) of Article 4 and within one month of the effective date of the asset contribution, a declaration containing the following shall be published: (a) a description of the consideration other than in cash at issue; (b) its value, the source of this 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 (d) a statement that no new qualifying circumstances with regard to the original valuation have occurred. The publication of the declaration shall be effected in the manner laid down by the laws of each Member State in accordance with Article 16. 2. Where consideration other than in cash is proposed to be provided without an experts' report, as referred to in Article 49(1), (2) and (3), in relation to an increase in the capital proposed to be made under Article 68(2), an announcement containing the date when the decision on the increase was taken and the information listed in paragraph 1 of this Article shall be published, in the manner laid down by the laws of each Member State in accordance with Article 16, before the contribution of the asset as consideration other than in cash is to become effective. In that event, the declaration pursuant to paragraph 1 of this Article shall be limited to the statement that no new qualifying circumstances have occurred since the aforementioned announcement was published. 3. Each Member State shall provide for adequate safeguards ensuring compliance with the procedure set out in Article 50 and in this Article where a contribution for a consideration other than in cash is provided without an experts' report as referred to in Article 49(1), (2) and (3).

    Empreinte du texte 58235d76b7975d3c3e3c9b441503ec1be8ec8ee5b038e359d1fe944fdc286c92, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/051

67. 052 Article 52

    Article 52 Substantial acquisitions after incorporation or authorisation to commence business 1. If, before the expiry of a time limit laid down by national law of at least two years from the time the company is incorporated or is authorised to commence business, the company acquires any asset belonging to a person or company or firm referred to in point (i) of Article 4 for a consideration of not less than one-tenth of the subscribed capital, the acquisition shall be examined and details of it published in the manner provided for in Article 49(1), (2) and (3), and it shall be submitted for the approval of a general meeting. Articles 50 and 51 shall apply mutatis mutandis. Member States may also require these provisions to be applied when the assets belong to a shareholder or to any other person. 2. Paragraph 1 shall not apply to acquisitions effected in the normal course of the company's business, to acquisitions effected at the instance or under the supervision of an administrative or judicial authority, or to stock exchange acquisitions.

    Empreinte du texte 7649d48688a6a423e2bd0045556f3113e600ac682f72c4e09256d19b89a3e2d6, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/052

68. 053 Article 53

    Article 53 Shareholders' obligation to pay up contributions Subject to the provisions relating to the reduction of subscribed capital, the shareholders may not be released from the obligation to pay up their contributions.

    Empreinte du texte 05f66ac4478b698683133c5efa4258bd8f26e8f5999fd60f437fa313bb8043fe, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/053

69. 054 Article 54

    Article 54 Safeguards in the event of conversion Pending coordination of national laws at a subsequent date, Member States shall adopt the measures necessary to require provision of at least the same safeguards as are laid down in Articles 3 to 6 and Articles 45 to 53 in the event of the conversion of another type of company into a public limited liability company.

    Empreinte du texte af9cf5b80024f0beb699492a0f3487d69d530211399480940dd893b54728755b, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/054

70. 055 Article 55

    Article 55 Modification of the statutes or of the instrument of incorporation Articles 3 to 6 and Articles 45 to 54 shall be without prejudice to the provisions of Member States on competence and procedure relating to the modification of the statutes or of the instrument of incorporation.

    Empreinte du texte 8275345dd50855c9e932f33fec61756ccb15637a7ba70194ea9230fa62b48a38, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/055

71. 056 Article 56

    Article 56 General rules on distribution 1. Except for cases of reductions of subscribed capital, no distribution to shareholders may be made when on the closing date of the last financial year the net assets as set out in the company's annual accounts are or, following such a distribution, would become, lower than the amount of the subscribed capital plus those reserves which may not be distributed under the law or the statutes of the company. 2. Where the uncalled part of the subscribed capital is not included in the assets shown in the balance sheet, that amount shall be deducted from the amount of subscribed capital referred to in paragraph 1. 3. The amount of a distribution to shareholders may not exceed the amount of the profits at the end of the last financial year plus any profits brought forward and sums drawn from reserves available for this purpose, less any losses brought forward and sums placed to reserve in accordance with the law or the statutes. 4. The term ‘distribution’ used in paragraphs 1 and 3 includes, in particular, the payment of dividends and of interest relating to shares. 5. When the laws of a Member State allow the payment of interim dividends, at least the following conditions shall apply: (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 this purpose, less losses brought forward and sums to be placed to reserve pursuant to the requirements of the law or the statutes. 6. Paragraphs 1 to 5 shall not affect the provisions of the Member States as regards increases in subscribed capital by capitalisation of reserves. 7. The laws of a Member State may provide for derogation from paragraph 1 in the case of investment companies with fixed capital. For the purposes of this paragraph, the term ‘investment company with fixed capital’ means only companies: (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. In so far as the laws of Member States make use of the option they shall: (a) require such companies to include the term ‘investment company’ in all documents indicated in Article 26; (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, less than one-and-a-half times the amount of the company's total liabilities to creditors as set out in the annual accounts; and (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.

    Empreinte du texte 6e90ab7726508e5db602d43030752d975bcb4e72367b75b9286a0267cb52b96e, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/056

72. 057 Article 57

    Article 57 Recovery of distributions unlawfully made Any distribution made contrary to Article 56 shall be returned by shareholders who have received it if the company proves that those shareholders knew of the irregularity of the distributions made to them, or could not in view of the circumstances have been unaware of it.

    Empreinte du texte c1e1ffed30bbd821b98ed292a364fa14ec4400586e96ea95beaf0b82b7dba9be, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/057

73. 058 Article 58

    Article 58 Serious loss of the subscribed capital 1. In the case of a serious loss of the subscribed capital, a general meeting of shareholders shall be called within the period laid down by the laws of the Member States, to consider whether the company should be wound up or any other measures taken. 2. The amount of a loss deemed to be serious within the meaning of paragraph 1 shall not be set by the laws of Member States at a figure higher than half the subscribed capital.

    Empreinte du texte ba94db453c923555ddebf22e81b276bb0a950ed25791acbb21f7575d7ed0fab5, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/058

74. 059 Article 59

    Article 59 No subscription of own shares 1. The shares of a company may not be subscribed for by the company itself. 2. If the shares of a company have been subscribed for by a person acting in his or her own name, but on behalf of the company, the subscriber shall be deemed to have subscribed for them for his or her own account. 3. The persons or companies or firms referred to in point (i) of Article 4 or, in cases of an increase in subscribed capital, the members of the administrative or management body shall be liable to pay for shares subscribed in contravention of this Article. However, the laws of a Member State may provide that any such person may be released from his or her obligation if they prove that no fault is attributable to them personally.

    Empreinte du texte f4ed048be4630ec4bf4a30f0ff69c0ab9c742733bad5ff90d83e009d2bb26ea8, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/059

75. 060 Article 60

    Article 60 Acquisition of own shares 1. Without prejudice to the principle of equal treatment of all shareholders who are in the same position, and to Regulation (EU) No 596/2014, Member States may permit a company to acquire its own shares, either itself or through a person acting in his or her own name but on the company's behalf. To the extent that the acquisitions are permitted, Member States shall make such acquisitions subject to the following conditions: (a) authorisation is 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 determined by national law without, however, exceeding five years, and, in the case of acquisition for value, the maximum and minimum consideration. Members of the administrative or management body shall satisfy themselves that, at the time when each authorised acquisition is effected, the conditions referred to in points (b) and (c) are respected; (b) the acquisitions, including shares previously acquired by the company and held by it, and shares acquired by a person acting in his or her own name but on the company's behalf, cannot have the effect of reducing the net assets below the amount referrred to in Article 56(1) and (2); and (c) only fully paid-up shares can be included in the transaction. Furthermore, Member States may subject acquisitions within the meaning of the first subparagraph to any of the following conditions: (a) 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, does not exceed a limit to be determined by Member States; this limit may not be lower than 10 % of the subscribed capital; (b) 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 of incorporation of the company; (c) the company complies with appropriate reporting and notification requirements; (d) certain companies, as determined by Member States, can be required to cancel the acquired shares provided that an amount equal to the nominal value of the shares cancelled is included in a reserve which cannot be distributed to the shareholders, except in the event of a reduction in the subscribed capital; this reserve may be used only for the purposes of increasing the subscribed capital by the capitalisation of reserves; (e) the acquisition does not prejudice the satisfaction of creditors' claims. 2. The laws of a Member State may provide for derogations from the first sentence of point (a) of the first subparagraph of paragraph 1 where the acquisition of a company's own shares is necessary to prevent serious and imminent harm to the company. In such a case, the next general meeting shall be informed by the administrative or management body of the reasons for and nature of the acquisitions effected, of the number and nominal value or, in the absence of a nominal value, the accountable par, of the shares acquired, of the proportion of the subscribed capital which they represent, and of the consideration for those shares. 3. Member States may decide not to apply the first sentence of point (a) of the first subparagraph of paragraph 1 to shares acquired by either the company itself or by a person acting in his or her own name but on the company's behalf, for distribution to that company's employees or to the employees of an associate company. Such shares shall be distributed within 12 months of their acquisition.

    Empreinte du texte 4d8ce05cb5c5fcf6b902236b7ef2e8a5d71d7c6b5d4a5adc28b2574a34b0273c, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/060

76. 061 Article 61

    Article 61 Derogation from rules on acquisition of own shares 1. Member States may decide not to apply Article 60 to: (a) shares acquired in carrying out a decision to reduce capital, or in the circumstances referred to in Article 82; (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; (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 transfer of shares; (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; (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 56(7), and acquired at the investor's request by that company or by an associate company. Point (a) of the third subparagraph of Article 56(7) shall apply. Such acquisitions may not have the effect of reducing the net assets below the amount of the subscribed capital plus any reserves the distribution of which is forbidden by law. 2. Shares acquired in the cases listed in points (b) to (g) of paragraph 1 shall, however, be disposed of within not more than three years of their acquisition unless the nominal value or, in the absence of a nominal value, the accountable par of the shares acquired, including shares which the company may have acquired through a person acting in his own name but on the company's behalf, does not exceed 10 % of the subscribed capital. 3. If the shares are not disposed of within the period laid down in paragraph 2, they shall be cancelled. The laws of a Member State may make this cancellation subject to a corresponding reduction in the subscribed capital. Such a reduction shall be prescribed where the acquisition of shares to be cancelled results in the net assets having fallen below the amount specified in Article 56(1) and (2).

    Empreinte du texte 970325021081b640ed21d20168ac3e0a4222087ac3cd004323e5509b430d7478, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/061

77. 062 Article 62

    Article 62 Consequences of illegal acquisition of own shares Shares acquired in contravention of Articles 60 and 61 shall be disposed of within one year of their acquisition. If they are not disposed of within that period, Article 61(3) shall apply.

    Empreinte du texte bf0742679bef6923606e4fdab1b693b9f2c9cdf835b10a6f264ffd96188eaad1, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/062

78. 063 Article 63

    Article 63 Holding of own shares and annual report in case of acquisition of own shares 1. Where the laws of a Member State permit a company to acquire its own shares, either itself or through a person acting in his or her own name but on the company's behalf, they shall make the holding of these shares at all times subject to at least the following conditions: (a) among the rights attaching to the shares, the right to vote attaching to the company's own shares must 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. 2. Where the laws of a Member State permit a company to acquire its own shares, either itself or through a person acting in his or her own name but on the company's behalf, they shall require the annual report to state at least: (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; (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.

    Empreinte du texte c0dba159a9c1f3ad7eaf77a7e38ebd5fa11a5b8418e133b564aa23e04d8bf9fa, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/063

79. 064 Article 64

    Article 64 Financial assistance by a company for acquisition of its shares by a third party 1. Where Member States permit a company to, either directly or indirectly, advance funds or make loans or provide security, with a view to the acquisition of its shares by a third party, they shall make such transactions subject to the conditions set out in paragraphs 2 to 5. 2. The transactions shall take place under the responsibility of the administrative or management body at fair market conditions, especially with regard to interest received by the company and with regard to security provided to the company for the loans and advances referred to in paragraph 1. The credit standing of the third party or, in the case of multiparty transactions, of each counterparty thereto shall have been duly investigated. 3. The transactions shall be submitted by the administrative or management body to the general meeting for prior approval, whereby the general meeting shall act in accordance with the rules for a quorum and a majority laid down in Article 83. The administrative or management body shall present a written report to the general meeting, indicating: (a) the reasons for the transaction; (b) the interest of the company in entering into such a transaction; (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 (e) the price at which the third party is to acquire the shares. This report shall be submitted to the register for publication in accordance with Article 16. 4. The aggregate financial assistance granted to third parties shall at no time result in the reduction of the net assets below the amount specified in Article 56(1) and (2), taking into account also any reduction of the net assets that may have occurred through the acquisition, by the company or on behalf of the company, of its own shares in accordance with Article 60(1). The company shall include, among the liabilities in the balance sheet, a reserve, unavailable for distribution, of the amount of the aggregate financial assistance. 5. Where a third party by means of financial assistance from a company acquires that company's own shares within the meaning of Article 60(1) or subscribes for shares issued in the course of an increase in the subscribed capital, such acquisition or subscription shall be made at a fair price. 6. Paragraphs 1 to 5 shall not apply to transactions concluded by banks and other financial institutions in the normal course of business, nor to transactions effected with a view to the acquisition of shares by or for the company's employees or the employees of an associate company. However, these transactions may not have the effect of reducing the net assets below the amount specified in Article 56(1). 7. Paragraphs 1 to 5 shall not apply to transactions effected with a view to acquisition of shares as described in of Article 61(1)(h).

    Empreinte du texte 490332ce3e2415d501001539ddc0d8adc119a1d44d9ba65fff2b3d96b4742435, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/064

80. 065 Article 65

    Article 65 Additional safeguards in case of related party transactions In cases where individual members of the administrative or management body of the company being party to a transaction referred to in Article 64(1) of this Directive, or of the administrative or management body of a parent undertaking within the meaning of Article 22 of Directive 2013/34/EU or such parent undertaking itself, or individuals acting in their own name, but on behalf of the members of such bodies or on behalf of such undertaking, are counterparties to such a transaction, Member States shall ensure through adequate safeguards that such transaction does not conflict with the company's best interests.

    Empreinte du texte 894f0d7e3cf6f3bb044ec1ccb65810dca7df1548d19cfb044733c0ee2e6ed319, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/065

81. 066 Article 66

    Article 66 Acceptance of the company's own shares as security 1. The acceptance of the company's own shares as security, either by the company itself or through a person acting in his own name but on the company's behalf, shall be treated as an acquisition for the purposes of Article 60, Article 61(1), and Articles 63 and 64. 2. The Member States may decide not to apply paragraph 1 to transactions concluded by banks and other financial institutions in the normal course of business.

    Empreinte du texte 076c316a0835140cf18912c609e1322ae6448f11a082aad5aa231dcc2d9d34c4, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/066

82. 067 Article 67

    Article 67 Subscription, acquisition or holding of shares by a company in which the public limited liability company holds a majority of the voting rights or on which it can exercise a dominant influence 1. The subscription, acquisition or holding of shares in a public limited liability company by another company of a type listed in Annex II in which the public limited liability company directly or indirectly holds a majority of the voting rights or on which it can directly or indirectly exercise a dominant influence shall be regarded as having been effected by the public limited liability company itself. The first subparagraph shall also apply where the other company is governed by the law of a third country and has a legal form comparable to those listed in Annex II. However, where the public limited liability company holds a majority of the voting rights indirectly or can exercise a dominant influence indirectly, Member States need not apply the first and the second subparagraphs if they provide for the suspension of the voting rights attached to the shares in the public limited liability company held by the other company. 2. In the absence of coordination of national legislation on groups of companies, Member States may: (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 liability company: (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; (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. 3. Member States need not apply the first and second subparagraphs of paragraph 1 where the subscription, acquisition or holding is effected on behalf of a person other than the person subscribing, acquiring or holding the shares, who is neither the public limited liability company referred to in paragraph 1 nor another company in which the public limited liability company directly or indirectly holds a majority of the voting rights or on which it can directly or indirectly exercise a dominant influence. 4. Member States need not apply the first and second subparagraphs of paragraph 1 where the subscription, acquisition or holding is effected by the other company in its capacity and in the context of its activities as a professional dealer in securities, provided that it is a member of a stock exchange situated or operating within a Member State, or is approved or supervised by an authority of a Member State competent to supervise professional dealers in securities which, within the meaning of this Directive, may include credit institutions. 5. Member States need not apply the first and second subparagraphs of paragraph 1 where shares in a public limited liability company held by another company were acquired before the relationship between the two companies corresponded to the criteria laid down in paragraph 1. However, the voting rights attached to those shares shall be suspended and the shares shall be taken into account when it is determined whether the condition laid down in Article 60(1)(b) is fulfilled. 6. Member States need not apply Article 61(2) or (3) or Article 62 where shares in a public limited liability company are acquired by another company on condition that they provide for: (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 61(2) and (3) and Article 62 at the price at which the other company acquired them; this sanction shall be inapplicable only where the members of the administrative or the management organ of the public limited liability company prove that that company played no part whatsoever in the subscription for or acquisition of the shares in question.

    Empreinte du texte 619e4131b2716093a717aec340b47087a25321d08aa5f328cef0e22b9f721ca2, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/067

83. 068 Article 68

    Article 68 Decision by the general meeting on the increase of capital 1. Any increase in capital shall be decided upon by the general meeting. Both that decision and the increase in the subscribed capital shall be published in the manner laid down by the laws of each Member State, in accordance with Article 16. 2. Nevertheless, the statutes or instrument of incorporation or the general meeting, the decision of which is to be published in accordance with the rules referred to in paragraph 1, may authorise an increase in the subscribed capital up to a maximum amount which they shall fix with due regard for any maximum amount provided for by law. Where appropriate, the increase in the subscribed capital shall be decided on within the limits of the amount fixed by the company body empowered to do so. The power of such body in this respect shall be for a maximum period of five years and may be renewed one or more times by the general meeting, each time for a period not exceeding five years. 3. Where there are several classes of shares, the decision by the general meeting concerning the increase in capital referred to in paragraph 1 or the authorisation to increase the capital referred to in paragraph 2, shall be subject to a separate vote at least for each class of shareholder whose rights are affected by the transaction. 4. This Article shall apply to the issue of all securities which are convertible into shares or which carry the right to subscribe for shares, but not to the conversion of such securities, nor to the exercise of the right to subscribe.

    Empreinte du texte 3d45433fcc20fc2d2d1a7717c81ff2bf6250c7ecff7c81f7acf153f535bb506e, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/068

84. 069 Article 69

    Article 69 Paying up shares issued for consideration Shares issued for consideration, in the course of an increase in subscribed capital, shall be paid up to at least 25 % of their nominal value or, in the absence of a nominal value, of their accountable par. Where provision is made for an issue premium, it shall be paid in full.

    Empreinte du texte 51fabf76d76649091ed2ef2e723c449afa4bc2f2ad3c1e46a00719c729449e94, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/069

85. 070 Article 70

    Article 70 Shares issued for consideration other than in cash 1. Where shares are issued for consideration other than in cash in the course of an increase in the subscribed capital, the consideration shall be transferred in full within a period of five years from the decision to increase the subscribed capital. 2. The consideration referred to in paragraph 1 shall be the subject of a report drawn up before the increase in capital is made by one or more experts who are independent of the company and appointed or approved by an administrative or judicial authority. Such experts may be natural persons as well as legal persons and companies and firms under the laws of each Member State. Article 49(2) and (3) and Articles 50 and 51 shall apply. 3. Member States may decide not to apply paragraph 2 in the event of an increase in subscribed capital made in order to give effect to a merger, a division or a public offer for the purchase or exchange of shares and to pay the shareholders of the company which is being absorbed or divided, or which is the object of the public offer for the purchase or exchange of shares. In the case of a merger or a division, however, Member States shall apply the first subparagraph only where a report by one or more independent experts on the draft terms of merger or division is drawn up. Where Member States decide to apply paragraph 2 in the case of a merger or a division, they may provide that the report under this Article and the report by one or more independent experts on the draft terms of merger or division may be drawn up by the same expert or experts. 4. Member States may decide not to apply paragraph 2 if all the shares issued in the course of an increase in subscribed capital are issued for a consideration other than in cash to one or more companies, on condition that all the shareholders in the company which receive the consideration have agreed not to have an experts' report drawn up and that the requirements of points (b) to (f) of Article 49(4) are met.

    Empreinte du texte 4798a0c2f85356ebbe806c4f0c53925723ceb78eedc5ea4e5d1b3cb5dd098cc7, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/070

86. 071 Article 71

    Article 71 Increase in capital not fully subscribed Where an increase in capital is not fully subscribed, the capital will be increased by the amount of the subscriptions received only if the conditions of the issue so provide.

    Empreinte du texte 409957fdf69694dd68cab2eab96cb63d00c38adb2010d199f80e2586d5d6ffa0, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/071

87. 072 Article 72

    Article 72 Increase in capital by consideration in cash 1. Whenever the capital is increased by consideration in cash, the shares shall be offered on a pre-emptive basis to shareholders in proportion to the capital represented by their shares. 2. The laws of a Member State: (a) need not apply paragraph 1 to shares which carry a limited right to participate in distributions within the meaning of Article 56 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 56 or in assets in the event of liquidation, is increased by issuing new shares in only one of these classes, the right of pre-emption of shareholders of the other classes to be exercised only after the exercise of this right by the shareholders of the class in which the new shares are being issued. 3. Any offer of subscription on a pre-emptive basis and the period within which this right shall be exercised shall be published in the national gazette appointed in accordance with Article 16. However, the laws of a Member State need not provide for such publication where all of a company's shares are registered. In such case, all the company's shareholders shall be informed in writing. The right of pre-emption shall be exercised within a period which shall not be less than 14 days from the date of publication of the offer or from the date of dispatch of the letters to the shareholders. 4. The right of pre-emption may not be restricted or withdrawn by the statutes or instrument of incorporation. This may, however, be done by decision of the general meeting. The administrative or management body shall be required to present to such a meeting a written report indicating the reasons for restriction or withdrawal of the right of pre-emption, and justifying the proposed issue price. The general meeting shall act in accordance with the rules for a quorum and a majority laid down in Article 83. Its decision shall be published in the manner laid down by the laws of each Member State, in accordance with Article 16. 5. The laws of a Member State may provide that the statutes, the instrument of incorporation or the general meeting, acting in accordance with the rules for a quorum, a majority and publication set out in paragraph 4 of this Article, may give the power to restrict or withdraw the right of pre-emption to the company body which is empowered to decide on an increase in subscribed capital within the limit of the authorised capital. This power may not be granted for a longer period than the power for which provision is made in Article 68(2). 6. Paragraphs 1 to 5 shall apply to the issue of all securities which are convertible into shares or which carry the right to subscribe for shares, but not to the conversion of such securities, nor to the exercise of the right to subscribe. 7. The right of pre-emption is not excluded for the purposes of paragraphs 4 and 5 where, in accordance with the decision to increase the subscribed capital, shares are issued to banks or other financial institutions with a view to their being offered to shareholders of the company in accordance with paragraphs 1 and 3.

    Empreinte du texte 44858b6816e395903e962bb203674c9e89845d2eadc09dfe3adaace5f114c661, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/072

88. 073 Article 73

    Article 73 Decision by the general meeting on reduction in the subscribed capital Any reduction in the subscribed capital, except under a court order, shall be subject at least to a decision of the general meeting acting in accordance with the rules for a quorum and a majority laid down in Article 83 without prejudice to Articles 79 and 80. Such decision shall be published in the manner laid down by the laws of each Member State in accordance with Article 16. The notice convening the meeting shall specify at least the purpose of the reduction and the way in which it is to be carried out.

    Empreinte du texte ce4ff58c8b03acb14df1187c062b00b8c3e8817815377521e81ef9575ce19028, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/073

89. 074 Article 74

    Article 74 Reduction in the subscribed capital in case of several classes of shares Where there are several classes of shares, the decision by the general meeting concerning a reduction in the subscribed capital shall be subject to a separate vote, at least for each class of shareholders whose rights are affected by the transaction.

    Empreinte du texte 9739772dd62f7d574c360d3d9ee9c41caa3443a272fc7f6080b323358755f7d4, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/074

90. 075 Article 75

    Article 75 Safeguards for creditors in case of reduction in the subscribed capital 1. In the event of a reduction in the subscribed capital, at least the creditors whose claims antedate the publication of the decision on the reduction shall at least have the right to obtain security for claims which have not fallen due by the date of that publication. Member States may not set aside such a right unless the creditor has adequate safeguards, or unless such safeguards are not necessary having regard to the assets of the company. Member States shall lay down the conditions for the exercise of the right provided for in the first subparagraph. In any event, Member States shall ensure that the creditors are authorised to apply to the appropriate administrative or judicial authority for adequate safeguards provided that they can credibly demonstrate that due to the reduction in the subscribed capital the satisfaction of their claims is at stake, and that no adequate safeguards have been obtained from the company. 2. The laws of the Member States shall also stipulate at least that the reduction shall be void, or that no payment may be made for the benefit of the shareholders, until the creditors have obtained satisfaction or a court has decided that their application should not be acceded to. 3. This Article shall apply where the reduction in the subscribed capital is brought about by the total or partial waiving of the payment of the balance of the shareholders' contributions.

    Empreinte du texte d6f31afc9b74dd29a742c338cf019025aa665faef082ac1346729abe6c065de4, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/075

91. 076 Article 76

    Article 76 Derogation from safeguards for creditors in case of reduction in the subscribed capital 1. Member States need not apply Article 75 to a reduction in the subscribed capital the purpose of which is to offset losses incurred or to include sums of money in a reserve provided that, following this operation, the amount of such reserve is not more than 10 % of the reduced subscribed capital. Except in the event of a reduction in the subscribed capital, this reserve may not be distributed to shareholders; it may be used only for offsetting losses incurred or for increasing the subscribed capital by the capitalisation of such reserve, in so far as the Member States permit such an operation. 2. In the cases referred to in paragraph 1, the laws of the Member States shall at least provide for the measures necessary to ensure that the amounts deriving from the reduction of subscribed capital may not be used for making payments or distributions to shareholders, or discharging shareholders from the obligation to make their contributions.

    Empreinte du texte 011e83d282f6509725d85af56e726f672638fa53213fed4d36849740293d454f, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/076

92. 077 Article 77

    Article 77 Reduction in the subscribed capital and the minimum capital The subscribed capital may not be reduced to an amount less than the minimum capital laid down in accordance with Article 45. However, Member States may permit such a reduction if they also provide that the decision to reduce the subscribed capital may take effect only when the subscribed capital is increased to an amount at least equal to the prescribed minimum.

    Empreinte du texte 9d4ce1465afc89a54ffb6736adc3d449872b0e6a94d620c61508bfbc6d8339e2, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/077

93. 078 Article 78

    Article 78 Redemption of subscribed capital without reduction Where the laws of a Member State authorise total or partial redemption of the subscribed capital without reduction of the latter, they shall at least require that the following conditions are observed: (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 decided upon by the general meeting acting at least under the conditions of quorum and majority laid down in Article 83; the decision shall be published in the manner prescribed by the laws of Member States, in accordance with Article 16; (b) only sums which are available for distribution within the meaning of Article 56(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.

    Empreinte du texte 7dfaee2ba85976bc49b150ad50a3a0d9ebb51c90414febdc78e28a11ae4b57a1, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/078

94. 079 Article 79

    Article 79 Reduction in the subscribed capital by compulsory withdrawal of shares 1. Where the laws of a Member State allow companies to reduce their subscribed capital by compulsory withdrawal of shares, they shall require that at least the following conditions are observed: (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; (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 75 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 56(1) to (4); in these cases, an amount equal to the nominal value or, in the absence thereof, to the accountable par of all the withdrawn shares must be included in a reserve; except in the event of a reduction in the subscribed capital, this reserve may not be distributed to shareholders; it can be used only for offsetting losses incurred or for increasing the subscribed capital by the capitalisation of such reserve, in so far as Member States permit such an operation; and (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 16. 2. The first paragraph of Article 73 and Articles 74, 76 and 83 shall not apply to the cases to which paragraph 1 of this Article refers.

    Empreinte du texte fe33e495262376aa69c61836d036b3ebe27e464d0f660dc5efed3fa29876d779, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/079

95. 080 Article 80

    Article 80 Reduction in the subscribed capital by the withdrawal of shares acquired by the company itself or on its behalf 1. In the case of a reduction in the subscribed capital by the withdrawal of shares acquired by the company itself or by a person acting in his own name but on behalf of the company, the withdrawal shall always be decided on by the general meeting. 2. Article 75 shall apply unless the shares are fully paid up and are acquired free of charge or using sums available for distribution in accordance with Article 56(1) to (4); in these cases an amount equal to the nominal value or, in the absence thereof, to the accountable par of all the shares withdrawn shall be included in a reserve. Except in the event of a reduction in the subscribed capital, this reserve may not be distributed to shareholders. It may be used only for offsetting losses incurred or for increasing the subscribed capital by the capitalisation of such reserve, in so far as the Member States permit such an operation. 3. Articles 74, 76 and 83 shall not apply to the cases to which paragraph 1 of this Article refers.

    Empreinte du texte d245b20d9e7c24bd20060523019640a2b83f0026c8f5b2ec80ed374d7db93d3b, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/080

96. 081 Article 81

    Article 81 Redemption of the subscribed capital or its reduction by withdrawal of shares in case of several classes of shares In the cases covered by Article 78, Article 79(1)(b) and Article 80(1), when there are several classes of shares, the decision by the general meeting concerning redemption of the subscribed capital or its reduction by withdrawal of shares shall be subject to a separate vote, at least for each class of shareholders whose rights are affected by the transaction.

    Empreinte du texte 0078fa8a7a8ca37a93bd3585d6841cfe1264e84bb7eaaf6026060bdcfbbc7224, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/081

97. 082 Article 82

    Article 82 Conditions for redemption of shares Where the laws of a Member State authorise companies to issue redeemable shares, they shall require that the following conditions, at least, are complied with for the redemption of such shares: (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; (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 56(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 increasing the subscribed capital by the capitalisation of reserves; (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 56(1) to (4), or from a reserve other than that referred to in point (e) of this Article which may not be distributed to shareholders except in the event of a reduction in the subscribed capital; this reserve may be used only for the purposes of increasing the subscribed capital by the capitalisation of reserves or for covering the costs referred to in point (j) of Article 4 or the cost of issuing shares or debentures or for the payment of a premium to holders of redeemable shares or debentures; (h) notification of redemption shall be published in the manner laid down by the laws of each Member State in accordance with Article 16.

    Empreinte du texte 61bdd2d50009abde87c45ed65ad6eea6c466469b029a9c00fe58e2a7c319fcbb, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/082

98. 083 Article 83

    Article 83 Voting requirements for the decisions of the general meeting The laws of the Member States shall provide that the decisions referred to in Article 72(4) and (5) and Articles 73, 74, 78 and 81 are to be taken at least by a majority of not less than two thirds of the votes attaching to the securities or the subscribed capital represented. The laws of the Member States may, however, lay down that a simple majority of the votes specified in the first paragraph is sufficient when at least half the subscribed capital is represented.

    Empreinte du texte 0fb251a730f424754d996ee7d6ec06f2747c0e2e44d18eb81f2316999a0e8982, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/083

99. 084 Article 84

    Article 84 Derogation from certain requirements 1. Member States may derogate from the first paragraph of Article 48, the first sentence of Article 60(1)(a) and Articles 68, 69 and 72 to the extent that such derogations are necessary for the adoption or application of provisions designed to encourage the participation of employees, or other groups of persons defined by national law, in the capital of undertakings. 2. Member States may decide not to apply the first sentence of Article 60(1)(a) and Articles 73, 74 and 79 to 82 to companies incorporated under a special law which issue both capital shares and workers' shares, the latter being issued to the company's employees as a body, who are represented at general meetings of shareholders by delegates having the right to vote. 3. Member States shall ensure that Article 49, Article 58(1), Article 68(1), (2) and (3), the first subparagraph of Article 70(2), Articles 72 to 75, 79, 80 and 81 of this Directive do not apply in the case of application of the resolution tools, powers and mechanisms provided for in Title IV of Directive 2014/59/EU of the European Parliament and of the Council or in Title V of Regulation (EU) 2021/23 of the European Parliament and of the Council. 4. Member States shall derogate from Article 58(1), Article 68, Articles 72, 73, and 74, point (b) of Article 79(1), Article 80(1) and Article 81 to the extent and for the period that such derogations are necessary for the establishment of the preventive restructuring frameworks provided for in Directive (EU) 2019/1023 of the European Parliament and of the Council. The first subparagraph shall be without prejudice to the principle of equal treatment of shareholders.

    Empreinte du texte b61332d5015281b7cebbe701dee0ade1919398059cf99f70da7887861efb1429, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/084

100. 085 Article 85

     Article 85 Equal treatment of all shareholders who are in the same position For the purposes of the implementation of this Chapter, the laws of the Member States shall ensure equal treatment to all shareholders who are in the same position.

     Empreinte du texte 7b77c31651cf310a3a1278a9db2b4da0d0df9a606fdc1462cd40666a26057774, empreinte du corps d01e5391d8d484aa3f95f69327a7e07ffbd4c7c10c102d4cbd18d5191c58ace6, source officielle https://publications.europa.eu/resource/cellar/8b6370a6-1dd6-11ed-8fa0-01aa75ed71a1.0001.01, /eu-eurlex/32017L1132/2022-08-12--6820872ca37cfbbd184606c4e61dc0eca9a2ff2b98fd84fa821c447297863f1c/eng/085