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Domestic divisions of public limited liability companies: sixth Directive

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Domestic divisions of public limited liability companies: sixth Directive

The aim of this Directive is to lay down rules concerning divisions of public limited liability companies from the same Member State.

ACT

Sixth Council Directive 82/891/EEC of 17 December 1982 based on Article 54(3)(g) of the Treaty, concerning the division of public limited liability companies.

SUMMARY

The Directive lays down rules for division by acquisition *, division by the formation of new companies * and division under the supervision of a judicial authority *.

Division by acquisition and division by the formation of new companies

Draft terms of division, an instrument negotiated by the administrative or management bodies of the companies involved in a division, must be drawn up. The draft must contain a minimum of particulars, including the share exchange ratio and the rights conferred by the recipient companies on the holders of shares to which special rights are attached and the holders of securities other than shares. It must be published in the manner prescribed by the law of each Member State.

A division requires at least the approval of a general meeting of each company involved in the division. The administrative or management bodies of a company being divided must supply certain information to the general meeting of that company and to the administrative or management bodies of the recipient companies.

Strict safeguards ensure the protection of shareholders and, in particular, creditors. As regards the latter, the main safeguard consists in the joint and several liability of the recipient companies where one of them does not discharge an obligation transferred to it under the division. The Member States may provide that the recipient companies will be jointly and severally liable for the obligations of the company being divided.

Division under the supervision of a judicial authority

Where the judicial authority establishes that no prejudice would be caused to shareholders or creditors, it may relieve the companies involved in the division from applying certain rules applicable to divisions by acquisition and divisions by the formation of new companies.

Key terms of the Act

  • Division by acquisition:
  • Division by the formation of new companies:
  • Divisions under the supervision of a judicial authority:

References

Act

Entry into force

Deadline for transposition in the Member States

Official Journal

Directive 1982/891/EEC

22.12.1982

1.1.1986

OJ L 378 of 31.12.1982

Amending Act(s)

Entry into force

Deadline for transposition in the Member States

Official Journal

Directive 2007/63/EC

7.12.2007

31.9.2008

OJ L 300 of 17.11.2007

Directive 2009/109/EC

22.10.2009

30.6.2011

OJ L 259 of 2.10.2009

The successive amendments and corrections to Directive 1982/891/EEC have been incorporated into the basic text. This consolidated version is for reference only.

Last updated: 18.02.2011

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