- acquiring company
shall mean the new company.
- company
means a limited liability company of a type listed in Annex II;
- company being acquired
shall mean the companies which will cease to exist, and ‘acquiring company’ shall mean the new company.
- company being divided
means a company which, in the process of a cross-border division, transfers all its assets and liabilities to two or more companies in the case of a full division, or transfers part of its assets and liabilities to one or more companies in the case of a partial division or division by separation;
- converted company
means a company formed in a destination Member State as a result of a cross-border conversion.
- 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 at least its registered office to the destination Member State, while retaining its legal personality;
- departure Member State
means a Member State in which a company is registered prior to a cross-border conversion;
- destination Member State
means a Member State in which a converted company is registered as a result of a cross-border conversion;
- division
means an operation whereby:
- division by acquisition
shall mean the operation whereby, after being wound up without going into liquidation, a company transfers to more than one company all its assets and liabilities in exchange for the allocation to the shareholders of the company being divided of shares in the companies receiving contributions as a result of the division (hereinafter referred to as ‘recipient companies’) and possibly a cash payment not exceeding 10 % of the nominal value of the shares allocated or, where they have no nominal value, of their accounting par value.
- division by the formation of new companies
means the operation whereby, after being wound up without going into liquidation, a company transfers to more than one newly-formed company all its assets and liabilities in exchange for the allocation to the shareholders of the company being divided of shares in the recipient companies, and possibly a cash payment not exceeding 10 % of the nominal value of the shares allocated or, where they have no nominal value, of their accounting par value.
- draft terms of merger
shall mean ‘draft terms of division’.
- electronic identification means
means an electronic identification means as defined in point (2) of Article 3 of Regulation (EU) No 910/2014 of the European Parliament and of the Council
- electronic identification scheme
means an electronic identification scheme as defined in point (4) of Article 3 of Regulation (EU) No 910/2014;
- electronic means
means electronic equipment used for the processing, including digital compression, and the storage of data, and through which information is initially sent and received at its destination;
- formation
means the whole process of establishing a company in accordance with national law, including the drawing up of the company’s instrument of constitution and all the necessary steps for the entry of the company in the register;
- merger
means an operation whereby:
- merger by acquisition
shall mean the operation whereby one or more companies are wound up without going into liquidation and transfer to another all their assets and liabilities in exchange for the issue to the shareholders of the company or companies being acquired of shares in the acquiring company and a cash payment, if any, not exceeding 10 % of the nominal value of the shares so issued or, where they have no nominal value, of their accounting par value.
- merger by the formation of a new company
shall mean the operation whereby several companies are wound up without going into liquidation and transfer to a company that they set up all their assets and liabilities in exchange for the issue to their shareholders of shares in the new company and a cash payment, if any, not exceeding 10 % of the nominal value of the shares so issued or, where they have no nominal value, of their accounting par value.
- merging companies
shall mean ‘the companies involved in a division’, the term ‘company being acquired’ shall mean ‘the company being divided’, the term ‘acquiring company’ shall mean ‘each of the recipient companies’ and the term ‘draft terms of merger’ shall mean ‘draft terms of division’.
- recipient company
means a company newly formed in the course of a cross-border division;
- registration of a branch
means a process leading to disclosure of documents and information relating to a branch newly opened in a Member State;
- template
means a model for the instrument of constitution of a company which is drawn up by Member States in compliance with national law and is used for the online formation of a company in accordance with Article 13g.