Directive 2005/56 / EC on mergers between corporations from different member states

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Directive 2005/56 / EC

Title: Directive 2005/56 / EC of the European Parliament and of the Council of October 26, 2005 on the merger of corporations from different member states
Designation:
(not official)
Merger Directive
Scope: EEA
Date of issue: October 26, 2005
Release date: November 25, 2005
Come into effect: December 15, 2005
To be used from: December 15, 2007
Expiry: 19th July 2017
Full text Consolidated version (not official)
basic version
Regulation has expired.
Please note the information on the current version of legal acts of the European Union !

The Directive 2005/56 / EC of the European Parliament and of the Council concerning mergers of limited liability companies from different Member States of 26 October 2005 (not official: Merger Directive ) was a European law and should serve the merger of corporations from different Member States of the European Union to enable. At the European level, it aimed to initiate the introduction of corporate and labor law instruments in the member states of the European Union as the basis for the Europe-wide cross-border merger of corporations. The Merger Directive was passed on October 26, 2005 and published as Directive 2005/56 / EC on November 25, 2005.

The legal situation regarding the cross-border merger of corporations was initially confused, especially from a German perspective.

With the entry into force of the law for the implementation of the regulations on the co-determination of employees in cross-border mergers ( MgVG ) on December 29, 2006 and with the entry into force of the company law on April 25, 2007, the requirements of the merger directive were implemented in national German law.

The directive was amended by Directive 2009/109 / EC of the European Parliament and of the Council of September 16, 2009 amending Council Directives 77/91 / EEC, 78/855 / EEC and 82/891 / EEC as well as the Directive 2005/56 / EC with regard to the reporting and documentation requirements for mergers and divisions. Directive 2005/56 / EC was repealed on July 19, 2017 by Directive (EU) 2017/1132 .

See also

Merger (economy)

literature

  • Sebastian Herrler, Susanne Schneider: From Limited to GmbH - Merger of the Limited with a German branch into a GmbH. Beck, Munich 2010, ISBN 978-3-406-59684-1 .
  • Holger Michael Kleinhenz: The cross-border merger involving German companies after the implementation of Directive 2005/56 / EC. Driesen, Taunusstein 2008, ISBN 978-3-86866-104-0 .

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