Database on German and European Economic Law

 Directive 2005/56/EC

I. Description

The purpose of the Directive, which is to be viewed against the background of the Financial Services  Action Plan and the Communication from the Commission to the Council and the European Parliament of 21 May 2003 entitled Modernising Company Law and Enhancing Corporate Governance in the European Union – A Plan to Move Forward, is to fill a significant gap in company law left by the need to facilitate cross-border mergers of commercial companies without the national laws governing them – as a rule the laws of the countries where their head offices are situated – forming an obstacle.

At present, as Community law now stands, such mergers are possible only if the companies wishing to merge are established in certain Member States. In other Member States, the differences between the national laws applicable to each of the companies which intend to merge are such that the companies have to resort to complex and costly legal arrangements. These arrangements often complicate the operation and are not always implemented with all the requisite transparency and legal certainty. They result, moreover, as a rule in the acquired companies being wound up – a very expensive operation.

There is an increasing need today in the Community of Fifteen for cooperation between companies from different Member States, as there will be tomorrow in the future enlarged Union, not forgetting the EFTA countries.

II. General Information

Title

Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies

Status
Repealed
Directive
2005/56/EC
Source
O.J. EC No L (Legislation), Edition 310, Year 2005, p.1 - 9
Adoption
10/26/2005
Promulgation
11/25/2005
Character
Regular Act
Legal Basis
Art. 44 EC
Legislative Procedure
Codecision procedure

III. Versions and Legislative History

1. Versions

Titel
Allg. Daten
Textfassung

  2017/1132/EU

Beschluss:
06/14/2017 (A)
Verkuendung:
06/30/2017 (P)

Original Text :
Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies

  2005/56/EC

Beschluss:
10/26/2005 (A)
Verkuendung:
11/25/2005 (P)
(A) Adoption | (P) Promulgation

2. Reformvorhaben

3. Legislative History

Datum
Typ / Titel
Textfassungen
05/10/2005
Report of the European Parliament - 1st reading
O.J. EC No. C, Ausgabe 92, Jahr 2005, p.20
04/28/2004
Opinion of the European Economic and Social Committee
O.J. EC No. C, Ausgabe 117, Jahr 2004, p.43
11/18/2003
Proposal
COM (2003) 703 final

4. Comments

Datum
Stellungnahme
Textfassungen
01/26/2004
Deutscher Notarverein (DNotV)
Comment on: Kommissionsvorschlag

Legend

Legislative Act Status

Documents

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Overview

I. Description
II. General Information
III. Versions and Legislative History
1. Versions
2. Reformvorhaben
3. Legislative History
4. Comments