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The Member States may decide not to apply this Directive 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 5 of Directive 2009/101.
The expression ‘investment company with variable capital’, within the meaning of this Directive, means only those companies:

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,

which offer their own shares for subscription by the public, and

the statutes of which provide that, within the limits of a minimum and maximum capital, they may at any time issue, redeem or resell their shares.

the type and name of the company;

the objects of the company;

when the company has no authorised capital, the amount of the subscribed capital;

when the company has an authorised capital, the amount thereof and also the amount of the capital subscribed at the time the company is incorporated or is authorised to commence business, and at the time of any change in the authorised capital, without prejudice to point (e) of Article 2 of Directive 2009/101;

in so far as they are not legally determined, the rules governing the number of and the procedure for appointing members of the bodies responsible for representing the company with regard to third parties, administration, management, supervision or control of the company and the allocation of powers among those bodies;

the duration of the company, except where this is indefinite.

the registered office;

the nominal value of the shares subscribed and, at least once a year, the number thereof;

the number of shares subscribed without stating the nominal value, where such shares may be issued under national law;

the special conditions, if any, limiting the transfer of shares;

where there are several classes of shares, the information referred to in points (b), (c) and (d) for each class and the rights attaching to the shares of each class;

whether the shares are registered or bearer, where national law provides for both types, and any provisions relating to the conversion of such shares unless the procedure is laid down by law;

the amount of the subscribed capital paid up at the time the company is incorporated or is authorised to commence business;

the nominal value of the shares or, where there is no nominal value, the number of shares issued for a consideration other than in cash, together with the nature of the consideration and the name of the person providing that consideration;

the identity of the natural or legal persons or companies or firms by whom or in whose name the statutes or the instrument of incorporation, or where the company was not formed at the same time, the drafts of those documents, have been signed;

the total amount, or at least an estimate, of all the costs payable by the company or chargeable to it by reason of its formation and, where appropriate, before the company is authorised to commence business; and

any special advantage granted, at the time the company is formed or up to the time it receives authorisation to commence business, to anyone who has taken part in the formation of the company or in transactions leading to the grant of such authorisation.

Paragraph 1 shall not apply to liabilities under contracts concluded by the company conditionally upon its being granted authorisation to commence business.

If, in the cases referred to in paragraph 1, the laws of a Member State permit the company to be wound up by order of the court, the judge having jurisdiction must be able to give the company sufficient time to regularise its position.

Where a winding-up order as referred to in paragraph 2 is made the company shall enter into liquidation.

Every five years the European Parliament and the Council, acting on a proposal from the Commission in accordance with Article 50(1) and (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 towards allowing only large and medium-sized undertakings to opt for the types of company listed in Annex I.

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.

The experts' report shall be published in the manner laid down by the laws of each Member State, in accordance with Article 3 of Directive 2009/101.

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:

with regard to the company in receipt of such consideration, the persons referred to in point (i) of Article 3 have agreed to dispense with the experts' report;

such agreement has been published as provided for in paragraph 3;

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;

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 those shares is prohibited within this period;

the guarantee referred to in point (d) has been published as provided for in paragraph 3; and

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 that period have been settled.

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 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.

Member States may decide not to apply Article 10(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:
For the purposes of such revaluation, Article 10(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 day the decision on the increase in the capital is taken may demand a valuation by an independent expert, in which case Article 10(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 day the decision on the increase in the capital was taken.

the fair value is determined for a date not more than six months before the effective date of the asset contribution; and

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.

Member States may decide not to apply Article 10(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 whose fair value is derived by 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 SAAACAD of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts ( 12 ) .
The second to fifth subparagraphs of paragraph 2 of this Article shall apply mutatis mutandis . mutatis mutandis

Where consideration other than in cash is proposed to be made without an experts' report as referred to in Article 10(1), (2) and (3) in relation to an increase in the capital proposed to be made under Article 29(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 3 of Directive 2009/101, 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.

Each Member State shall provide for adequate safeguards ensuring compliance with the procedure set out in Article 11 and in this Article where a contribution for a consideration other than in cash is made without an experts' report as referred to in Article 10(1), (2) and (3).

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.

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.

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.

The expression ‘distribution’ used in paragraphs 1 and 3 includes in particular the payment of dividends and of interest relating to shares.

When the laws of a Member State allow the payment of interim dividends, the following conditions at least shall apply:

interim accounts shall be drawn up showing that the funds available for distribution are sufficient;

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 that purpose, less losses brought forward and sums to be placed to reserve pursuant to the requirements of the law or the statutes.

Paragraphs 1 to 5 shall not affect the provisions of the Member States as regards increases in subscribed capital by capitalisation of reserves.

The laws of a Member State may provide for derogation from paragraph 1 in the case of investment companies with fixed capital.
The expression ‘investment company with fixed capital’, within the meaning of this paragraph, means only those companies:

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

which offer their own shares for subscription by the public.

In so far as the laws of Member States make use of this option they shall:

require such companies to include the expression ‘investment company’ in all documents indicated in Article 5 of Directive 2009/101;

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

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.

The amount of a loss deemed to be serious within the meaning of paragraph 1 may not be set by the laws of Member States at a figure higher than half the subscribed capital.

If the shares of a company have been subscribed for by a person acting in his own name, but on behalf of the company, the subscriber shall be deemed to have subscribed for them for his own account.

The persons or companies or firms referred to in point (i) of Article 3 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 obligation if he proves that no fault is attributable to him personally.

The laws of a Member State may provide for derogations from the first sentence of point (a) 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 must 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 these shares.

Member States may decide not to apply the first sentence of point (a) of paragraph 1 to shares acquired by either the company itself or by a person acting in his 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 must be distributed within 12 months of their acquisition.

Shares acquired in the cases listed in points (b) to (g) of paragraph 1 must, 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.

If the shares are not disposed of within the period laid down in paragraph 2, they must be cancelled. The laws of a Member State may make that cancellation subject to a corresponding reduction in the subscribed capital. Such a reduction must be prescribed where the acquisition of shares to be cancelled results in the net assets having fallen below the amount specified in Article 17(1) and (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 own name but on the company's behalf, they shall require the annual report to state at least:

the reasons for acquisitions made during the financial year;

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;

in the case of acquisition or disposal for a value, the consideration for the shares;

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.

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.

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 44.
The administrative or management body shall present a written report to the general meeting, indicating:

the reasons for the transaction;

the interest of the company in entering into such a transaction;

the conditions on which the transaction is entered into;

the risks involved in the transaction for the liquidity and solvency of the company; and

the price at which the third party is to acquire the shares.

That report shall be submitted to the register for publication in accordance with Article 3 of Directive 2009/101.

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 17(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 21(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.

Where a third party by means of financial assistance from a company acquires that company's own shares within the meaning of Article 21(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.

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, those transactions may not have the effect of reducing the net assets below the amount specified in Article 17(1).

Paragraphs 1 to 5 shall not apply to transactions effected with a view to acquisition of shares as described in point (h) of Article 22(1).

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.

In the absence of coordination of national legislation on groups of companies, Member States may:

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 must in any event provide that a dominant influence can be exercised if a public limited liability company: Member States shall not be obliged to make provision for any cases other than those referred to in the first and second indents;

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

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.

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;

specify the circumstances in which a public limited liability company shall be regarded as holding voting rights.

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.

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.

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 point (b) of Article 21(1) is fulfilled.

Member States need not apply Article 22(2) or (3) or Article 23 where shares in a public limited liability company are acquired by another company on condition that they provide for:

the suspension of the voting rights attached to the shares in the public limited liability company held by the other company; and

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 22(2) and (3) and Article 23 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.

Nevertheless, the statutes or instrument of incorporation or the general meeting, the decision of which must 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.

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.

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.

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 10(2) and (3) and Articles 11 and 12 shall apply.

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.

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 10(4) are met.

The laws of a Member State:

need not apply paragraph 1 to shares which carry a limited right to participate in distributions within the meaning of Article 17 and/or in the company's assets in the event of liquidation; or

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 17 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 that right by the shareholders of the class in which the new shares are being issued.

Any offer of subscription on a pre-emptive basis and the period within which that right must be exercised shall be published in the national gazette appointed in accordance with Directive 2009/101. 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 must be informed in writing. The right of pre-emption must 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.

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 44. Its decision shall be published in the manner laid down by the laws of each Member State, in accordance with Article 3 of Directive 2009/101.

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, 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. That power may not be granted for a longer period than the power for which provision is made in Article 29(2).

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.

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.

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.

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.

In the cases referred to in paragraph 1 the laws of the Member States must 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.

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 44; the decision must be published in the manner prescribed by the laws of each Member State, in accordance with Article 3 of Directive 2009/101;

only sums which are available for distribution within the meaning of Article 17(1) to (4) may be used for redemption purposes;

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.

Article 34(1) and Articles 35, 37 and 44 shall not apply to the cases to which paragraph 1 of this Article refers.

Article 36 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 17(1) to (4); in those cases an amount equal to the nominal value or, in the absence thereof, to the accountable par of all the shares withdrawn must be included in a reserve. Except in the event of a reduction in the subscribed capital, that 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.

Articles 35, 37 and 44 shall not apply to the cases to which paragraph 1 of this Article refers.

redemption must be authorised by the company's statutes or instrument of incorporation before the redeemable shares are subscribed for;

the shares must be fully paid up;

the terms and the manner of redemption must be laid down in the company's statutes or instrument of incorporation;

redemption can be only effected by using sums available for distribution in accordance with Article 17(1) to (4) or the proceeds of a new issue made with a view to effecting such redemption;

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;

point (e) shall not apply to redemption using the proceeds of a new issue made with a view to effecting such redemption;

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 17(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; that 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 3 or the cost of issuing shares or debentures or for the payment of a premium to holders of redeemable shares or debentures;

notification of redemption shall be published in the manner laid down by the laws of each Member State in accordance with Article 3 of Directive 2009/101.

Member States may decide not to apply the first sentence of point (a) of Article 21(1) and Articles 34, 35, 40, 41, 42 and 43 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.

Member States shall communicate to the Commission the text of the main provisions of national law which they adopt in the field covered by this Directive.

Belgium: société anonyme/naamloze vennootschap;

Bulgaria: акционерно дружество;

the Czech Republic: akciová společnost;

Denmark: aktieselskab;

Germany: Aktiengesellschaft;

Estonia: aktsiaselts;

Ireland:

public company limited by shares,

public company limited by guarantee and having a share capital;

Greece: ανώνυμη εταιρία;

Spain: sociedad anónima;

France: société anonyme;

Italy: società per azioni;

Cyprus: δημόσιες εταιρείες περιορισμένης ευθύνης με μετοχές, δημόσιες εταιρείες περιορισμένης ευθύνης με εγγύηση που διαθέτουν μετοχικό κεφάλαιο;

Latvia: akciju sabiedrība;

Lithuania: akcinė bendrovė;

Luxembourg: société anonyme;

Hungary: nyilvánosan működő részvénytársaság;

Malta: kumpanija pubblika/public limited liability company;

the Netherlands: naamloze vennootschap;

Austria: Aktiengesellschaft;

Poland: spółka akcyjna;

Portugal: sociedade anónima;

Romania: societate pe acțiuni;

Slovenia: delniška družba;

Slovakia: akciová spoločnost';

Finland: julkinen osakeyhtiö/publikt aktiebolag;

Sweden: aktiebolag;

the United Kingdom:

public company limited by shares,

public company limited by guarantee and having a share capital.

only point A(2) of the Annex

only Article 1

PART B PART B

Time-limit for transposition Date of application

17 December 1978 —

31 December 1993 1 January 1995

15 April 2008 —

1 January 2007 —

30 June 2011 —

This Directive

Article 1(1), first subparagraph

Annex I

Article 1(1), second subparagraph

Article 1(2)

Article 2, introductory wording

Article 2, point (a)

Article 2, point (b)

Article 2, point (c)

Article 2, point (d)

Article 2, point (e)

Article 2, point (f)

Articles 3 to 5

Article 6(1)

—

—

Article 6(2)

Article 7

Article 8, first paragraph

Article 8, second paragraph

Article 9, first paragraph

Article 9, second paragraph

Article 10

Article 11(1), first subparagraph

Article 11(1), second subparagraph

Article 11(1), third subparagraph

Article 11(2), first subparagraph

Article 11(2), second subparagraph

Article 11(2), third subparagraph

Article 11(2), fourth subparagraph

Article 11(2), fifth subparagraph

Article 11(3)

Article 12

Article 13(1), first subparagraph

Article 13(1), second subparagraph

Article 13(1), third subparagraph

Article 13(2)

Article 14

Article 15

Article 16

Article 17(1)

Article 17(2)

Article 17(3)

Article 17(4)

Article 17(5)

Article 17(6)

Article 17(7), first subparagraph

Article 17(7), second subparagraph, point (a)

Article 17(7), second subparagraph, point (b)

Article 17(7), third subparagraph

Article 18

Article 19

Article 20

Article 21(1), first subparagraph

Article 21(1), second subparagraph, points (a) to (e)

Article 21(2) and (3)

Article 22

Article 23

Article 24

Article 25(1)

Article 25(2), first subparagraph

Article 25(2), second subparagraph

Article 25(3), first subparagraph

Article 25(3), second subparagraph, introductory wording

Article 25(3), second subparagraph, points (a) to (e)

Article 25(3), third subparagraph

Article 25(4), first subparagraph

Article 25(4), second subparagraph

Article 25(5)

Article 25(6), first subparagraph

Article 25(6), second subparagraph

Article 25(7)

Article 26

Article 27

Article 28(1), first subparagraph

Article 28(1), second subparagraph

Article 28(1), third subparagraph

Article 28(2)

Article 28(3)

Article 28(4)

Article 28(5)

Article 28(6)

Article 29

Article 30

Article 31

Article 32

Article 33

Article 34

Article 35

Article 36

Article 37

Article 38, first paragraph

Article 38, second paragraph

Article 39

Article 40

Article 41

Article 42

Article 43

Article 44, first paragraph

Article 44, second paragraph

Article 45

Article 46

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Article 47(1)

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Article 47(2)

Article 48

Article 49

Article 50

Annex II

Annex III