Grensoverschrijdende juridische splitsing van kapitaalvennootschappen
Einde inhoudsopgave
Grensoverschrijdende juridische splitsing van kapitaalvennootschappen (VDHI nr. 122) 2014/1:1 Introduction
Grensoverschrijdende juridische splitsing van kapitaalvennootschappen (VDHI nr. 122) 2014/1
1 Introduction
Documentgegevens:
mr. E.R. Roelofs, datum 01-04-2014
- Datum
01-04-2014
- Auteur
mr. E.R. Roelofs
- JCDI
JCDI:ADS435826:1
- Vakgebied(en)
Ondernemingsrecht / Europees ondernemingsrecht
Ondernemingsrecht / Rechtspersonenrecht
Deze functie is alleen te gebruiken als je bent ingelogd.
The subject of this Ph.D. research is cross-border division of Companies with limited liability.
Cross-border division is the legal act pursuant to which a company, governed by the law of a state, divides – using the possibility of legal division – as a consequence of which:
assets and liabilities of the dividing company transfer from the dividing company under universal title of succession by operation of law to one or more acquiring Companies, that is (or are) governed by the law of another state; and
the shareholders of the dividing company become shareholders ofthe acquiring company or Companies.
The acquiring company or Companies may already exist prior to the division becoming effective or can be newly formed in the framework of the cross-border division.
For example: a company governed by Dutch law divides, pursuant to which a company governed by the laws of Germany and a company governed by the laws of France acquire assets and liabilities under universal title of succession by operation of law from the dividing company. The shareholders of the dividing company become shareholders of both the company governed by German law and the company governed by French law.
In general, there are two types of legal division:
the division by which the dividing company ceases to exist pursuant to the division becoming effective and in which at least two acquiring Companies are involved; this is referred to as “full division” and
the division by which the dividing company does not cease to exist pursuant to the division becoming effective and in which a part of its assets and liabilities transfers under universal title of succession to at least one acquiring company; this is referred to as “partial division”.