Chapter 2

1. Subject to this Regulation, the formation of an SE shall be governed by the law applicable to public limited-liability companies in the Member…

1. An SE shall acquire legal personality on the date on which it is registered in the register referred to in Article 12.

1. An SE may be formed by means of a merger in accordance with Article 2(1).

For matters not covered by this section or, where a matter is partly covered by it, for aspects not covered by it, each company involved in the…

The laws of a Member State may provide that a company governed by the law of that Member State may not take part in the formation of an SE by merger…

1. The management or administrative organs of merging companies shall draw up draft terms of merger. The draft terms of merger shall include the…

For each of the merging companies and subject to the additional requirements imposed by the Member State to which the company concerned is subject…

As an alternative to experts operating on behalf of each of the merging companies, one or more independent experts as defined in Article 10 of…

1. The general meeting of each of the merging companies shall approve the draft terms of merger.

1. The law of the Member State governing each merging company shall apply as in the case of a merger of public limited-liability companies, taking…

1. The legality of a merger shall be scrutinised, as regards the part of the procedure concerning each merging company, in accordance with the law on…

1. The legality of a merger shall be scrutinised, as regards the part of the procedure concerning the completion of the merger and the formation of…

1. A merger and the simultaneous formation of an SE shall take effect on the date on which the SE is registered in accordance with Article 12.

For each of the merging companies the completion of the merger shall be publicised as laid down by the law of each Member State in accordance with…

1. A merger carried out as laid down in Article 17(2)(a) shall have the following consequences ipso jure and simultaneously:

A merger as provided for in Article 2(1) may not be declared null and void once the SE has been registered.

1. Where a merger within the meaning of Article 17(2)(a) is carried out by a company which holds all the shares and other securities conferring the…

1. A holding SE may be formed in accordance with Article 2(2).

1. The shareholders of the companies promoting such an operation shall have a period of three months in which to inform the promoting companies…

A Member State may, in the case of companies promoting such an operation, adopt provisions designed to ensure protection for minority shareholders…

An SE may be formed in accordance with Article 2(3).

Companies, firms and other legal entities participating in such an operation shall be subject to the provisions governing their participation in the…

1. An SE may be formed in accordance with Article 2(4).