Article 11

Definition and possibility of merger

1. The merger of companies governed by different laws shall be possible.

2. A merger is understood as the joining together of several companies into one through the complete transfer of their assets to an existing company (absorbing company) or to a newly created company.

3. Only those operations entailing the disappearance of participating companies, with the exception of the absorbing company where appropriate, shall be deemed to constitute a merger.

4. The absorbing company or newly created company resulting from the merger shall acquire the rights and obligations of the company or companies dissolved as a result of that merger.

5. Should one of the companies participating in the merger transfer part of its assets, as part of the merger process, to a number of other companies – unless all the companies to which the assets are to be transferred are involved in the merger – the operation concerning the said company shall be deemed to constitute a demerger governed by the rules set out in chapter two of this title and shall necessarily be completed prior to the start of the merger process. A demerger from the absorbing company or newly created company, or a demerger from which those companies may benefit, may also take place following the initial merger even if no link of any kind exists between the merger and the demerger.

6. Where the companies participating in the merger are all governed by the same laws, but have branches in States others than the State by whose laws they are governed, the rules of articles 16.4 and 18.4 on international demergers shall apply.

Article 12

Companies registry

For the purposes of the present chapter, companies registry means the registry set up in each State to publish notices of incorporation, dissolution, change in legal form and any other circumstances relevant to the company.