### ‘ rescale’ means a periodic exercise to make more stringent the requirements for achieving the energy class on a label for a particular product , which , for existing labels may imply the deletion of certain energy classes ; ### ‘ rescale’ means an exercise that changes the correlation between energy efficiency and the class on of a label scheme in order to make more stringent the requirements for achieving the energy class on a label for a particular product ;


### the commission shall ensure that , when a label is introduced or rescaled , the requirements are laid down so that no products are expected to fall in energy classes a or b at the moment of the introduction of the label and so that the estimated time within which a majority of models falls into those classes shall be at least ten years later . ### the commission shall ensure that , when a label is introduced or rescaled , the outcome of the rescaling process provides consumers with the most comprehensive and effective information possible on the energy performance of the various products . to this end , having assessed the individual product groups on the basis of their potential degree of technological innovation , the commission shall determine whether , on completion of the rescaling process , to leave the first two classes , or only the first class , empty or whether to use the entire scale from a to g . the relevant requirements shall be laid down in such a way as to ensure that 30% of the products are unlikely to fall into energy class a within a period of 10 years .


### the commission shall establish and maintain a product database including the information referred to in annex i . the information listed under point 1 of annex i shall be made publicly available . ### the commission shall establish and maintain a product database including the information referred to in annex i . the information listed under point 1 of annex i shall be made publicly available . the information listed under point 2 of annex i shall be made available only to the commission and the national surveillance authorities , who shall ensure that it remains confidential .


### the provision of accurate , relevant and comparable information on the specific energy consumption of energy - related products facilitates the customer ' s choice in favour of those products which consume less energy and other essential resources during use . a standardised mandatory label is an effective mean to provide potential customers with comparable information on the energy consumption of energy - related products . it should be supplemented with a product information sheet . the label should be easily recognisable , simple and concise . to this end the existing dark green to red colour scale of the label should be retained as the basis to inform customers about the energy efficiency of products . a classification using letters from a to g has shown to be most effective for customers . in situations where because of ecodesign measures under directive 2009 / 125 / ec products can no longer fall into classes ' f ' or ' g ' , those classes should not be shown on the label . for exceptional cases this should also be extended to the ' d ' and ' e ' classes , although this situation is unlikely to occur given that the label would be rescaled once a majority of product models falls into the top two classes . ### the provision of accurate , relevant and comparable information on the specific energy consumption of energy - related products facilitates the customer ' s choice in favour of those products which consume less energy and other essential resources during use . a standardised mandatory label is an effective mean to provide potential customers with comparable information on the energy consumption of energy - related products . it should be supplemented with a product information sheet . the label should be easily recognisable , simple and concise . to this end the existing dark green to red colour scale of the label should be retained as the basis to inform customers about the energy efficiency of products . a classification using letters from a to g has shown to be most effective for customers . in situations where , because of ecodesign measures under directive 2009 / 125 / ec , products can no longer fall into certain classes , those classes should be shown on the label using a distinct format and colour .


### ' supplementary information ' means information on the functional and environmental performance of an energy - related product , such as its absolute energy consumption or durability , which is based on data that are measurable by market surveillance authorities , is unambiguous and has no significant negative impact on the clear intelligibility and effectiveness of the label as a whole towards customers . ### ' supplementary information ' means information on the functional , environmental and resource - efficient performance of an energy - related product , such as , for example , its absolute energy consumption , durability , the extent to which it can be repaired , or its recycled material content , which is based on data that are measurable by market surveillance authorities , is unambiguous and has no significant negative impact on the clear intelligibility and effectiveness of the label as a whole towards customers .


### where the market surveillance authorities consider that non - compliance is not restricted to their national territory , they shall inform the commission and the other member states of the results of the evaluation and of the actions which they have required the supplier to take . ### where the market surveillance authorities consider that there is any non - compliance , they shall inform the commission and the other member states of the results of the evaluation and of the actions which they have required the supplier to take .


### improving the efficiency of energy - related products through informed consumer choice benefits the union economy overall , drives innovation and will contribute to the achievement of the union ' s 2020 and 2030 energy efficiency targets . it will also allow consumers to save money . ### improving the efficiency of energy - related products through informed consumer choice benefits the union economy overall , drives innovation and will contribute to the achievement of the union ' s 2020 and 2030 energy efficiency targets and its environmental and climate action objectives . it will also allow consumers to save money by reducing household energy consumption .


### in the absence of harmonisation of union law , the definition of the connecting factor that determines the national law applicable to a company or firm falls , in accordance with article 54 of the tfeu , within the competence of each member state to so define . article 54 of the tfeu places the factor of the registered office , the central administration and the principal place of business of a company or firm at the same degree of connection . therefore , as clarified in case - law , 3 where the member state of new establishment , namely the destination member state , requires only the transfer of the registered office as a connecting factor for the existence of a company under its national legislation , the fact that only the registered office is transferred does not as such exclude the applicability of the freedom of establishment under article 49 of the tfeu . the choice of the specific form of company in cross - border mergers , conversions and divisions or the choice of a member state of establishment are inherent in the exercise of the freedom of establishment guaranteed by the tfeu as part of a single market . _________________ 3 judgment of the court of justice of 25 october 2017 , polbud – wykonawstwo , c - 106 / 16 , ecli : eu : c : 2017 : 804 , paragraph 29 . ### in the absence of harmonisation of union law , the definition of the connecting factor that determines the national law applicable to a company or firm falls , in accordance with article 54 of the tfeu , within the competence of each member state to so define . article 54 of the tfeu places the factor of the registered office , the central administration and the principal place of business of a company or firm at the same degree of connection . given the contradictions arising from the freedom of establishment and the absence of a level playing field in the form of common coherent social and fiscal rules between member states , it is crucial to strike a balance between companies’ right to converge , merge and divide and other treaty principles . cross - border conversions should be conditioned to the company moving its registered office together with its head office in order to carry out a substantial part of its economic activity in the member state of destination .


### the competent authority shall appoint an independent expert within five working days of the application referred to in paragraph 1 and the receipt of the draft terms and reports . the expert shall be independent from the company being divided and may be a natural or a legal person depending upon the law of the member state concerned . member states shall take into account , in assessing the independence of the expert , the framework established in articles 22 and 22b of directive 2006 / 43 / ec . ### the competent authority shall start working on the application referred to in paragraph 1 within ten working days following the receipt of the draft terms and report .


### member states shall designate an authority competent to scrutinise the legality of the cross - border conversion as regards that part of the procedure which is governed by the law of the destination member state and to approve the cross - border conversion where the conversion complies with all the relevant conditions and the proper completion of all procedures and formalities in the destination member state . ### member states shall designate the court , notary or other authority competent to scrutinise the legality of the cross - border conversion as regards that part of the procedure which is governed by the law of the destination member state and to approve the cross - border conversion where the conversion complies with all the relevant conditions and the proper completion of all procedures and formalities in the destination member state .


### the first subparagraph of article 7 ; ### article 7 ;


### the report shall be made available , at least electronically , to the members of each of the merging companies not less than one month before the date of the general meeting referred to in article 126 . the report shall also be made similarly available to the representatives of the employees of each of the merging companies , or where there are no such representatives , to the employees themselves . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies . ### the report shall be made available , at least electronically , to the members of each of the merging companies not less than one month before the date of the general meeting referred to in article 126 . the report shall also at the same time be made similarly available to the european works council , the representatives of the employees of each of the merging companies , or where there are no such representatives , to the employees themselves and the trade unions represented . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies .


### a description of all factual elements necessary for the competent authority designated in accordance with article 160o , to carry out an in - depth assessment to determine whether the intended cross - border division constitutes an artificial arrangement in accordance with article 160p , at a minimum the following : the characteristics of the establishments in the member states concerned of the recipient companies , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the company being divided in the member states of the recipient companies . ### a description of all factual elements in accordance with article 160o , to carry out an in - depth assessment to determine whether the intended cross - border division constitutes an artificial arrangement in accordance with article 160p , at a minimum the following : the characteristics of the establishments in the member states concerned of the recipient companies , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due , impact on occupational pensions of employees and the commercial risks assumed by the company being divided in the member states of the recipient companies .


### member states shall ensure that the competent authority of the departure member state shall not authorise the cross - border conversion where it determines , after an examination of the specific case and having regard to all relevant facts and circumstances , that it constitutes an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or minority members . ### member states shall ensure that the competent authority of the departure member state shall not authorise the cross - border conversion where it determines , after an examination of the specific case and having regard to all relevant facts and circumstances , that it constitutes an artificial arrangement . the company - carrying out the cross - border conversion shall demonstrate on the basis of ascertainable objective factors , the actual establishment and the pursuit of genuine economic activity in the destination member state for an indefinite period . the company carrying out the cross - border conversion shall be presumed to have an actual establishment and to pursue genuine economic activity in the destination member state where it can demonstrate that it has a fixed establishment in that state which has the objective appearance of permanency , has a management body and is materially equipped to negotiate business with third parties so that the latter do not have to deal directly with the parent body , which is abroad , but may transact business at the place of business constituting the establishment .


### in order to ensure that employee participation is not unduly prejudiced as a result of the cross - border conversion , where the company carrying out the cross - border conversion is operating under an employee participation system in the departure member state , the company should be obliged to take a legal form allowing for the exercise of such participation , including through the presence of representatives of the employees in the appropriate management or supervisory organ of the company in the destination member state . moreover , in such a case , a bona fide negotiation between the company and its employees should take place , along the lines of the procedure provided for in directive 2001 / 86 / ec , with a view to finding an amicable solution reconciling the right of the company to carry out a cross - border conversion with the employees ' rights of participation . as a result of those negotiations , either a bespoke and agreed solution or , in the absence of an agreement , the application of standard rules as set out in the annex to directive 2001 / 86 / ec should apply , mutatis mutandis . in order to protect either the agreed solution or the application of those standard rules , the company should not be able to remove the participation rights through carrying out subsequent domestic or cross - border conversion , merger or division within three years . ### it is a fundamental principle and stated aim of this directive to secure employees ' involvement - rights . in order to reflect the cross - border nature of a companies ' conversion , merger or division , national information and consultation rights must be secured . therefore , in the company resulting from the cross - border conversion and merger at least the same level of all elements of employee involvement rights should continue to apply .


### in the cases referred to in paragraph 2 of this article , the participation of employees in the converted company and their involvement in the definition of such rights shall be regulated by the member states , mutatis mutandis and subject to paragraphs 4 to 7 of this article , in accordance with the principles and procedures laid down in article 12 , and of regulation no 2157 / 2001 and the following provisions of directive 2001 / 86 / ec : ### the information , consultation and participation of employees in the converted company and their involvement in the definition of such rights and in the cases referred to in paragraph 2 of this article , the participation of employees in the converted company and their involvement in the definition of such rights shall be regulated by the member states , mutatis mutandis and subject to paragraphs 4 to 7 of this article , in accordance with the principles and procedures laid down in article 12 , and of regulation no 2157 / 2001 and the following provisions of directive 2001 / 86 / ec :


### in order to provide information to its employees , the company carrying out the cross - border conversion should prepare a report explaining the implications of the proposed cross - border conversion for employees . the report should explain in particular the implications of the proposed cross - border conversion on the safeguarding of the jobs of the employees , whether there would be any material change in the employment relationships and the locations of the companies’ places of business and how each of these factors would relate to any subsidiaries of the company . this requirement should not however apply where the only employees of the company are in its administrative organ . the provision of the report should be without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directive 2002 / 14 / ec of the european parliament and of the council43 or directive 2009 / 38 / ec of the european parliament and of the council44 . _________________ 43 directive 2002 / 14 / ec of the european parliament and of the council of 11 march 2002 establishing a general framework for informing and consulting employees in the european community . 44 directive 2009 / 38 / ec of the european parliament and of the council of 6 may 2009 on the establishment of a european works council or a procedure in community - scale undertakings and community - scale groups of undertakings for the purposes of informing and consulting employees . ### in order to provide information to its employees , the company carrying out the cross - border conversion should prepare a report explaining the implications of the proposed cross - border conversion for employees . the report should explain in particular the implications of the proposed cross - border conversion on the safeguarding of the jobs of the employees , whether there would be any material change in the employment relationships , in their contractual arrangements and the locations of the companies’ places of business and how each of these factors would relate to any subsidiaries of the company . this requirement should not however apply where the only employees of the company are in its administrative organ . the provision of the report should be carried out in due time in order for the employees or their representatives to be able to submit their comments without prejudice to the applicable information and consultation proceedings instituted at national level following the implementation of directive 2002 / 14 / ec of the european parliament and of the council43 or directive 2009 / 38 / ec of the european parliament and of the council44 . _________________ 43 directive 2002 / 14 / ec of the european parliament and of the council of 11 march 2002 establishing a general framework for informing and consulting employees in the european community . 44 directive 2009 / 38 / ec of the european parliament and of the council of 6 may 2009 on the establishment of a european works council or a procedure in community - scale undertakings and community - scale groups of undertakings for the purposes of informing and consulting employees .


### in order to prevent the circumvention of employee participation rights by means of a cross - border conversion , the company carrying out a conversion which is registered in the member state which provides for the employee participation rights , should not be able to perform a cross - border conversion without first entering into negotiations with its employees or their representatives when the average number of employees employed by that company is equivalent to four fifths of the national threshold for triggering such employee participation . ### a company shall not be allowed to circumvent employee participation rights by means of a cross - border conversion . the company carrying out a conversion which is registered in a member state which provides for the employee participation rights , should not be able to perform a cross - border conversion without first entering into negotiations with its employees or their representatives when the average number of employees employed by that company is equivalent to two thirds of the national threshold for triggering such employee participation .


### however , member states may , in cases of genuine suspicion of fraud based on reasonable grounds , require a physical presence before a competent authority . ### however , member states may , in justified exceptional cases of overriding reasons of public interest , require a physical presence before any competent authority , or any other person or body dealing with , making or assisting in making the online disclosure .


### the report referred to in paragraph 1 of this article shall be made available , at least electronically , to the members of the company being divided not less than two months before the date of the general meeting referred to in article 160k . that report shall also be made similarly available to the representatives of the employees of the company being divided or , where there are no such representatives , to the employees themselves . ### the report referred to in paragraph 1 of this article , shall be made available , at least electronically , to the members , trade unions and the representatives of the employees of the company or , where there are no such representatives , to the employees themselves , of the company being divided not less than two months before the date of the general meeting referred to in article 160k .


### to allow all stakeholders ' legitimate interests to be taken into account , the company being divided should disclose the draft terms of the division containing the most important information about the proposed cross - border division , including the envisaged the exchange ratio of securities or shares , the instruments of constitution of the recipient companies and the proposed timetable for the cross - border division . members , creditors and employees of the company carrying out the cross - border division should be notified that they can submit comments with regard to the division . ### to allow all stakeholders ' legitimate interests to be taken into account , the company being divided should disclose the draft terms of the division containing the most important information about the proposed cross - border division , including the envisaged the exchange ratio of securities or shares , the instruments of constitution of the recipient companies and the proposed timetable for the cross - border division . members , creditors and employees of the company carrying out the cross - border division should be notified in due time in order for them to be able to submit comments with regard to the division .


### where the company discloses together with the draft terms of conversion an independent expert report , which concluded that there is no reasonable likelihood that the rights of creditors would be unduly prejudiced . the independent expert should be appointed or approved by the competent authority and shall fulfil the requirements laid down in article 86g ; ### where the company discloses together with the draft terms of conversion an independent expert report , which concluded that there is no reasonable likelihood that the rights of creditors would be unduly prejudiced . the independent expert should be appointed or approved by the competent authority and shall be independent from the company carrying out the cross - border conversion , no conflict of interest shall be present , and may be a natural or a legal person depending upon the law of the departure member state ;


### member states shall ensure that the assessment by the competent authority is carried out within one month of the date of receipt of the information concerning the approval of the conversion by the general meeting of the company . it shall have one of the following outcomes : ### member states shall ensure that the assessment by the competent authority is carried out within three months of the date of receipt of the information concerning the approval of the conversion by the general meeting of the company . it shall have one of the following outcomes :


### a detailed assessment of the accuracy of the reports and information submitted by the company carrying out the cross - border conversion ; ### a detailed assessment of the accuracy of both the draft terms and the reports as well as the information submitted by the company carrying out the cross - border conversion


### the issue of the pre - conversion certificate by the departure member state should be scrutinised to ensure the legality of the cross - border conversion of the company . the competent authority of the departure member state should decide on the issue of the pre - conversion certificate within one month of the application by the company , unless it has serious concerns as to the existence of an artificial arrangement aimed at obtaining undue tax advantages or unduly prejudicing the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically , but it should be conducted on a case - by - case basis , where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months of informing the company that the in - depth assessment will be carried out . ### the issue of the pre - conversion certificate by the departure member state should be scrutinised to ensure the legality of the cross - border conversion of the company . in order to assess the accuracy of the information contained in the draft terms of conversion and in the reports addressed to the members and employees and to provide factual elements necessary to assess whether the proposed conversion constitutes an artificial arrangement , the competent authority should be required to assess the proposed cross - border conversion or merger . in this context , the company should present all relevant information to enable the competent authority in the departure member state to take an informed decision as to whether or not to issue the pre - conversion certificate . to this end , the authority should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the competent authority of the departure member state may also in this regard ask questions to the competent authority in the member state of destination . the authority should use information , in particular the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social security contributions or tax obligations are due and the commercial risks assumed by the converted company in the destination member state and the departure member state , in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not be made publically available , but should nevertheless be at the disposal , under confidentiality requirements , to the competent authority as well as employee representatives . the competent authority shall also , before the pre - conversion certificate is issued , verify that final arrangements have been concluded as regards any applicable employee participation rights in accordance with national law and practice .


### the issue of the pre - conversion certificate by the departure member state should be scrutinised to ensure the legality of the cross - border conversion of the company . the competent authority of the departure member state should decide on the issue of the pre - conversion certificate within one month of the application by the company , unless it has serious concerns as to the existence of an artificial arrangement aimed at obtaining undue tax advantages or unduly prejudicing the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically , but it should be conducted on a case - by - case basis , where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months of informing the company that the in - depth assessment will be carried out . ### the issue of the pre - conversion certificate by the departure member state should be scrutinised to ensure the legality of the cross - border conversion of the company . the competent authority of the departure member state should decide on the issue of the pre - conversion certificate within two months of the application by the company , unless it has concerns as to the existence of an artificial arrangement . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically , but it should only be conducted on a case - by - case basis , where there are concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within three months of informing the company that the in - depth assessment will be carried out . the assessment by the departure member states , once final , shall be shared with the destination member state’s competent authority .


### however , in cases of genuine suspicion of fraud based on reasonable grounds , member states may require a physical presence before a competent authority of a member state where relevant information and documents are required be submitted . ### however , member states may in justified exceptional cases of overriding reasons of public interest , require a physical presence before any competent authority , or before any other person or body dealing with , making or assisting in making the online disclosure , where relevant information and documents are required to be submitted .


### the right to convert an existing company formed in a member state into a company governed by another member state may in certain circumstances be used for abusive purposes such as for the circumvention of labour standards , social security payments , tax obligations , creditors ' , minority shareholders ' rights or rules on employees participation . in order to combat such possible abuses , a general principle of union law , member states are required to ensure that companies do not use the cross - border conversion procedure in order to create artificial arrangements aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or members . in so far as it constitutes a derogation from a fundamental freedom , the fight against abuses must be interpreted strictly and be based on an individual assessment of all relevant circumstances . a procedural and substantive framework which describes the margin of discretion and allows for the diversity of approach by member states whilst at the same time setting out the requirements to streamline the actions to be taken by national authorities to fight abuses in conformity with union law should be laid down . ### the right to convert an existing company formed in a member state into a company governed by another member state may not under any circumstances be used for abusive purposes such as for the circumvention of labour standards , social security payments , tax obligations , creditors ' , minority shareholders ' rights or rules on employees participation through for example a fictitious establishment not carrying out any genuine economic activity in the territory of the host member state , in particular in the case of a ' letterbox ' or ' front ' subsidiary . in order to combat such possible abuses , a general principle of union law , member states are required to ensure that company conversions and mergers correspond with an actual establishment intended to carry out genuine economic activities in the host member state and that they do not use the cross - border conversion procedure in order to create artificial arrangements which do not reflect economic reality and aimed at escaping the tax normally due on the profits generated , social security payments and or circumventing or infringing the legal or contractual rights of employees , creditors or members . in so far as it constitutes a derogation from a fundamental freedom , the fight against abuses must be interpreted strictly and be based on an individual assessment of all relevant circumstances . a procedural and substantive framework which describes the margin of discretion and allows for the diversity of approach by member states whilst at the same time setting out the requirements to streamline the actions to be taken by national authorities to fight abuses in conformity with union law should be laid down .


### member states shall designate the authority competent to scrutinise the legality of the cross - border conversion as regards that part of the procedure which is governed by the law of the departure member state and to issue a pre - conversion certificate attesting compliance with all the relevant conditions and the proper completion of all procedures and formalities in the departure member state . ### member states shall designate the court , notary or other authority competent to scrutinise the legality of the cross - border conversion as regards that part of the procedure which is governed by the law of the departure member state and to issue a pre - conversion certificate attesting compliance with all the relevant conditions and the proper completion of all procedures and formalities in the departure member state .


### where the competent authority has serious concerns that the cross - border conversion constitutes an artificial arrangement referred to in article 86c , it may decide to carry out an in - depth assessment in accordance with article 86n and shall inform the company about its decision to conduct such an assessment and of the subsequent outcome . ### where the competent authority has serious concerns that the cross - border conversion constitutes an artificial arrangement , it shall decide to carry out an in - depth assessment in accordance with article 86n and shall inform the company about its decision to conduct such an assessment and of the subsequent outcome .


### member states shall ensure that the independent expert shall be entitled to obtain , from the company carrying out the cross - border conversion , all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports . the expert shall also be entitled to receive comments and opinions from the representatives of the employees of the company , or , where there are no such representatives , from the employees themselves and also from the creditors and members of the company . ### member states shall ensure that the competent authority shall be entitled to obtain , from the company carrying out the cross - border conversion , all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports . the competent authority shall furthermore be able to , where necessary , ask questions to the competent authority of the destination member state , as well as be entitled to receive comments and opinions from the representatives of the employees of the company , or , where there are no such representatives , from the employees themselves and also from the creditors and members of the company .


### this directive respects the fundamental rights and observes the principles recognised in particular by the charter of fundamental rights of the european union . ### this directive respects the fundamental rights and the principles recognised in the charter of fundamental rights of the european union , notably the freedom to conduct a business , the workers’ right to information and consultation within the undertaking , the right of collective bargaining and action , the protection in the event of unjustified dismissal , fair and just working conditions , the right to an effective remedy and to a fair trial and has to be implemented in accordance with those rights and principles .


### in order to assess the accuracy of the information contained in the draft terms of conversion and in the reports addressed to the members and employees and to provide factual elements necessary to assess whether the proposed conversion constitutes an artificial arrangement , an independent expert report should be required to be prepared in order to assess the proposed cross - border conversion . in order to secure the independence of the expert , the expert should be appointed by the competent authority , following an application by the company . in this context , the expert report should present all relevant information to enable the competent authority in the departure member state to take an informed decision as to whether or not to issue the pre - conversion certificate . to this end , the expert should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the expert should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not form part of the expert’s final report which itself would be publically available . ### in order to assess the accuracy of the information contained in the draft terms of conversion and merger and in the report addressed to the members and employees and to provide factual elements necessary to assess whether the proposed conversion constitutes an artificial arrangement , the competent authority should be required to assess the proposed cross - border conversion and merger . in this context , the company should present all relevant information to enable the competent authority in the departure member state to take an informed decision as to whether or not to issue the pre - conversion certificate . to this end , the competent authority should be able to obtain all the relevant company information and documents and carry out all necessary investigations in order to gather all the evidence required . the competent authority of the departure member state may also in this regard ask questions to the competent authority in the member state of destination . the competent authority should use information , in particular net turnover and profit or loss , number of employees and the composition of balance sheet collected by the company in view of the preparation of financial statements in accordance with union law and the law of member states . however , in order to protect any confidential information , including business secrets of the company , such information should not be made publically available , but should nevertheless be at the disposal , under confidentiality requirements , to the competent authority and where applicable under national law , to employee representatives .


### however , in cases of genuine suspicion of fraud based on reasonable grounds , member states may require a physical presence before a competent authority of a member state where relevant information and documents are required to be submitted . ### however , member states may , in justified exceptional cases of overriding reasons of public interest , require a physical presence before any competent authority , or before any other person or body dealing with , making or assisting in making the online disclosure , of a member state where relevant information and documents are required to be submitted .


### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . only after this registration should the competent authority of the departure member state strike the company off its own register . it should not be possible for the competent authority of the destination member state to challenge the accuracy of the information provided by the pre - conversion certificate . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions . ### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . only after this registration should the competent authority of the departure member state strike the company off its own register . it should be possible for the competent authority of the destination member state to submit questions to the competent authority n the member state of departure as to the accuracy of the information provided by the pre - conversion certificate , in particular to avoid an artificial arrangement . the competent authority of the member state of departure shall reply to such questions without undue delay . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions .


### member states shall ensure in order to assess whether the cross - border conversion constitutes an artificial arrangement within the meaning of article 86c , that the competent authority of the departure member state carries out an in - depth assessment of all relevant facts and circumstances and shall take into account at a minimum the following : the characteristics of the establishment in the destination member state , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the converted company in the destination member state and the departure member state . ### member states shall ensure in order to assess whether the cross - border conversion constitutes an artificial arrangement , that the competent authority of the departure member state carries out an in - depth assessment of all relevant facts and circumstances and shall take into account at a minimum the following : the characteristics of the establishment in the destination member state , including the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the converted company in the destination member state and the departure member state .


### on the basis of the draft terms of conversion and the reports , the general meeting of the members of the company should decide on whether or not to approve those draft terms . it is important that the majority requirement for such a vote should be sufficiently high in order to ensure that the decision to convert is a collective one . in addition , members should also have the right to vote on any arrangements concerning employee participation , if they have reserved that right during the general meeting . ### on the basis of the draft terms of conversion and the reports , the general meeting of the members of the company should decide on whether or not to approve those draft terms . it is important that the majority requirement for such a vote should be sufficiently high in order to ensure that the decision to convert is a collective one .


### however , member states may , in cases of genuine suspicion of fraud based on reasonable grounds , require a physical presence before a competent authority . ### however , member states may , in justified exceptional cases of overriding reasons of public interest require a physical presence before any competent authority , or before any other person or body dealing with , making or assisting in making the online disclosure .


### however , in cases of genuine suspicion of fraud based on reasonable grounds , member states may require a physical presence before a competent authority of a member state where relevant information and documents are required to be submitted . ### member states shall lay down detailed rules for the online application referred to in paragraph 1 . article 86h paragraph 4 subparagraph 2 and article 13f paragraph 3 and 4 shall apply accordingly .


### point of part 3 of the annex . ### the annex .


### member states shall ensure that the independent expert shall be entitled to obtain , from the company carrying out the cross - border conversion , all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports . the expert shall also be entitled to receive comments and opinions from the representatives of the employees of the company , or , where there are no such representatives , from the employees themselves and also from the creditors and members of the company . ### member states shall ensure that the competent authority obtains from the company carrying out the cross - border conversion , all relevant information and documents and carries out all necessary investigations to verify all elements of the draft terms or management report . the competent authority shall furthermore be able to , where necessary , ask questions to the competent authority of the destination member state , and be entitled to receive comments and opinions from trade unions , the representatives of the employees of the company , or , where there are no such representatives , from the employees themselves and also from the creditors and members of the company . these shall be attached to the report as appendices .


### member states shall ensure that where a company intends to carry out a cross - border conversion , the departure and destination member states verify that the cross - border conversion complies with the conditions laid down in paragraph 2 . ### member states shall ensure that where a company intends to carry out a cross - border conversion , the court , notary or other authority competent of the departure and destination member states verify that the cross - border conversion complies with the conditions laid down in paragraph 2 .


### in order to ensure that employee participation is not unduly prejudiced as a result of the cross - border conversion , where the company carrying out the cross - border conversion is operating under an employee participation system in the departure member state , the company should be obliged to take a legal form allowing for the exercise of such participation , including through the presence of representatives of the employees in the appropriate management or supervisory organ of the company in the destination member state . moreover , in such a case , a bona fide negotiation between the company and its employees should take place , along the lines of the procedure provided for in directive 2001 / 86 / ec , with a view to finding an amicable solution reconciling the right of the company to carry out a cross - border conversion with the employees ' rights of participation . as a result of those negotiations , either a bespoke and agreed solution or , in the absence of an agreement , the application of standard rules as set out in the annex to directive 2001 / 86 / ec should apply , mutatis mutandis . in order to protect either the agreed solution or the application of those standard rules , the company should not be able to remove the participation rights through carrying out subsequent domestic or cross - border conversion , merger or division within three years . ### it is a fundamental principle and stated aim of this directive to secure employees ' involvement - rights . in order to reflect the cross - border nature of a companies ' conversion , merger or division , national information and consultation rights must be secured . therefore , in the company resulting from the cross - border conversion and merger at least the same level of all elements of employee involvement rights should continue to apply .


### member states shall ensure that where the competent authority referred to in paragraph 1 decides to carry out an in - depth assessment , it is able to hear the company and all parties that have submitted observations pursuant article 86h in accordance with national law . the competent authorities referred to in paragraph 1 may also hear any other interested third parties in accordance with national law . the competent authority shall take its final decision regarding the issue of the pre - conversion certificate within two months from the start of the in - depth assessment . ### member states shall ensure that where the competent authority referred to in paragraph 1 decides to carry out an in - depth assessment , it is able to hear the company and all parties that have submitted observations pursuant article 86h in accordance with national law . the competent authorities referred to in paragraph 1 may also hear any other interested third parties in accordance with national law . the competent authority shall take its final decision regarding the issue of the pre - conversion certificate within three months from the start of the in - depth assessment .


### the reports referred to in articles 160g , 160h and 160i , as appropriate ; ### the reports referred to in articles 160g and 160i ;


### the report shall be made available , at least electronically , to the members of each of the merging companies not less than one month before the date of the general meeting referred to in article 126 . the report shall also be made similarly available to the representatives of the employees of each of the merging companies , or where there are no such representatives , to the employees themselves . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies . ### the report shall be made available , at least electronically , to the members , trade unions and the representatives of the employees of the company or , where there are no such representatives , to the employees themselves of each of the merging companies not less than two months before the date of the general meeting referred to in article 126 . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies .


### when regulating the principles and procedures referred to in paragraph 3 , member states : shall confer on the special negotiating body the right to decide , by a majority of two thirds of its members representing at least two thirds of the employees , not to open negotiations or to terminate negotiations already opened and to rely on the rules on participation in force in the destination member state ; may , in the case where , following prior negotiations , standard rules for participation apply and notwithstanding such rules , decide to limit the proportion of employee representatives in the administrative organ of the converted company . however , if in the company carrying out the conversion employee representatives constituted at least one third of the administrative or supervisory board , the limitation may never result in a lower proportion of employee representatives in the administrative organ than one third ; shall ensure that the rules on employee participation that applied prior to the cross - border conversion continue to apply until the date of application of any subsequently agreed rules or in the absence of agreed rules until the application of default rules in accordance with point of part 3 of the annex . ### when regulating the principles and procedures referred to in paragraph 3 , member states shall ensure that the rules on employee participation that applied prior to the cross - border conversion continue to apply until the date of application of any subsequently agreed rules or in the absence of agreed rules until the application of default rules in accordance with point of part 3 of the annex .


### the expert shall draw up a written report providing at least : ### after consultation third parties with a reasoned interest in the division of the company , thecompetent authority shall draw up a written report providing at least :


### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . only after this registration should the competent authority of the departure member state strike the company off its own register . it should not be possible for the competent authority of the destination member state to challenge the accuracy of the information provided by the pre - conversion certificate . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions . ### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . the destination member states should also verify the ultimate beneficial owner of the converted company , based on information received . only after this registration should the competent authority of the departure member state strike the company off its own register . it should be possible for the competent authority of the destination member state to contact and submit questions to the competent authority in the member state of departure as to the accuracy of the information provided by the pre - conversion certificate , in particular to avoid an artificial arrangement . the competent authority of the member state of departure shall reply to such questions without undue delay . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions .


### the report shall be made available , at least electronically , to the members of each of the merging companies not less than one month before the date of the general meeting referred to in article 126 . the report shall also be made similarly available to the representatives of the employees of each of the merging companies , or where there are no such representatives , to the employees themselves . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies . ### the report shall be made available , at least electronically , to the members of each of the merging companies not less than one month before the date of the general meeting referred to in article 126 . the report shall also at the same time be made similarly available to the european works council , the representatives of the employees of each of the merging companies , or where there are no such representatives , to the employees themselves and the trade unions represented . however , where the approval of the merger is not required by general meeting of the acquiring company in accordance with article 126 , the report shall be made available , at least one month before the date of the general meeting of the other merging company or companies .


### the commission shall , no later than five years after [ op please insert the date of the end of the transposition period of this directive ] , carry out an evaluation of this directive and present a report on the findings to the european parliament , the council and the european economic and social committee accompanied , where appropriate , by a legislative proposal . member states shall provide the commission with the information necessary for the preparation of that report , in particular by providing data on the number of cross - border conversions , mergers and divisions , their duration and related costs . ### the commission shall , no later than three years after [ op please insert the date of the end of the transposition period of this directive ] , carry out an evaluation of this directive and present a report on the findings to the european parliament , the council and the european economic and social committee accompanied , where appropriate , by a legislative proposal . member states shall provide the commission with the information necessary for the preparation of that report , in particular by providing data on the number of cross - border conversions and mergers , their duration and related costs .


### member states shall ensure that information submitted to the independent expert can only be used for the purpose of drafting their report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the expert may submit a separate document containing any such confidential information to the competent authority , designated in accordance with article 86m and that separate document shall only be made available to the company carrying out the cross - border conversion and not be disclosed to any other party . ### member states shall ensure that information submitted to the competent authority can only be used for the purpose of drafting their report and that confidential information , including business secrets , shall not be disclosed , other than to employee representatives in accordance with national law and practice .


### however , in cases of genuine suspicion of fraud based on reasonable grounds , member states may require a physical presence before a competent authority where relevant information and documents are required to be submitted . ### however , member states may in justified exceptional cases of overriding reasons of public interest , require a physical presence before any competent authority , or before any other person or body dealing with , making or assisting in making the online disclosure .


### the issue of the pre - division certificate by the member state of the company being divided should be scrutinised to ensure the legality of the cross - border division . the competent authority should decide whether to issue a pre - division certificate within one month of the application by the company has been submitted , unless it has serious concerns as to the existence of an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically but it should be conducted on a case - by - case basis where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months informing the company that the in - depth assessment will be carried out . ### the issue of the pre - division certificate by the member state of the company being divided should be scrutinised to ensure the legality of the cross - border division . the competent authority should decide whether to issue a pre - division certificate within two months of the application by the company has been submitted , unless it has concerns as to the existence of an artificial arrangement . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically but it should be conducted on a case - by - case basis where there areconcerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within three months informing the company that the in - depth assessment will be carried out . the assessment by the departure member states , once final , shall be shared with the destination member state’s competent authority .


### however , member states may , in cases of genuine suspicion of fraud based on reasonable grounds , require a physical presence before a competent authority . ### however , member states may , in justified exceptional cases of overriding reasons of public interest , require a physical presence before any competent authority , or any other person or body dealing with , making or assisting in making the online disclosure .


### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . only after this registration should the competent authority of the departure member state strike the company off its own register . it should not be possible for the competent authority of the destination member state to challenge the accuracy of the information provided by the pre - conversion certificate . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions . ### after having received a pre - conversion certificate , and after verifying that the incorporation requirements in the destination member state are fulfilled , the competent authorities of the destination member state should register the company in the business register of that member state . only after this registration should the competent authority of the departure member state strike the company off its own register . it should be possible for the competent authority of the destination member state to submit questions to the competent authority n the member state of departure as to the accuracy of the information provided by the pre - conversion certificate , in particular to avoid an artificial arrangement . the competent authority of the member state of departure shall reply to such questions without undue delay . as a consequence of the cross - border conversion , the converted company should retain its legal personality , its assets and liabilities and all rights and obligations , including rights and obligations arising from contracts , acts or omissions .


### the evaluation of the implementation of the cross - border merger rules in member states has shown that the number of cross - border mergers in the union has significantly increased . however , this evaluation has also revealed certain shortcomings in relation specifically to creditor protection and shareholder protection as well as to the lack of simplified procedures which impede the full effectiveness and efficiency of those cross - border merger rules . ### the evaluation of the implementation of the cross - border merger rules in member states has shown that the number of cross - border mergers in the union has significantly increased . however , this evaluation has also revealed certain shortcomings in relation specifically to protection of employees , creditors and shareholders as well as to the lack of simplified procedures which impede the full effectiveness and efficiency of those cross - border merger rules .


### a detailed assessment of the accuracy of the reports and information submitted by the company carrying out the cross - border conversion ; ### a detailed assessment of the accuracy of both the draft terms and the reports as well as the information submitted by the company carrying out the cross - border conversion ;


### member states shall ensure that the company being divided applies to the competent authority , designated in accordance with article 160o , not less than two months before the date of the general meeting referred to in article 160k , to appoint an expert to examine and assess the draft terms of cross - border division and the reports referred to in articles 160g and 160h , subject to the proviso set out in paragraph 6 of this article . ### member states shall ensure that the company being divided applies to the competent authority , designated in accordance with article 160o , not less than two months before the date of the general meeting referred to in article 160k . the competent authority shall examine and assess the draft terms of cross - border division and the reports referred to in article 160g , subject to the proviso set out in paragraph 6 of this article .


### the legal form , name and registered office of the company in the departure member state ; ### the legal form , name , location of the registered office , of the company in the departure member state ;


### however , member states may , in cases of genuine suspicion of fraud based on reasonable grounds , require a physical presence before a competent authority . ### however , member states may , in justified exceptional cases of overriding reasons of public interest , require a physical presence before any competent authority , or before any other person or body dealing with , making or assisting in making the online disclosure .


### member states shall ensure in order to assess whether the cross - border conversion constitutes an artificial arrangement within the meaning of article 86c , that the competent authority of the departure member state carries out an in - depth assessment of all relevant facts and circumstances and shall take into account at a minimum the following : the characteristics of the establishment in the destination member state , including the intent , the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the converted company in the destination member state and the departure member state . ### member states shall ensure in order to assess whether the cross - border conversion constitutes an artificial arrangement , that the competent authority of the departure member state carries out an in - depth assessment of all relevant facts and circumstances and shall take into account at a minimum the following : the characteristics of the establishment in the destination member state , including the sector , the investment , the net turnover and profit or loss , number of employees , the composition of the balance sheet , the tax residence , the assets and their location , the habitual place of work of the employees and of specific groups of employees , the place where social contributions are due and the commercial risks assumed by the converted company in the destination member state and the departure member state .


### however , in cases of genuine suspicion of fraud based on reasonable grounds , member states may require a physical presence before a competent authority of a member state where relevant information and documents are required be submitted . ### however , member states may in justified exceptional cases of overriding reasons of public interest , require a physical presence before any competent authority , or before any other person or body dealing with , making or assisting in making the online disclosure , where relevant information and documents are required to be submitted .


### in order to further enhance the existing cross - border merger procedure , it is necessary to simplify those merger rules , where appropriate , whilst at the same time ensuring that stakeholders , and in particular employees , are adequately protected . therefore , the existing cross - border merger rules should be modified in order to oblige the management or administrative organs of the merging companies to prepare separate reports detailing the legal and economic aspects of the cross - border merger for both members and for employees . the obligation on the management or administrative organ of the company to prepare the report for the members may however be waived , where those members are already informed about legal and economic aspects of the proposed merger . however , the report prepared for employees may only be waived where the merging companies and their subsidiaries do not have any employees other than those who form part of the management or administrative organ . ### in order to further enhance the existing cross - border merger procedure , it is necessary to simplify those merger rules , where appropriate , whilst at the same time ensuring that in particular employees but also stakeholders and creditors , are adequately protected . therefore , the existing cross - border merger rules should be modified in order to oblige the management or administrative organs of the merging companies to prepare separate reports detailing the legal and economic aspects of the cross - border merger for both members and for employees . the obligation on the management or administrative organ of the company to prepare the report for the members may however be waived , where those members are already informed about legal and economic aspects of the proposed merger . however , the report prepared for employees may only be waived where the merging companies and their subsidiaries do not have any employees other than those who form part of the management or administrative organ .


### however , member states may , in cases of genuine suspicion of fraud based on reasonable grounds , require a physical presence before a competent authority . ### however , member states may , in justified exceptional cases of overriding reasons of public interest require a physical presence before any competent authority , or before any other person or body dealing with , making or assisting in making the online disclosure .


### article 4 , article 4 , and , article 4 and article 4 ; ### article 4 , article 4 , , , , , and , article 4 and article 4 ;


### the directive 2017 / 1132 of the european parliament and of the council2 regulates cross - border mergers of limited liability companies . these rules represent a significant milestone in improving the functioning of the single market for companies and firms and to exercise the freedom of establishment . however , evaluation of these rules shows that there is a need for modifications in cross - border merger rules . furthermore , it is appropriate to provide for rules regulating cross - border conversions and divisions . __________________ 2 directive 2017 / 1132 of the european parliament and of the council of 14 june 2017 relating to certain aspects of company law . ### the directive 2017 / 1132 of the european parliament and of the council2 regulates cross - border mergers of limited liability companies . these rules represent a significant milestone in improving the functioning of the single market for companies and firms and to exercise the freedom of establishment and provide adequate protection for stakeholders , such as workers , creditors and minority shareholders however , evaluation of these rules shows that there is a need for modifications in cross - border merger rules . furthermore , it is appropriate to provide for rules regulating cross - border conversions . __________________ 2 directive 2017 / 1132 of the european parliament and of the council of 14 june 2017 relating to certain aspects of company law .


### member states shall ensure that a company carrying out a cross - border conversion makes an offer of adequate compensation in the draft terms of the cross - border conversion as specified in the article 86d to the members , referred to in paragraph 1 of this article , who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 86i . member states shall further ensure that the company is able to accept an offer communicated electronically to an address provided by the company for that purpose . ### member states shall ensure that a company carrying out a cross - border conversion makes an offer of adequate compensation in the draft terms of the cross - border conversion as specified in the article 86d to the members , referred to in paragraph 1 of this article , who wish to exercise their right to dispose of their shareholdings . member states shall also establish the period for the acceptance of the offer , which shall not in any event exceed one month after the general meeting referred to in article 86i .


### the report referred to in paragraph 1 of this article shall be made available , at least electronically , to the members of the company being divided not less than two months before the date of the general meeting referred to in article 160k . that report shall also be made similarly available to the representatives of the employees of the company being divided or , where there are no such representatives , to the employees themselves . ### the report referred to in paragraph 1 of this article , shall be made available , at least electronically , to the members , trade unions and the representatives of the employees of the company or , where there are no such representatives , to the employees themselves , of the company being divided not less than two months before the date of the general meeting referred to in article 160k .


### the competent authority shall appoint an independent expert within five working days of the application referred to in paragraph 1 and the receipt of the draft terms and reports . the expert shall be independent from the company being divided and may be a natural or a legal person depending upon the law of the member state concerned . member states shall take into account , in assessing the independence of the expert , the framework established in articles 22 and 22b of directive 2006 / 43 / ec . ### the competent authority shall start working on the application referred to in paragraph 1 within ten working days following the receipt of the draft terms and report .


### when regulating the principles and procedures referred to in paragraph 3 , member states : shall confer on the special negotiating body the right to decide , by a majority of two thirds of its members representing at least two thirds of the employees , not to open negotiations or to terminate negotiations already opened and to rely on the rules on participation in force in the destination member state ; may , in the case where , following prior negotiations , standard rules for participation apply and notwithstanding such rules , decide to limit the proportion of employee representatives in the administrative organ of the converted company . however , if in the company carrying out the conversion employee representatives constituted at least one third of the administrative or supervisory board , the limitation may never result in a lower proportion of employee representatives in the administrative organ than one third ; shall ensure that the rules on employee participation that applied prior to the cross - border conversion continue to apply until the date of application of any subsequently agreed rules or in the absence of agreed rules until the application of default rules in accordance with point of part 3 of the annex . ### when regulating the principles and procedures referred to in paragraph 3 , member states shall ensure that the rules on employee participation that applied prior to the cross - border conversion continue to apply until the date of application of any subsequently agreed rules or in the absence of agreed rules until the application of default rules in accordance with point of part 3 of the annex .


### examination by an independent expert ### examination by the competent authority


### it is appropriate therefore to provide procedural and substantive rules on cross - border conversions which would contribute to the abolition of restrictions on freedom of establishment and provide at the same time adequate and proportionate protection for stakeholders such as employees , creditors and minority shareholders . ### it is appropriate therefore to provide procedural and substantive rules on cross - border conversions which would further facilitate the abolition of restrictions on freedom of establishment and provide at the same time adequate and proportionate protection for stakeholders such as employees , creditors and minority shareholders .


### the reports referred to in articles 86e and 86f . ### the report referred to in article 86e .


### however , member states may , in cases of genuine suspicion of fraud based on reasonable grounds , require a physical presence before a competent authority . ### member states shall lay down detailed rules for the online disclosure of documents and information referred to in paragraphs 1 and 3 . article 86h paragraph 4 subparagraph 2 and article 13f paragraph 3 and 4 shall apply accordingly .


### the issue of the pre - division certificate by the member state of the company being divided should be scrutinised to ensure the legality of the cross - border division . the competent authority should decide whether to issue a pre - division certificate within one month of the application by the company has been submitted , unless it has serious concerns as to the existence of an artificial arrangement aimed at obtaining undue tax advantages or at unduly prejudicing the legal or contractual rights of employees , creditors or members . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically but it should be conducted on a case - by - case basis where there are serious concerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within two months informing the company that the in - depth assessment will be carried out . ### the issue of the pre - division certificate by the member state of the company being divided should be scrutinised to ensure the legality of the cross - border division . the competent authority should decide whether to issue a pre - division certificate within two months of the application by the company has been submitted , unless it has concerns as to the existence of an artificial arrangement . in such a case , the competent authority should carry out an in - depth assessment . however , this in - depth assessment should not be carried out systematically but it should be conducted on a case - by - case basis where there areconcerns as to the existence of an artificial arrangement . for their assessment , competent authorities should take into account at least a number of factors laid down in this directive which however should be only considered as indicative factors in the overall assessment and not be considered in isolation . in order not to burden companies with an overly lengthy procedure , this in - depth assessment should in any event be concluded within three months informing the company that the in - depth assessment will be carried out . the assessment by the departure member states , once final , shall be shared with the destination member state’s competent authority .


### where the competent authority has serious concerns that the cross - border conversion constitutes an artificial arrangement referred to in article 86c , it may decide to carry out an in - depth assessment in accordance with article 86n and shall inform the company about its decision to conduct such an assessment and of the subsequent outcome . ### where the competent authority has serious concerns that the cross - border conversion constitutes an artificial arrangement , it shall carry out an in - depth assessment in accordance with article 86n and shall inform the company about its decision to conduct such an assessment and of the subsequent outcome .


### member states shall ensure that the independent expert shall be entitled to obtain from the company being divided all relevant information and documents and to carry out all necessary investigations to verify all elements of the draft terms or management reports . the independent expert shall also be entitled to receive comments and opinions from the representatives of the employees of the company , or , where there are no such representatives , employees themselves and also from the creditors and members of the company . ### member states shall ensure that the competent authority obtains from the company being divided all relevant information and documents and carries out all necessary investigations to verify all elements of the draft terms or management report . the competent authority shall furthermore be able to , where necessary , ask questions to the competent authority of the destination members states , and be entitled to receive comments and opinions from trade unions , the representatives of the employees of the company , or , where there are no such representatives , employees themselves and also from the creditors and members of the company . these shall be attached to the report as appendices .


### member states shall ensure that information submitted to the independent expert can only be used for the purpose of drafting the report and that confidential information , including business secrets , shall not be disclosed . where appropriate , the expert may submit a separate document containing confidential information to the competent authority designated in accordance with article 160o and that separate document shall only be made available to the company being divided and not be disclosed to any third party . ### member states shall ensure that information and opinions submitted to the competent authority can only be used for the purpose of drafting the report and that confidential information , including business secrets , shall not be disclosed .


### in order to provide information to its members , the company carrying out the cross - border conversion should prepare a report . the report should explain and substantiate the legal and economic aspects of the proposed cross - border conversion , in particular the implications of the cross - border conversion for members with regard to the future business of the company and the management organ ' s strategic plan . it should also include potential remedies available to members , where they do not agree with the decision to carry out a cross - border conversion . this report should also be made available to the employees of the company carrying our cross - border conversion . ### in order to provide information to its members , the company carrying out the cross - border conversion should prepare a report . the report should explain and substantiate the legal and economic aspects of the proposed cross - border conversion , in particular the implications of the cross - border conversion for members with regard to the future business of the company and the management organ ' s strategic plan . it should also include potential remedies available to members , where they do not agree with the decision to carry out a cross - border conversion . this report should also be made available to the employees of the company carrying our cross - border conversion as well as , where relevant , the european works council .


### ' member states shall ensure that the application for obtaining a pre - merger certificate by the merging companies including submission of any information and documents may be completed online in its entirety without the necessity to appear in person before the competent authority referred to in paragraph 1 . however , in cases of genuine suspicion of fraud based on reasonable grounds member states may require a physical presence before a competent authority where relevant information and documents are required to be submitted . ' ; ### member states shall ensure that the application for obtaining a pre - merger certificate by the merging companies including submission of any information and documents may be completed online in its entirety without the necessity to appear in person before the competent authority or any other person or authority entrusted with processing the application referred to in paragraph 1 . however , member states may , in justified exceptional cases of overriding reasons of public interest require a physical presence before any competent authority , or before any other person or body dealing with , making or assisting in making the online disclosure , where relevant information and documents are required to be submitted . member states shall lay down detailed rules for the online disclosure of documents and information referred to in paragraphs 1 and 3 . article 13f paragraphs 3 and 4 shall apply accordingly . '


### employers shall consider and respond to requests for flexible working arrangements referred to in paragraph 1 , taking into account the needs of both employers and workers . employers shall justify any refusal of such a request . ### employers shall consider and respond to requests for flexible working arrangements referred to in paragraph 1 , taking into account the needs of both employers and workers . employers shall justify in writing any refusal of such a request . in particular , for parents of children with disabilities and extremely serious illnesses - according to the certifications established by the national health authorities - the rejection of requests for flexible working arrangements shall be expressly forbidden . for workers with children under the conditions indicated , the right to flexible working arrangements is extended until the children reach the age of eighteen .


### member states shall take the necessary measures to ensure that workers have the right to carers ' leave of at least five working days per year , per worker . such right may be subject to appropriate substantiation of the medical condition of the worker ' s relative . ### member states shall take the necessary measures to ensure that workers have the right to paid carers ' leave of at least seven working days per year , per worker . such right must be subject to appropriate substantiation of the medical condition of the worker ' s relative .


### in order to provide greater possibility for parents to use parental leave as their children grow up , the right to parental leave should be granted until the child is at least twelve years old . member states should be able to specify the period of notice to be given by the worker to the employer when applying for parental leave and to decide whether the right to parental leave may be made subject to a certain period of service . in view of the growing diversity of contractual arrangements , the sum of successive fixed - term contracts with the same employer should be taken into account for the purpose of calculating the period of service . to balance the needs of workers with those of employers , member states should also be able to decide whether they define if the employer may be allowed to postpone the granting of parental leave under certain circumstances . in such cases , the employer should provide justification for the postponement . given that flexibility makes it more likely that second parents , in particular fathers , will take up their entitlement to such leave , workers should be able to request to take parental leave on a full - time or part - time basis or in other flexible forms . it should be up to the employer whether or not to accept such a request for parental leave in other flexible forms than full - time . member states should also assess if the conditions and detailed arrangements of parental leave should be adapted to the specific needs of parents in particularly disadvantaged situations . ### in order to provide greater possibility for parents to use parental leave as their children grow up , the right to parental leave should be granted until the child is at least thirteen years old . member states should be able to specify the period of notice to be given by the worker to the employer when applying for parental leave . in view of the growing diversity of contractual arrangements , the sum of successive fixed - term contracts with the same employer should be taken into account for the purpose of calculating the period of service . to balance the needs of workers with those of employers , member states should also be able to decide whether they define if the employer may be allowed to postpone the granting of parental leave under certain circumstances . in such cases , the employer should provide written justification for the postponement . given that flexibility makes it more likely that second parents , in particular fathers , will take up their entitlement to such leave , workers should be able to request to take parental leave on a full - time or part - time basis or in other flexible forms . it should be up to the employer whether or not to accept such a request for parental leave in other flexible forms than full - time . member states should also assess if the conditions and detailed arrangements of parental leave should be adapted to the specific needs of parents in particularly disadvantaged situations .


### in order to provide greater possibility for parents to use parental leave as their children grow up , the right to parental leave should be granted until the child is at least twelve years old . member states should be able to specify the period of notice to be given by the worker to the employer when applying for parental leave and to decide whether the right to parental leave may be subject to a certain period of service . in view of the growing diversity of contractual arrangements , the sum of successive fixed - term contracts with the same employer should be taken into account for the purpose of calculating the period of service . to balance the needs of workers with those of employers , member states should also be able to decide whether they define if the employer may be allowed to postpone the granting of parental leave under certain circumstances . in such cases , the employer should provide justification for the postponement . given that flexibility makes it more likely that second parents , in particular fathers , will take up their entitlement to such leave , workers should be able to request to take parental leave on a full - time or part - time basis or in other flexible forms . it should be up to the employer whether or not to accept such a request for parental leave in other flexible forms than full - time . member states should also assess if the conditions and detailed arrangements of parental leave should be adapted to the specific needs of parents in particularly disadvantaged situations . ### in order to provide greater possibility for parents to use parental leave as their children grow up , the right to parental leave should be granted until the child is at least thirteen years old . member states should be able to specify the period of notice to be given by the worker to the employer when applying for parental leave . to balance the needs of workers with those of employers , member states should also be able to decide whether they define if the employer may be allowed to postpone the granting of parental leave under certain circumstances . in such cases , the employer should provide justification in writing for the postponement . given that flexibility makes it more likely that second parents , in particular fathers , will take up their entitlement to such leave , workers should be able to request to take parental leave on a full - time or part - time basis or in other flexible forms . it should be up to the employer whether or not to accept such a request for parental leave in other flexible forms than full - time . member states should also assess if the conditions and detailed arrangements of parental leave should be adapted to the specific needs of parents in particularly disadvantaged situations .


### member states shall take the necessary measures to ensure that fathers have the right to take paternity leave of at least ten working days on the occasion of the birth of a child . ### member states shall take the necessary measures to ensure that the second parent has the right to take mandatory paid paternity leave of at least&#160 ; fourteen working days on the occasion of the birth of a child .


### member states shall take the necessary measures to ensure that workers with children up to a given age , which shall be at least twelve , and carers , have the right to request flexible working arrangements for caring purposes . the duration of such flexible working arrangements may be subject to a reasonable limitation . ### member states shall take the necessary measures to ensure that workers with children up to a given age , which shall be at least thirteen , and carers , have the right to request flexible working arrangements for caring purposes . the duration of such flexible working arrangements may be subject to a reasonable limitation .