S.L. 386.26 Art. 23Consequences of cross-border division.

(1) A cross-border full division shall, as from the date on which it becomes effective, have the following consequences:

(a) all the assets and liabilities of the company being divided, including all contracts, credits and rights and obligations shall be transferred to the recipient companies in accordance with the allocation specified in the draft terms of the cross‐border division;

(b) the members of the company being divided shall become members of the recipient companies in accordance with the allocation of shares specified in the draft terms of the cross-border division, unless they have disposed of their shares as referred to in regulation 12(1);

(c) the rights and obligations of the company being divided arising from contracts of employment or from employment relationships and existing at the date on which the cross-border division takes effect shall be transferred to the recipient companies; and

(d) the company being divided shall cease to exist.

(2) A cross-border partial division shall, as from the date on which it becomes effective, have the following consequences:

(a) part of the assets and liabilities of the company being divided, including contracts, credits and rights and obligations shall be transferred to the recipient companies, while the remaining part shall continue to be that of the company being divided in accordance with the allocation specified in the draft terms of the cross-border division; COMPANIES

(b) at least some of the members of the company being divided shall become members of the recipient companies and at least some of the members shall remain in the company being divided or shall become members of both in accordance with the allocation of shares specified in the draft terms of the cross-border division, unless those members have disposed of their shares; and

(c) the rights and obligations of the company being divided arising from contracts of employment or from employment relationships and existing at the date on which the cross-border division takes effect, allocated to the recipient companies under the draft terms of the cross-border division, shall be transferred to the respective recipient companies.

(3) A cross-border division by separation shall, as from the date on which it becomes effective, have the following consequences:

(a) part of the assets and liabilities of the company being divided, including contracts, credits and rights and obligations, shall be transferred to the recipient companies, while the remaining part shall continue to be that of the company being divided, in accordance with the allocation specified in the draft terms of the cross-border division;

(b) the shares of the recipient companies shall be allocated to the company being divided;

(c) the rights and obligations of the company being divided arising from contracts of employment or from employment relationships and existing at the date on which the cross-border division takes effect, allocated to the recipient companies under the draft terms of the cross-border division, shall be transferred to the respective recipient company or companies.

(4) Without prejudice to regulation 15(3), where an asset or a liability of the company being divided is not explicitly allocated under the draft terms of the cross-border division, and where the interpretation of those terms does not make a decision on its allocation possible, the asset, the consideration therefore or the liability is allocated to all the recipient companies or, in the case of a partial division or a division by separation, to all the recipient companies and the company being divided in proportion to the share of the net assets allocated to each of those companies under the draft terms of the cross-border division.