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Directive (EU) 2017/1132 Article 12

Directive (EU) 2017/1132 Article 12

Consequences of nullity

Article 12

1.   The question whether a decision of nullity pronounced by a court of law may be relied on as against third parties shall be governed by Article 16. Where the national law entitles a third party to challenge the decision, he may do so only within six months of public notice of the decision of the court being given. 2.   Nullity shall entail the winding-up of the company, as may dissolution. 3.   Nullity shall not of itself affect the validity of any commitments entered into by or with the company, without prejudice to the consequences of the company's being wound up. 4.   The laws of each Member State may make provision for the consequences of nullity as between members of the company. 5.   Holders of shares in the capital of a company shall remain obliged to pay up the capital agreed to be subscribed by them but which has not been paid up, to the extent that commitments entered into with creditors so require.

Read the full instrument → · Read this in context: Section 2 — Nullity of the limited liability company and validity of its obligations →

Other provisions in Section 2 — Nullity of the limited liability company and validity of its obligations

Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. · Read the official text ↗ · Data as of 2026-07-04

CitationArticle 12 of Directive (EU) 2017/1132 (LawPlayer, data as of 2026-07-04)

© European Union, https://eur-lex.europa.eu, 1998-2026. Reuse authorised under Commission Decision 2011/833/EU, provided the source is acknowledged.

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