Exemption from the requirement of approval by the general meeting of the company being divided
Article 154
Without prejudice to Article 140, Member States shall not require approval of the division by the general meeting of the company being divided if the recipient companies together hold all the shares of the company being divided and all other securities conferring the right to vote at general meetings of the company being divided, and the following conditions are fulfilled: (a) each of the companies involved in the operation carries out the publication provided for in Article 138 at least one month before the operation takes effect; (b) at least one month before the operation takes effect, all shareholders of companies involved in the operation are entitled to inspect the documents specified in Article 143(1), at their company's registered office; (c) where a general meeting of the company being divided, required for the approval of the division, is not summoned, the information provided for in Article 141(3) covers any material change in the asset and liabilities after the date of preparation of the draft terms of division. For the purposes of point (b) of the first paragraph, Article 143(2), (3) and (4) and Article 144 shall apply.