Recitals
- Recital (1)The objective of this Directive is to contribute to the proper functioning of the internal market and the Capital Markets Union, and to…
- Recital (2)Insolvency proceedings ensure the orderly winding up or restructuring of companies or entrepreneurs that are in financial and economic…
- Recital (3)The integration of the internal market in the area of insolvency law through this Directive is key to improving the efficiency of the…
- Recital (4)This Directive is without prejudice to individual and collective workers’ rights under Union and national law in the context of insolvency…
- Recital (5)In order to protect the value of insolvency estates for creditors, national insolvency laws should include effective rules on actions for…
- Recital (6)Given that avoidance actions aim to reverse the detrimental effects of a legal act on an insolvency estate, it is appropriate to consider…
- Recital (7)For the purposes of this Directive, the notion of legal acts under the rules on avoidance actions should be interpreted broadly in order to…
- Recital (8)This Directive lays down minimum rules on avoidance actions. Therefore, with the sole exception of the limitation period for avoidance…
- Recital (9)To protect the legitimate expectations of a debtor’s counterparty, any interference, as a result of an avoidance action, with the validity…
- Recital (10)Avoidance actions should cover legal acts perfected within a certain minimum period prior to the date of submission of a request for the…
- Recital (11)For the purposes of avoidance actions, a distinction should be drawn between legal acts where the claim of the counterparty was due and…
- Recital (12)The rules on avoidance actions introduced by this Directive should not apply to certain legal acts that constitute congruent coverage,…
- Recital (13)The payment by a debtor of an outstanding debt to a third party in a three-party relationship, such as where a subsidiary company pays its…
- Recital (14)It should not be possible to invoke the fact that the enrichment resulting from the void, voidable or unenforceable legal act is no longer…
- Recital (15)New financing or interim financing provided in accordance with national law as part of a restructuring attempt, including in the course of…
- Recital (16)As an instrument of minimum harmonisation, this Directive is without prejudice to national laws on the validity of legal acts subject to…
- Recital (17)The main consequence of a legal act being void, voidable or unenforceable as a result of an avoidance action is an obligation for the party…
- Recital (18)Parties who are closely related to the debtor, such as relatives, where the debtor is a natural person, or, where the debtor is a legal…
- Recital (19)Improving the means available to insolvency practitioners to identify and trace assets belonging to an insolvency estate, as well as assets…
- Recital (20)It is therefore necessary to lay down provisions to ensure that insolvency practitioners, when performing their duties in insolvency…
- Recital (21)Immediate and direct access to bank account registers is often indispensable to maximise the value of insolvency estates. Therefore, rules…
- Recital (22)In order to respect the right to the protection of personal data and the right to privacy, direct and immediate access to bank account…
- Recital (23)Directive (EU) 2024/1640 provides that centralised automated mechanisms, such as central registers or central electronic data retrieval…
- Recital (24)Access by the courts or administrative authorities designated under this Directive to bank account information across borders through BARIS…
- Recital (25)Any personal data obtained by designated courts or administrative authorities or insolvency practitioners under this Directive should be…
- Recital (26)Directive (EU) 2024/1640 ensures that persons with a legitimate interest are granted access to beneficial ownership information, in…
- Recital (27)To ensure that assets can be traced efficiently in the context of cross-border insolvency proceedings, insolvency practitioners should be…
- Recital (28)In order to establish an effective and consistent system for the enforcement of debts against the assets of debtors, it is essential to…
- Recital (29)In the context of liquidation in insolvency proceedings, national insolvency laws should allow for the realisation of the assets of a…
- Recital (30)It is generally assumed that a higher value can be recovered in liquidation by selling a business, or part thereof, as a going concern…
- Recital (31)The aim of the preparation phase should be to find an appropriate buyer for the debtor’s business, or part thereof, and should be…
- Recital (32)Pre-pack proceedings are without prejudice to workers’ rights under Union and national law, including the involvement of workers’…
- Recital (33)This Directive is without prejudice to Directive 2001/23/EC. In light of the case law of the Court of Justice, namely the judgment of 28…
- Recital (34)The introduction of pre-pack proceedings under this Directive should not lead, in any way, to restrictions on the powers of insolvency…
- Recital (35)The provisions of this Directive regarding pre-pack proceedings do not replace national substantive rules, in particular those on the…
- Recital (36)The pre-pack proceedings provided for under this Directive should be applied to debtors that are legal persons. Member States should be…
- Recital (37)Debtors should be able to benefit from a temporary stay of individual enforcement actions. The stay should be available either in the…
- Recital (38)Pre-pack proceedings should ensure that the best bid received during the preparation phase is either submitted to the court or competent…
- Recital (39)The preparation phase should be limited in time. Member States should provide for a maximum duration that can be shorter than the length of…
- Recital (40)In order to ensure that a business is sold for the best price through the pre-pack proceedings, Member States should ensure that the sale…
- Recital (41)Member States are not precluded from providing that a court or a competent authority that has established that the sale process is not…
- Recital (42)It is necessary that all creditors holding claims against the insolvent debtor have the right to participate in the liquidation phase of…
- Recital (43)In insolvency systems that are based on the principle of creditor autonomy, Member States should be able to provide that it is for the…
- Recital (44)Where a Member State opts to require high standards in the preparation phase, the monitor or, where and to the extent that Member States so…
- Recital (45)When a public auction is run prior to or after the opening of the liquidation phase, the bid selected by the monitor during the preparation…
- Recital (46)The monitor should document and report on each step of the sale process in writing. Those documents and reports should be made available in…
- Recital (47)To prevent the value of a business from depreciating merely because it is subject to insolvency proceedings, it is important to ensure that…
- Recital (48)The provisions of this Directive on the automatic assignment of contracts to the acquirer are without prejudice to the right of the…
- Recital (49)Member States should also be able to introduce an additional safeguard for the protection of the counterparty’s legitimate interests, by…
- Recital (50)In order to increase the attractiveness of asset deals for potential buyers and thereby to achieve higher prices in going-concern sales,…
- Recital (51)The release of security interests in or other encumbrances attached to assets belonging to the debtor’s business should be governed by…
- Recital (52)The best bid should not be disqualified in the preparation phase solely on the basis that it is submitted by a party closely related to the…
- Recital (53)Where the bid submitted by a party closely related to the debtor is considered as the best bid, Member States should be able to introduce…
- Recital (54)The possibility of enforcing pre-emption rights in the course of the sale process would distort competition in the pre-pack proceedings.…
- Recital (55)Member States should allow secured creditors to participate in the bidding process in the pre-pack proceedings by offering the amount of…
- Recital (56)This Directive is without prejudice to the application of Union competition law, in particular Council Regulation (EC) No 139/2004, and…
- Recital (57)Directors oversee the management of the affairs of a company and have the best overview of its financial situation. Directors are therefore…
- Recital (58)A request for the opening of insolvency proceedings should be submitted within a specified time limit. Member States should ensure that…
- Recital (59)When a company becomes insolvent, the protection of the general body of creditors can be achieved in different ways. Therefore, Member…
- Recital (60)To ensure that directors do not act against the interests of creditors by delaying the submission of a request for the opening of…
- Recital (61)Where Member States allow directors to take measures to protect the interests of the general body of creditors, other than by discharging…
- Recital (62)In order to promote an efficient and inclusive insolvency framework that supports entrepreneurship and economic renewal, Member States…
- Recital (63)Where an entrepreneur has full or partial ownership of a company and is personally liable for all the debt of the company, the fact that…
- Recital (64)It is important to ensure that creditors are appropriately involved in insolvency proceedings so that their interests can be adequately…
- Recital (65)The burden of establishing and operating a creditors’ committee ought to be commensurate with its benefits. Therefore, Member States should…
- Recital (66)The provisions of this Directive on the establishment of creditors’ committees should apply to debtors that are legal persons. Member…
- Recital (67)Member States should clarify the functions of creditors’ committees and the requirements, duties and procedures for appointing their…
- Recital (68)Fair representation of creditors in creditors’ committees is particularly important in relation to unsecured creditors, including creditors…
- Recital (69)Creditors’ committees should be involved in insolvency proceedings and ensure that they are conducted in a way that protects creditors’…
- Recital (70)While a creditors’ committee should be sufficiently large to ensure a diversity in the views and interests of the creditors, it should also…
- Recital (71)The working methods of creditors’ committees should be transparent and effective. Member States should therefore lay down requirements…
- Recital (72)Creditors should be able to participate and vote electronically, or to delegate their voting rights to a duly authorised third person. The…
- Recital (73)Creditors’ committees should be granted sufficient rights to perform their functions efficiently and effectively. Member States should…
- Recital (74)Since the operation of creditors’ committees incurs expenses, Member States should establish clear rules as to who bears those expenses.…
- Recital (75)To encourage creditors to become members of creditors’ committees, Member States should limit their civil liability for carrying out their…
- Recital (76)To ensure enhanced transparency of the key features of national insolvency proceedings and, especially, to help cross-border creditors…
- Recital (77)In the event of exceptional emergency situations stemming from natural disasters or other catastrophic events which seriously disrupt…
- Recital (78)In order to ensure uniform conditions for the implementation of this Directive, implementing powers should be conferred on the Commission.…
- Recital (79)This Directive is without prejudice to the protection of undisclosed know-how and business information, otherwise known as trade secrets,…
- Recital (80)Since the objectives of this Directive cannot be sufficiently achieved by the Member States because differences between national insolvency…
- Recital (81)This Directive respects the fundamental rights and observes the principles recognised by the Charter, in particular the right to respect…
- Recital (82)Regulation (EU) 2016/679 of the European Parliament and of the Council applies to the processing of personal data for the purposes of this…
- Recital (83)The European Data Protection Supervisor was consulted in accordance with Article 42(1) of Regulation (EU) 2018/1725 and delivered an…
Text as published in the Official Journal; for the authentic version, see EUR-Lex.
