PURPOSE: to codify a series of Directives relating to
certain aspects of company law.
PROPOSED ACT: Directive of the European Parliament and
of the Council.
ROLE OF THE EUROPEAN PARLIAMENT: the European
Parliament decides in accordance with the ordinary legislative
procedure and on an equal footing with Council.
BACKGROUND: Council Directive 82/891/EEC, Council
Directive 89/666/EEC, Directive 2005/56/EC of the European
Parliament and of the Council, Directive 2009/101/EC of the
European Parliament and of the Council, Directive 2011/35/EU of the
European Parliament and of the Council and Directive 2012/30/EU of
the European Parliament and of the Council have been substantially
amended several times.
On 1 April 1987, the Commission decided to instruct
its staff that all acts should be codified after no more than ten
amendments, stressing that this is a minimum requirement. The
Conclusions of the Presidency of the Edinburgh European Council in
December 1992 confirmed this, whilst stressing the importance of
codification.
The European Parliament, the Council and the
Commission have agreed, by an interinstitutional agreement dated 20
December 1994, that an accelerated procedure may be used for the
fast-track adoption of codification instruments.
CONTENT: in the interests of clarity and rationality,
this proposal seeks to codify the following directives:
- Sixth Council Directive concerning the division of
public limited liability companies (82/891/EEC),
- Eleventh Council Directive concerning disclosure
requirements in respect of branches opened in a Member State by
certain types of company governed by the law of another State
(89/666/EEC),
- Directive 2005/56/EC of the European Parliament and of
the Council on cross-border mergers of limited liability
companies,
- Directive 2009/101/EC of the European Parliament and
of the Council on coordination of safeguards which, for the
protection of the interests of members and third parties, are
required by Member States of companies within the meaning of the
second paragraph of Article 48 of the Treaty, with a view to making
such safeguards equivalent,
- Directive 2011/35/EU of the European Parliament and of
the Council concerning mergers of public limited liability
companies,
- Directive 2012/30/EU of the European Parliament and of
the Council on coordination of safeguards which, for the protection
of the interests of members and others, are required by Member
States of companies within the meaning of the second paragraph of
Article 54 of the Treaty on the Functioning of the European Union,
in respect of the formation of public limited liability companies
and the maintenance and alteration of their capital.
The new Directive will supersede the various acts
incorporated in it; the proposal fully preserves the content of
the acts being codified and hence does no more than bring them
together with only such formal amendments as are required by the
codification exercise itself.
The proposed Directive lays down measures concerning
the following:
- the coordination of safeguards which are required by
Member States in respect of the formation of public limited
liability companies and the maintenance and alteration of their
capital;
- the coordination of safeguards which are required by
Member States concerning disclosure requirements in respect of
public and private limited liability companies;
- the disclosure requirements in respect of branches
opened in a Member State by certain types of company governed by
the law of another State;
- mergers of public limited liability
companies;
- cross-border mergers of limited liability
companies;
- the division of public limited liability
companies.
DELEGATED ACTS: the proposal contains provisions
empowering the Commission to adopt delegated acts in accordance
with Article 290 of the Treaty on the Functioning of the European
Union.