17 Amendments of Dita CHARANZOVÁ related to 2014/0120(COD)
Amendment 119 #
Proposal for a directive
Recital 3
Recital 3
(3) Establishing single-member limited liability companies as subsidiaries in other Member States entails costs due to the diverse legal and administrative requirements which must be met in the Member States concerned. Such divergent requirements continue to exist among Member States and therefore companies might find it costly and difficult to conduct business across borders. The additional financial and administrative burdens and costs related to setting-up companies hamper the full development of business within the internal market.
Amendment 121 #
Proposal for a directive
Recital 6
Recital 6
(6) In line with the Europe 2020 strategy, the Review of the Small Business Act for Europe18 advocated further progress in making smart regulation a reality, enhancing market access and promoting entrepreneurship, innovation, job creation and inclusive growth. __________________ 18 COM(2011) 78 final, 23.2.2011.
Amendment 122 #
Proposal for a directive
Recital 7
Recital 7
(7) In order to foster more entrepreneurship in Europe and to facilitate the cross-border activities of SMEs and the establishment of single- member companies as subsidiaries in other Member States, the costs and administrative burdens involved in setting- up these companies should be reduced and the rules for businesses on the internal market of the Union should be simplified.
Amendment 125 #
Proposal for a directive
Recital 8
Recital 8
(8) The availability of a harmonised legal framework governing the formation of single-member companies, including the establishment of a uniform online template for the articles of association should contribute to the progressive abolition of restrictions on freedom of establishment as regards the conditions for setting up subsidiaries in the territories of Member States and lead to a reduction in costs.
Amendment 137 #
Proposal for a directive
Recital 13
Recital 13
(13) In order to make it easier and less costly to establish subsidiaries in other Member States, the online registration of SUPs should be ensured. In such case, the payment of the consideration in cash should be required. The founders of SUPs should not be obliged to be physically present before any Member State's registration body. The register should be accessible from any Member State and a company founder should be able to make use of existing points of single contact created under Directive 2006/123/EC of the European Parliament and of the Council19 as a gateway to national on-line registration points. It should, therefore, be possible to establish SUPs from distance and fully by electronic means. __________________ 19 Directive 2006/123/EC of the European Parliament and of the Council of 12 December 2006 on services in the internal market (OJ L 376, 27.12.2006, p. 36).
Amendment 151 #
Proposal for a directive
Article 2 – point 5 a (new)
Article 2 – point 5 a (new)
(5a) 'online registration' means a registration procedure fully completed electronically at a distance without requiring the need of a physical presence of the founder before the authorities of the Member State of registration;
Amendment 154 #
Proposal for a directive
Article 5 – paragraph 1
Article 5 – paragraph 1
1. Contracts between the single-member and the company shall be recorded in writing and kept in a digital format. Records of such contracts shall be kept for at least five years.
Amendment 156 #
Proposal for a directive
Article 6 – paragraph 2
Article 6 – paragraph 2
2. Member States shall not hinder SUPs from being single-members in other companies. Member States may establish rules prohibiting SUPs from being single- members in other limited liability companies if this leads to cross or circular ownership.
Amendment 171 #
Proposal for a directive
Article 11 – paragraph 1
Article 11 – paragraph 1
1. Member States shall require that the articles of association of the SUP shall cover at least the subject matters provided for in paragraph 2.
Amendment 172 #
Proposal for a directive
Article 11 – paragraph 1 – subparagraph 1 a (new)
Article 11 – paragraph 1 – subparagraph 1 a (new)
Member States shall ensure online registration of an SUP with the uniform template of articles referred to in paragraphs 2 and 3.
Amendment 177 #
Proposal for a directive
Article 11 – paragraph 2 a (new)
Article 11 – paragraph 2 a (new)
2a. Member States shall ensure that the following templates may be used for on- line registration. The possibility to register an SUP on-line with the uniform template of articles of association shall not preclude the founder from registering on-line with its own bespoke articles of association if national law allows for it.
Amendment 178 #
Proposal for a directive
Article 11 – paragraph 2 b (new)
Article 11 – paragraph 2 b (new)
2b. Member States shall ensure that an SUP may be registered on-line with the uniform template of articles of association. The obligation under Article 11 of Directive 2009/101/EC to have founding instruments drawn up and certified in due legal form shall be considered fulfilled if the founder draws up the founding instruments of SUP using the uniform template.
Amendment 199 #
Proposal for a directive
Article 14 – paragraph 3
Article 14 – paragraph 3
3. Member States shall ensure that the registration procedure for newly incorporated SUPs may be completed electronically in its entirety without it being necessary for the founding member to appearequiring the need of a physical presence of the founder before any authority in the Member State of registration (on-line registration).
Amendment 209 #
Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1
Article 14 – paragraph 5 – subparagraph 1
5. Member States mayshall lay down rules for verifying the identity of the founding member, and any other person making the registration on the member's behalf, and the acceptability of the documents and other information submitted to the registration body. Any identification issued in another Member State by the authorities of that State or on their behalf, including identification issued electronically, shall be recognised and accepted for the purposes of the verification by the Member State of registrationWithout prejudice to paragraph 3, the process of registration and verification of identification of the founding member and/or a representative that registers the SUP on the member's behalf shall be governed by the applicable national law. Where, for the purposes of the first subparagraph, it is necessary for Member States to have recourse to administrative cooperation between them, they shall apply Regulation (EU) No 1024/2012.
Amendment 216 #
Proposal for a directive
Article 14 a (new)
Article 14 a (new)
Article 14a Recognition of identification means for the purposes of on-line registration 1. For the purposes of on-line registration of an SUP, the registration authorities shall recognise: (a) electronic identification means issued under an electronic identification scheme approved for the purpose of on-line registration of SUPs by the Member State of registration; (b) an electronic identification means issued in another Member State complying with Article 6 of Regulation (EU) No 910/2014. 2. The registration authorities may also recognise other electronic or non- electronic identification means. When non-electronic identification means, issued in the Member State of registration, are recognised by the registration authorities for the purpose of on-line registration, the same type of non- electronic identification issued in other Member States shall be equally recognised. 3. Member States shall ensure that any measures taken to comply with this Article or Article 14 do not affect the possibility of on-line registration referred to in Article 14(3).
Amendment 240 #
Proposal for a directive
Article 25 – paragraph 1
Article 25 – paragraph 1
1. Member States shall ensure that their national law requires an SUPs to be dissolved or transformed into another form of company if SUPsit ceases to comply with the requirements laid down in this Directive. If an SUP fails to take appropriate steps to convert into another company law form, the competent authority shall be granted the powers necessary to dissolve the SUP.
Amendment 244 #
Proposal for a directive
Article 30 a (new)
Article 30 a (new)
Article 30a Review By [2 years after the date of transposition of this Directive], the Commission shall review the operation of this Directive, in particular, in the light of the development of the Digital Single Market, as regards options to extend the scope to companies with more than one shareholder, and present a legislative proposal if appropriate.