46 Amendments of Miapetra KUMPULA-NATRI related to 2014/0120(COD)
Amendment 1 #
Proposal for a directive
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The European Parliament rejects the Commission proposal.
Amendment 5 #
Proposal for a directive
Recital 2
Recital 2
Amendment 19 #
Proposal for a directive
Recital 8
Recital 8
Amendment 27 #
Proposal for a directive
Recital 10
Recital 10
(10) To respect Member States’ existing traditions ofin company law, flexibility should be afforded to them as regards the manner and extent to which they wish to apply harmonised rules governing the formation and operation of SUPs. Member States may apply Part 2 of this Directive to all single-member private limited liability companies so that all such companies would operate and be known as SUPs. Alternatively, they should be fully respected by affording them the flexibility to govern company forms at national level and enforce related standards. To facilitate entrepreneurship for small and micro- enterprises, Member States should provide for the establishment of an SUP as a separate company law form which would exist in parallel with other forms of single- member private limited liability company provided for in national law.
Amendment 32 #
Proposal for a directive
Recital 11
Recital 11
(11) To ensure that the harmonised rules are applied as widely as possible, both natural and legstandards can be maintained and enforced, only natural persons should be entitled to form SUPs. For the same reason private limited liability companies that were not formed as SUPs should be able to benefit from the SUP framework if they choose to opt in to this legal framework. They should be able to be transformed into SUPs in accordance with applicable national law.
Amendment 35 #
Proposal for a directive
Recital 12
Recital 12
Amendment 39 #
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, tThe founders of SUPs shcould 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 44 #
Proposal for a directive
Recital 15
Recital 15
Amendment 54 #
Proposal for a directive
Recital 18
Recital 18
(18) Provisions concerning the establishment of single-member private limited companies should not affect the right of Member States to maintain existing rules concerning the verification of the registration process, provided that the whole registration procedure may be completed electronically and at a distance.
Amendment 57 #
Proposal for a directive
Recital 19
Recital 19
Amendment 63 #
Proposal for a directive
Recital 23
Recital 23
Amendment 68 #
Proposal for a directive
Recital 25
Recital 25
Amendment 72 #
Proposal for a directive
Recital 26
Recital 26
Amendment 75 #
Proposal for a directive
Recital 28
Recital 28
Amendment 78 #
Proposal for a directive
Recital 29
Recital 29
Amendment 84 #
Proposal for a directive
Article 1 – paragraph 1 – point a
Article 1 – paragraph 1 – point a
Amendment 89 #
Proposal for a directive
Article 1 – paragraph 1 – point b
Article 1 – paragraph 1 – point b
(b) Societas Unius Personae (SUP) referred to in Article 6., on condition that the company is incorporated by a natural person and the company does not exceed the limits defined in Article 3.1 of Directive 2013/34/EC
Amendment 93 #
Proposal for a directive
Article 1 – paragraph 2 – subparagraph 1
Article 1 – paragraph 2 – subparagraph 1
Amendment 97 #
Proposal for a directive
Article 1 – paragraph 2 – subparagraph 2
Article 1 – paragraph 2 – subparagraph 2
Amendment 100 #
Proposal for a directive
Article 1 – paragraph 3
Article 1 – paragraph 3
Amendment 104 #
Proposal for a directive
Article 2 – paragraph 1 – point 1
Article 2 – paragraph 1 – point 1
(1) ‘single-member company’ means a company whose shares are held by a single person and that is incorporated by a natural person;
Amendment 112 #
Proposal for a directive
Article 6 – paragraph 2
Article 6 – paragraph 2
Amendment 115 #
Proposal for a directive
Article 7 – paragraph 2
Article 7 – paragraph 2
Amendment 124 #
Proposal for a directive
Article 7 – paragraph 4 a (new)
Article 7 – paragraph 4 a (new)
4a. This Directive is without prejudice to any national laws governing matters related to labour law, including among others the workers’ participation in the management or supervisory bodies of companies and the right to information and consultation, and taxation, accounting or insolvency proceedings. It is also without prejudice to the application of the national rules on the conflict of laws.
Amendment 129 #
Proposal for a directive
Article 7 – paragraph 5 a (new)
Article 7 – paragraph 5 a (new)
5a. Workers’ participation in company boards and workers’ rights on information and consultation in an SUP shall be governed by the provisions of the Member State in which the SUP has its single seat. When registering a SUP, it has to prove compliance with this provision.
Amendment 131 #
Proposal for a directive
Article 7 – paragraph 5 b (new)
Article 7 – paragraph 5 b (new)
5b. If a SUP exceeds over a period of 2 years the limits defined in Article 1 paragraph 1 point b the SUP is transformed into a national legal company form following the provision of the Member States in Annex 1.
Amendment 135 #
Proposal for a directive
Article 8
Article 8
An SUP may be incorporated by a natural or legal personperson at a single seat on condition that a share capital of at least 1000 EUR is provided for.
Amendment 140 #
Proposal for a directive
Article 9 – paragraph 1
Article 9 – paragraph 1
Amendment 143 #
Proposal for a directive
Article 9 – paragraph 3
Article 9 – paragraph 3
Amendment 151 #
Proposal for a directive
Article 10
Article 10
An SUP shall have its registered office and either its central administration or its principal place of business in the Unionin the Member State where it has its principal place of business. A Member State may in addition impose on SUPs registered in its territory the obligation of locating its head office and its registered office in the same place.
Amendment 157 #
Proposal for a directive
Article 11
Article 11
Amendment 163 #
Proposal for a directive
Article 12
Article 12
Amendments to the articles of association 1. An SUP may, after registration, amend its articles of association by electronic or other means in accordance with applicable national law. This information shall be entered in the register of companies in the Member State of registration. 2. The amended articles of association of the SUP shall cover at least the subject matters provided for in the uniform template referred to in Article 11(2).rticle 12 deleted
Amendment 165 #
Proposal for a directive
Article 13 – paragraph 1 – introductory part
Article 13 – paragraph 1 – introductory part
1. Member States may only, in addition to other information, require for the registration of an SUP the following information or documentation:
Amendment 171 #
Proposal for a directive
Article 13 – paragraph 1 – point b
Article 13 – paragraph 1 – point b
(b) the address of the registered office, which has to be identical with the central administration and/orbeing the principal place of business of the SUP and its single seat;
Amendment 176 #
Proposal for a directive
Article 13 – paragraph 2
Article 13 – paragraph 2
Amendment 179 #
Proposal for a directive
Article 14 – paragraph 1
Article 14 – paragraph 1
1. An SUP shall be registered in the Member State in which it is to have its single seat and registered office.
Amendment 182 #
Proposal for a directive
Article 14 – paragraph 3
Article 14 – paragraph 3
3. Member States shallmay 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 appear before any authority in the Member State of registration (on-line registration).
Amendment 186 #
Proposal for a directive
Article 14 – paragraph 4 – subparagraph 1 – point a
Article 14 – paragraph 4 – subparagraph 1 – point a
Amendment 190 #
Proposal for a directive
Article 14 – paragraph 4 – subparagraph 2 a (new)
Article 14 – paragraph 4 – subparagraph 2 a (new)
When registering an SUP, Member States shall verify the identity and the credibility of the founding member as well as compliance with the provisions of this directive, especially as regards scope, incorporation by a clearly identifiable natural person and single seat.
Amendment 195 #
Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1
Article 14 – paragraph 5 – subparagraph 1
Member States may lay down any additional rules for verifying the identity and the credibility 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 registration.
Amendment 202 #
Proposal for a directive
Article 14 – paragraph 6
Article 14 – paragraph 6
Amendment 209 #
Proposal for a directive
Article 16 – paragraph 1
Article 16 – paragraph 1
1. The share capital of an SUP shall be at least EUR 1000. In Member States in which the euro is not the national currency, the share capital shall be at least equivalent to one unit of that Member States’ currency.
Amendment 212 #
Proposal for a directive
Article 16 – paragraph 3
Article 16 – paragraph 3
Amendment 217 #
Proposal for a directive
Article 16 – paragraph 4
Article 16 – paragraph 4
4. Member States shallmay ensure that the SUP is notcan be made subject to rules requiring the company to build up legal reserves. Member States shall allow companies to build reserves in accordance with their articles of association.
Amendment 239 #
Proposal for a directive
Article 26
Article 26
Amendment 244 #
Proposal for a directive
Article 29
Article 29