59 Amendments of Antanas GUOGA related to 2014/0120(COD)
Amendment 7 #
Proposal for a directive
Recital 2
Recital 2
(2) Part I of this Directive takes over the provisions of Directive 2009/102/EC as regards all single-member limited liability companies. It requires that in case all shares come to be held by a single shareholder, its identity should be disclosed to the public by the entry in the register. This Directive also provides that decisions taken by the single shareholder exercising the power of the general meeting as well as the contracts between the shareholder and the company should be recorded in writing and kept in digital format, unless they relate to contracts concluded under market conditions in the ordinary course of business.
Amendment 8 #
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 create barriers for companies, in particular SMEs, to establish and operate cross-border.
Amendment 16 #
Proposal for a directive
Recital 7
Recital 7
(7) In order 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. The Commission should actively promote entrepreneurship by creating schemes for financing the set-up of the new single- member companies with at least 1000 EUR.
Amendment 21 #
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 41 #
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 48 #
Proposal for a directive
Recital 16
Recital 16
(16) In line with the recommendations set out in the European Commission’s 2011 Review of the Small Business Act21 to reduce the start-up time for new enterprises, SUPs should receive the certificate of registration in the relevant register of a Member StaMember States should ensure that the registration process is completed within three working days. This facility should only be available to the newly created companies and not to existing entities that wish to convert to SUPs as the registration of such entities by their very nature, may take more time. __________________ 21 COM(2011) 78 final, 23.2.2011. COM(2011) 78 final, 23.2.2011.
Amendment 81 #
Proposal for a directive
Article 1 – paragraph 1 – introductory part
Article 1 – paragraph 1 – introductory part
1. The coordination measures provided for inPart 1 of this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to:
Amendment 106 #
Proposal for a directive
Article 2 – paragraph 1 – point 1
Article 2 – paragraph 1 – point 1
(1) ‘single-member company’ means a company with limited liability whose shares are held by a single person;
Amendment 107 #
Proposal for a directive
Article 4 – paragraph 2
Article 4 – paragraph 2
2. Decisions taken by the single-member exercising powers referred to in paragraph 1 shall be recorded in writing and kept in a digital format. Records of decisions taken shall be kept for at least five years.
Amendment 108 #
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 117 #
Proposal for a directive
Recital 2
Recital 2
(2) Part I of this Directive takes over the provisions of Directive 2009/102/EC as regards all single-member limited liability companies. It requires that in case all shares come to be held by a single shareholder, its identity should be disclosed to the public by the entry in the register. This Directive also provides that decisions taken by the single shareholder exercising the power of the general meeting as well as the contracts between the shareholder and the company should be recorded in writing and kept in digital format, unless they relate to contracts concluded under market conditions in the ordinary course of business.
Amendment 118 #
Proposal for a directive
Article 7 – paragraph 2
Article 7 – paragraph 2
2. Member States shall provide that the single-member shall not be liable for any amount exceeding the subscribed share capital, without prejudice to other provisions on liability laid down in national law.
Amendment 120 #
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 create barriers for companies, in particular SMEs, to establish and operate cross-border.
Amendment 121 #
Proposal for a directive
Article 7 – paragraph 4
Article 7 – paragraph 4
4. The SUP, and its articles of association, shall be governed by the national law of the Member State where the SUP is registered (hereinafter ‘applicable national law’) in order to comply with this Directive.
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 123 #
Proposal for a directive
Recital 7
Recital 7
(7) In order 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. The Commission should actively promote entrepreneurship by creating funding schemes, offering new SMEs a grant of 1000 EUR to help with the setting up costs, with the cost of these grants being offset by reductions in other areas of the Union budget.
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 128 #
Proposal for a directive
Recital 9
Recital 9
(9) Single-member private limited liability companies formed and operating in compliance with Part 2 of this Directive should add to their names a common, easily identifiable abbreviation – SUP (Societas Unius Personae).
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 138 #
Proposal for a directive
Recital 16
Recital 16
(16) In line with the recommendations set out in the European Commission's 2011 Review of the Small Business Act21 to reduce the start-up time for new enterprises, SUPs should receive the certificate of registration in the relevant register of a Member StaMember States should ensure that the registration process is completed within three working days. This facility should only be available to the newly created companies and not to existing entities that wish to convert to SUPs as the registration of such entities by their very nature, may take more time. __________________ 21 COM(2011) 78 final, 23.2.2011. COM(2011) 78 final, 23.2.2011.
Amendment 141 #
Proposal for a directive
Article 9 – paragraph 1
Article 9 – paragraph 1
1. Member States shall ensure that an SUP may be formed by the conversion of the types of companies listed in Annex I subject to compliance with the applicable national law.
Amendment 144 #
Proposal for a directive
Article 9 – paragraph 3
Article 9 – paragraph 3
Amendment 144 #
Proposal for a directive
Article 1 – paragraph 1 – introductory part
Article 1 – paragraph 1 – introductory part
1. The coordination measures provided for inPart 1 of this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to:
Amendment 149 #
Proposal for a directive
Article 2 – point 1
Article 2 – point 1
(1) ‘single-member company’ means a company with limited liability whose shares are held by a single person;
Amendment 153 #
Proposal for a directive
Article 4 – paragraph 2
Article 4 – paragraph 2
2. Decisions taken by the single-member exercising powers referred to in paragraph 1 shall be recorded in writing and kept in a digital format. Records of decisions taken shall be kept for at least five years.
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 158 #
Proposal for a directive
Article 7 – paragraph 2
Article 7 – paragraph 2
2. Member States shall provide that the single-member shall not be liable for any amount exceeding the subscribed share capital, without prejudice to other provisions on liability laid down in national law.
Amendment 159 #
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. Member States shall ensure online registration of an SUP with the uniform template of articles referred to in paragraphs (2) and (3).
Amendment 160 #
Proposal for a directive
Article 11 – paragraph 2 – subparagraph 1
Article 11 – paragraph 2 – subparagraph 1
The uniform template of articles of association shall cover the questions of formation, shares, share capital, organisation, representation towards third parties, accounts and the dissolution of an SUP.
Amendment 160 #
Proposal for a directive
Article 7 – paragraph 4
Article 7 – paragraph 4
4. The SUP, and its articles of association, shall be governed by the national law of the Member State where the SUP is registered (hereinafter ‘applicable national law’) in order to comply with this Directive.
Amendment 163 #
Proposal for a directive
Article 9 – paragraph 1
Article 9 – paragraph 1
1. Member States shall ensure that an SUP may be formed by the conversion of the types of companies listed in Annex I subject to compliance with the applicable national law.
Amendment 164 #
Proposal for a directive
Article 9 – paragraph 3
Article 9 – paragraph 3
Amendment 168 #
Proposal for a directive
Article 13 – paragraph 1 – introductory part
Article 13 – paragraph 1 – introductory part
1. In addition to the information contained in the articles of association, Member States may only require for the registration of an SUP the following information or documentation:
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 174 #
Proposal for a directive
Article 13 – paragraph 1 – point h
Article 13 – paragraph 1 – point h
Amendment 175 #
Proposal for a directive
Article 11 – paragraph 2 – subparagraph 1
Article 11 – paragraph 2 – subparagraph 1
The uniform template of articles of association shall cover the questions of formation, shares, share capital, organisation, representation towards third parties, accounts and the dissolution of an SUP.
Amendment 184 #
Proposal for a directive
Article 14 – paragraph 4 – subparagraph 1 – introductory part
Article 14 – paragraph 4 – subparagraph 1 – introductory part
National on-line registration web-sites shall include links to the registration web- sites in other Member States. Member States shall ensure that the following templates are used for on-line registrationonline registration with the following templates:
Amendment 184 #
Proposal for a directive
Article 13 – paragraph 1 – introductory part
Article 13 – paragraph 1 – introductory part
1. In addition to the information contained in the articles of association, Member States may only require for the registration of an SUP the following information or documentation:
Amendment 187 #
Proposal for a directive
Article 13 – paragraph 1 – point h
Article 13 – paragraph 1 – point h
Amendment 188 #
Proposal for a directive
Article 14 – paragraph 4 – subparagraph 2
Article 14 – paragraph 4 – subparagraph 2
Member States shall issue a certificate of registration confirming that the registration procedure has been completed. The certificate of registration shall be issued no later thaensure that the registration procedure is completed within three working days from the receipt of all the necessary documentation by the competent authority.
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 201 #
Proposal for a directive
Article 14 – paragraph 4 – subparagraph 1 – introductory part
Article 14 – paragraph 4 – subparagraph 1 – introductory part
4. National on-line registration web-sites shall include links to the registration web- sites in other Member States. Member States shall ensure that the following templates are used for on-line registrationonline registration with the following templates:
Amendment 203 #
Proposal for a directive
Article 14 – paragraph 4 – subparagraph 2
Article 14 – paragraph 4 – subparagraph 2
Member States shall issue a certificate of registration confirming that the registration procedure has been completed. The certificate of registration shall be issued no later thaensure that the registration procedure is completed within three working days from the receipt of all the necessary documentation by the competent authority.
Amendment 204 #
Proposal for a directive
Article 14 – paragraph 6
Article 14 – paragraph 6
6. Member States shall not make the registration of an SUP conditional on obtaining any licence or authorisation. The registratis is without prejudice to provisions of the SUP, all documents provided during the process of registration and subsequent changes to them,national law that make carrying out certain activities after registration conditional on obtaining license or authorisations. These activities shall be dlisclosted in the relevant register of companies immediately afternational on-line registration websites.
Amendment 213 #
Proposal for a directive
Article 14 – paragraph 6
Article 14 – paragraph 6
6. Member States shall not make the registration of an SUP conditional on obtaining any licence or authorisation. The registratis is without prejudice to provisions of the SUP, all documents provided during the process of registration and subsequent changes to them,national law that make carrying out certain activities after registration conditional on obtaining a licence or authorisation. These activities shall be dlisclosted in the relevant register of companies immediately afternational on-line registration websites.
Amendment 214 #
Proposal for a directive
Article 14 – paragraph 6 – subparagraph 1 a (new)
Article 14 – paragraph 6 – subparagraph 1 a (new)
The registration of the SUP, all documents provided during the process of registration and subsequent changes to them, shall be disclosed in the relevant register of companies immediately after registration.
Amendment 221 #
Proposal for a directive
Article 16 – paragraph 5
Article 16 – paragraph 5
Amendment 224 #
Proposal for a directive
Article 16 – paragraph 5
Article 16 – paragraph 5
Amendment 225 #
Proposal for a directive
Article 18 – paragraph 1
Article 18 – paragraph 1
1. AMember States shall ensure that an SUP may, on the basis of a recommendation from the management body, make a distribution to the single- member provided that it complies with paragraphs 2 and 3.
Amendment 225 #
Proposal for a directive
Article 18 – paragraph 1
Article 18 – paragraph 1
1. AMember States shall ensure that an SUP may, on the basis of a recommendation from the management body, make a distribution to the single- member provided that it complies with paragraphs 2 and 3.
Amendment 226 #
Proposal for a directive
Article 19 – paragraph 1
Article 19 – paragraph 1
Member States shall ensure that any distributions paid out contrary to Article 18(2) or (3) are refunded to the SUP, where it is established thatand all damages resulting from such distribution shall be compensated to the interested parties that were effected, by the single- member that knew, or, in view of the circumstances, ought to have known that the distribution would be contrary to Article 18(2) or (3).
Amendment 230 #
Proposal for a directive
Article 19
Article 19
Member States shall ensure that any distributions paid out contrary to Article 18(2) or (3) are refunded to the SUP, where it is established thatand all damages resulting from such distribution shall be compensated to the interested parties that were effected, by the single- member that knew, or, in view of the circumstances, ought to have known that the distribution would be contrary to Article 18(2) or (3).
Amendment 241 #
Proposal for a directive
Article 28 – title
Article 28 – title
Amendment 242 #
Proposal for a directive
Article 28 – paragraph 1
Article 28 – paragraph 1
Member States shall provide for penaltiesanctions applicable to infringements of the national provisions adopted to implement this Directive and shall take all the measures necessary to ensure that those penaltiesanctions are enforced. The penaltiesanctions provided for shall be effective, proportionate and dissuasive.
Amendment 242 #
Proposal for a directive
Article 28 – title
Article 28 – title
Amendment 243 #
Proposal for a directive
Article 28 – paragraph 1
Article 28 – paragraph 1
Member States shall provide for penaltiesanctions applicable to infringements of the national provisions adopted to implement this Directive and shall take all the measures necessary to ensure that those penaltiesanctions are enforced. The penaltiesanctions provided for shall be effective, proportionate and dissuasive.
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.