22 Amendments of Maria GRAPINI related to 2014/0120(COD)
Amendment 132 #
Proposal for a directive
Recital 12
Recital 12
(12) To enable business to enjoy the full benefits ofguarantee fair competition in the internal market, Member States should not require the registered office of an SUP and its central administration to be in the same Member Stateat a single member company within the meaning of this Directive has its registered office in the same Member State where it has its principle place of business.
Amendment 142 #
Proposal for a directive
Recital 20
Recital 20
(20) In order to prevent abuse and simplify control SUPs should neither issue any further shares nor should the single share be split. Nor should SUPs acquire or own their single share whether directly or indirectly. Rights attached to the single share should only be exercised by one person. Where Member States allow for co-ownership of a single share, only one representative should be entitled to act on behalf of the co-owners and be considered as a single-member for the purpose of this Directive.
Amendment 143 #
Proposal for a directive
Recital 23 a (new)
Recital 23 a (new)
(23a) The insolvency of a company usually affects not only the company's owner and shareholder, but also its creditors. Employees are particularly concerned by insolvency, as they grant an advance performance to the employer through their work. Therefore Member States should introduce preferential rights for employees in their legislation concerning insolvency proceedings.
Amendment 146 #
Proposal for a directive
Article 1 – paragraph 1 – point a a (new)
Article 1 – paragraph 1 – point a a (new)
(aa) the special provisions in Part II of this Directive shall apply only to micro or small single-member private limited liability companies;
Amendment 152 #
Proposal for a directive
Article 3 – paragraph 1
Article 3 – paragraph 1
Where a company becomes a single- member private limited liability company because all its shares comes to be held by a single person, that fact, together with the identity of the sole member, must either be recorded in the file or entered in the central register, commercial register or company register as referred to in Article 3(1) and (3) of Directive 2009/101/EC or be entered in a register kept by the company and accessible to the public.
Amendment 155 #
Proposal for a directive
Article 6 – paragraph 1
Article 6 – paragraph 1
1. Member States shall provide for the possibility of registering private single- member limited liability companies in accordance with the rules and national procedures set out in this Part. Such companies shall be referred to as SUPs.
Amendment 157 #
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. Where the subscribed share capital is less than EUR 10 000, the SUP shall, through board accountability, be liable up to this amount;
Amendment 162 #
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 only if the types of companies listed in Annex Icompany concerned is an SME.
Amendment 166 #
Proposal for a directive
Article 10 – title
Article 10 – title
Seat of the SUP
Amendment 169 #
Proposal for a directive
Article 10
Article 10
Amendment 173 #
Proposal for a directive
Article 11 – paragraph 2 – subparagraph 1
Article 11 – paragraph 2 – subparagraph 1
The uniformsingle template of articles of association shall cover the questions of formation, shares, share capital, organisation, accounts and the dissolution of an SUP. (This amendment applies throughout the legislative text. Adoption thereof will necessitate corresponding technical changes throughout.)
Amendment 185 #
Proposal for a directive
Article 13 – paragraph 1 – point b
Article 13 – paragraph 1 – point b
(b) ) the address of the registered office, the central administration and/or the principal place of business of the SUP, as well as proof of ownership of premises or lease of registered office;
Amendment 193 #
Proposal for a directive
Article 14 – paragraph 1
Article 14 – paragraph 1
Amendment 210 #
Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1
Article 14 – paragraph 5 – subparagraph 1
5. Member States may lay down rules for verifying the identity of the founding member, and any other person makingThe process of online registration and, where applicable, verification of identification of the founding member, of the representative theat registration on the member's behalf, and the acceptability of the documentsers the single- member private limited liability company on the founding member's behalf and of ther information submitted to the registration body. Any identification issued in ano persons authorised to represent the company shall be governed by national law of ther Member State by the authorities of that State or on their behalf, including identification issued electronically, shall be recognisedof registration. Member States shall lay down proportionate rules for verifying the identity of the founding member, and any other person making the registration on the founding member's behalf, and the accepted for the purposes of the verification by the Member State ofability of the documents and other information submitted to the registration body.
Amendment 215 #
Proposal for a directive
Article 14 – paragraph 6 a (new)
Article 14 – paragraph 6 a (new)
6a. Any change to the information entered in the register of companies pursuant to Article 13(1) shall also be registered in that register by way of on-line registration. A new certificate of registration shall be issued reflecting the change. Where the change concerns the information required under Article 13(1)(d) to (e), paragraph 5 of this Article shall apply. No change shall be effective as against third parties until such registration has been made.
Amendment 217 #
Proposal for a directive
Article 16 – paragraph 1
Article 16 – paragraph 1
1. The share capital of an SUP shall be at least EUR 1200. In Member States in which the euro is not the national currency, the share capital shall be at least equivalent to one200 units of that Member States’ currency.
Amendment 223 #
Proposal for a directive
Article 16 – paragraph 4
Article 16 – paragraph 4
4. Member States shall ensure that the SUP is not subject to rules requiring therequire single- member companyies to build up legal reserves. Member States shall allow companies to build reserves in accordance with their articles of associationThe requirement to build up legal reserves shall be in accordance with national laws applicable to private limited liability companies as referred to Annex I.
Amendment 227 #
Proposal for a directive
Article 21
Article 21
Amendment 232 #
Proposal for a directive
Article 22
Article 22
Amendment 234 #
Proposal for a directive
Article 22 – paragraph 7
Article 22 – paragraph 7
Amendment 237 #
Proposal for a directive
Article 24
Article 24
Authority to act and enter into agreements 1. An SUP's management body, comprising one or more directors, shall have the authority to represent the SUP, including when entering into agreements with third parties and in legal proceedings. 2. Directors may represent the SUP individually, including when entering into agreements with third parties and in legal proceedings, unless the articles of association provide for joint representation. Any other limitation of the powers of the directors, by the articles of associatirticle 24 deleted on, by a decision of the single- member or by a decision of the management body, may not be relied upon in any dispute with third parties, even if that limitation has been disclosed. Acts undertaken by the management body shall be binding on the SUP, even if they are not within the object of the SUP. 3. The management body may delegate the right to represent the SUP insofar as it is allowed by the articles of association. The duty of the management body to file for bankruptcy or to commence any similar insolvency procedure shall not be delegated.ehalf of an SUP
Amendment 241 #
Proposal for a directive
Article 25 a (new)
Article 25 a (new)