27 Amendments of Kosma ZŁOTOWSKI related to 2018/0114(COD)
Amendment 246 #
Proposal for a directive
Article 1 – paragraph 1 – point 1
Article 1 – paragraph 1 – point 1
Directive (EU) 2017/1132
Article 24 – point (e)
Article 24 – point (e)
(e) the detailed list of data to be transmitted for the purpose of exchange information between registers, as referred to in Articles 20, 34, 86h, 86o, 86p, 86q, 123, 127, 128, 130, 160j, 160q, 160r and 160s;
Amendment 253 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 – paragraph 1
Article 86 – paragraph 1
1. This Chapter shall apply to the conversion of a limited liability company formed in accordance with the law of a Member State and having its registered office, central administration or principal place of business within the Union into a limited ability company governed by the law of another Member State and listed in Annex II of the Directive2017/1132 of 14 June 2017 relating to certain aspects of company law.
Amendment 267 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 c – paragraph 2 – point b
Article 86 c – paragraph 2 – point b
Amendment 278 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 c – paragraph 2 a (new)
Article 86 c – paragraph 2 a (new)
Amendment 282 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 c – paragraph 3
Article 86 c – paragraph 3
3. Member States shall ensure that the competent authority of the departure Member State shall not authorise the cross- border conversion where it determines, after an examination of the specific case and having regard to all relevant facts and circumstances, that it constitutes an artificial arrangement aimed at obtaining undue tax advantages or at unduly, that should be understood as a non-genuine arrangement or a series of arrangements which have been put into place for the main purpose or one of the main purposes of obtaining a tax advantage that defeats the object or purpose of the applicable tax law prejudicing the legal or contractual rights of employees, creditors or minority members.
Amendment 287 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 c – paragraph 3 a (new)
Article 86 c – paragraph 3 a (new)
3a. For the purpose of paragraph 3, an arrangement or a series thereof shall be regarded as non-genuine to the extent that they are not put into place for valid commercial reasons which reflect economic reality.
Amendment 320 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86e – title
Article 86e – title
Article 86e Report of the management or administrative organ to the members
Amendment 336 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 – paragraph 2 a (new)
Article 86 – paragraph 2 a (new)
2a. The report, referred to in paragraph 1 of this Article, shall be accompanied with a statement of the management or administrative organ of the company about places of business after the cross-border conversion, including information about a partial or complete carrying on of business in the departure Member State and, in appropriate circumstances, marking a fact of further conduct of operations only in the departure Member State.
Amendment 346 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 f – paragraph 4
Article 86 f – paragraph 4
Amendment 428 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU) 2017/1132
Article 86 – paragraph 2
Article 86 – paragraph 2
2. The competent authority shall appoint an independent expert within fiveten working days from the application referred to in paragraph 1 and the receipt of the draft terms and reports. The expert shall be independent from the company carrying out the cross-border conversion and may be a natural or a legal person depending upon the law of the departure Member State. Member States shall take into account, in assessing the independence of the expert, the framework established in Articles 22 and 22b of Directive 2006/43/EC.
Amendment 576 #
Proposal for a directive
Article 1 – paragraph 1 – point 8
Article 1 – paragraph 1 – point 8
Directive (EU) 2017/1132
Article 122 – paragraph 1 – subparagraph 2 – point a
Article 122 – paragraph 1 – subparagraph 2 – point a
(a) it may not be earlier than the date of the balance sheet of the last annual financial statements drawn up and publishedmade available by any of the merging companies;
Amendment 652 #
Proposal for a directive
Article 1 – paragraph 1 – point 19
Article 1 – paragraph 1 – point 19
Directive (EU) 2017/1132
Article 133a – title
Article 133a – title
Article 133a Liability of independent experts and members of management or administrative organ
Amendment 653 #
1. Member States shall lay down rules governing the civil liability of the independent experts responsible for drawing up the report referred to in Articles 125 and 126b(2)(a), including in respect of misconduct on their part in the performance of their duties.;
Amendment 654 #
Proposal for a directive
Article 1 – paragraph 1 – point 19
Article 1 – paragraph 1 – point 19
Directive (EU) 2017/1132
Article 133 – paragraph 2
Article 133 – paragraph 2
2. Member States shall lay down rules governing the penal liability of members of management or administrative organ of company responsible for submitting a false statement about the places of business referred to in art. 86e par. 3.
Amendment 655 #
Proposal for a directive
Article 1 – paragraph 1 – point 19
Article 1 – paragraph 1 – point 19
Directive (EU) 2017/1132
Article 133
Article 133
3. A member of the management or administrative body does not bear the responsibility referred to in paragraph 2 of this article, when a change of places of business activity results from economic reasons that could not have been known to the member of company's organ at the time when the statement was submitted.
Amendment 665 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160d – paragraph 2 – point b
Article 160d – paragraph 2 – point b
Amendment 672 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Article 1 – paragraph 1 – point 20
2 a. A company subject to preventive restructuring proceedings initiated because of the likelihood of insolvency shall be subject to a scrutiny by the competent authorities of the Member States as to whether its conversion or division themselves might serve the purpose of restructuring and avoiding insolvency. Following the scrutiny, the competent authorities of the Member States shall make an autonomous decision whether the company in question is entitled to carry out a cross border conversion or not.
Amendment 674 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160d – paragraph 3
Article 160d – paragraph 3
3. The Member State of the company being divided shall ensure that the competent authority shall not authorise the division when it determines, after an examination of the specific case and having regard to all relevant facts and circumstances, that it constitutes an artificial arrangement aimed at obtaining undue tax advantages or at unduly, that should be understood as an arrangement or a series of arrangements which have been put into place for the main purpose or one of the main purposes of obtaining a tax advantage that defeats the object or purpose of the applicable tax law or at prejudicing the legal or contractual rights of employees, creditors or members.
Amendment 679 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160d – paragraph 3 a (new)
Article 160d – paragraph 3 a (new)
3 a. For the purposes of paragraph 3, an arrangement or a series thereof shall be regarded as non-genuine to the extent that they are not put into place for valid commercial reasons which reflect economic reality.
Amendment 689 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160 – paragraph 4 – point a
Article 160 – paragraph 4 – point a
(a) it may not be earlier than the date of the balance sheet of the last annual financial statements drawn up and publishedmade available by the company being divided;
Amendment 692 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160 – title
Article 160 – title
Article 160g Report of the management or administrative organ to the members
Amendment 700 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160g – paragraph 2 – point a (new)
Article 160g – paragraph 2 – point a (new)
Amendment 711 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160g – paragraph 4
Article 160g – paragraph 4
Amendment 782 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160n – paragraph 2
Article 160n – paragraph 2
2. However, the rules in force concerning employee participation, if any, in the Member State where the company resulting from the cross-border division has its registered office shall not apply, where the company being divided, in the six months prior to the publication ofdate of making available the draft terms of the cross- border division as referred to in Article 160e of this Directive, has an average number of employees equivalent to four fifths of the applicable threshold, laid down in the law of the Member State of the company being divided, which triggers the participation of employees within the meaning of point (k) of Article 2 of Directive 2001/86/EC, or where the national law applicable to each of the recipient companies does not:
Amendment 807 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160v – title
Article 160v – title
Article 160v Liability of the independent experts and members of management or administrative organ
Amendment 808 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160v – paragraph 2 (new)
Article 160v – paragraph 2 (new)
Member States shall lay down rules governing the penal liability of members of management or administrative organ of company responsible for submitting a false statement about the places of business referred to in art. 86e par. 3.
Amendment 809 #
Proposal for a directive
Article 1 – paragraph 1 – point 20
Article 1 – paragraph 1 – point 20
Directive (EU) 2017/1132
Article 160v – paragraph 3 (new)
Article 160v – paragraph 3 (new)
A member of the management or administrative body does not bear the responsibility referred to in paragraph 2 of this article, when a change of places of business activity results from economic reasons that could not have been known to the member of company's organ at the time when the statement was submitted.