Activities of Klaus-Heiner LEHNE related to 2008/0130(CNS)
Legal basis opinions (0)
Amendments (13)
Amendment 1 #
Proposal for a regulation
Recital 2 a (new)
Recital 2 a (new)
(2a) Community forms of company imply of a cross-border component. On the other hand, the required cross-border component should not be an obstacle for the founding of a European private company (hereinafter "SPE"). However, Member States should, without prejudice to the requirements of registration, have the option of an ex-post check in order to examine, after a period of two years, whether the SPE fulfils the condition of a cross-border component;
Amendment 2 #
Proposal for a regulation
Recital 4
Recital 4
(4) In order to enable businesses to reap the full benefits of the internal market, the SPE should be able to have its registered office and principal place of business in different Member States and to transfer its registered office from one Member State to another, with or without also transferring its central administration or principal place of business. ; at the same time, however, steps should be taken to prevent SPEs from being misused for regime shopping and circumventing legitimate legal requirements of Member States.
Amendment 3 #
Proposal for a regulation
Article 3 – paragraph 1 – point e a (new)
Article 3 – paragraph 1 – point e a (new)
(ea) it shall have a business objective which must be clearly defined and consist in producing or trading in goods and/or providing services;
Amendment 4 #
Proposal for a regulation
Article 3 - paragraph 1 - point e b (new)
Article 3 - paragraph 1 - point e b (new)
Amendment 5 #
Proposal for a regulation
Article 7
Article 7
An SPE shall have its registered office and its central administration or principal place of business in the Community. An SPE shall not be under any obligation to have its central administration or principal place of business in the Member State in which it has its registered office. If the central administration or principal place of business is located in a Member State other than that in which it has its registered office, the SPE shall be required to lodge in the register of the place where the central administration or principal place of business is located the particulars prescribed by Article 10(2), points (a), (b) and (c). The information recorded in the register shall be deemed to be accurate.
Amendment 6 #
Proposal for a regulation
Article 8
Article 8
1. An SPE shall have articles of association that cover at least the matters set out in this Regulation, as provided for in Annex I. 2. The articles of association of a SPE shall be in writing and signed by every founding shareholder. Further formalities may be prescribed by the existing applicable national law, unless the SPE uses model articles of association. 3. The articles of association and any amendments thereto may be relied upon as follows: a) in relation to the shareholders and the management body of the SPE and its supervisory body, if any, from the date on which they are signed or, in the case of amendments, adopted; b) in relation to third parties, in accordance with the provisions of the applicable national law implementing paragraphs 2, 5, 6 and 7 of Article 3 of Directive 68/151/EEC.
Amendment 7 #
Proposal for a regulation
Article 9 – paragraph 3 a (new)
Article 9 – paragraph 3 a (new)
3a. A copy of each registration of an SPE and copies of all subsequent amendments thereto shall be sent by the respective national registers to a European register managed by the Commission and held in that European register. The Commission shall monitor the data entered in that register, particularly with a view to avoiding possible abuses and mistakes.
Amendment 8 #
Proposal for a regulation
Article 10
Article 10
1. Application for registration shall be made by the founding shareholders of the SPE or by any person authorised by them. Such application may be made by electronic means in accordance with the provisions of the applicable national law implementing Article 3(2) of Directive 68/151/EEC. 2. Member States shall not require any particulars and documents to be supplied upon application for the registration of a SPE other than the following: a) the name of the SPE and the address of its registered office; b) the names, addresses and any other information necessary to identify the persons who are authorised to represent the SPE in dealings with third parties and in legal proceedings, or take part in the administration, supervision or control of the SPE; c) the share capital of the SPE; (ca) the list of shareholders in accordance with Article 15; d) the share classes and the number of shares in each share class; e) the total number of shares; f) the nominal value or accountable par of the shares; g) the articles of association of the SPE; h) where the SPE was formed as a result of a transformation, merger or division of companies, the resolution on the transformation, merger or division that led to the creation of the SPE. 3. The documents and particulars referred to in paragraph 2 shall be provided in the language required by the applicable national law. 4. Registration of the SPE mayshall be subject to only one of the following requirements: (a) a control by an administrative or judicial body of the legality of the documents and particulars of the SPE; (b) the certification of the documents and particulars of the SPE. 5. The SPE shall submit any change in the particulars or documents referred to in points (a) to (g) of paragraph 2 to the register within 14 calendar days of the day on which the change takes place. After every amendment to the articles of association, the SPE shall submit its complete text to the register as amended to date. The second sentence of paragraph 1 and paragraph 4 shall apply mutatis mutandis. 6. The registration of an SPE shall be disclosed.
Amendment 9 #
Proposal for a regulation
Article 15
Article 15
1. The management body of the SPE shall draw up a list of shareholders. The list shall contain at least the following: a) the name of, and a postal address ofor, each shareholder; b) the number of shares held by the shareholder concerned, their nominal value or accountable par; c) where a share is owned by more than one person, the names and addresses of the co-owners and of the common representative; d) the date of acquisition of the shares; e) the amount of each consideration in cash, if any, paid or to be paid by the shareholder concerned; f) the value and nature of each consideration in kind, if any, provided or to be provided by the shareholder concerned; g) the date on which a shareholder ceases to be a member of the SPE. 2. The list of shareholders as registered in accordance with Article 10 shall, unless proven otherwise, constitute evidence of the authenticitccuracy of the matters listed in points (a) to (g) of paragraph 1. 3. The list of shareholders as registered in accordance with Article 10 and any amendments thereto shall be kept by the management body and may be inspected by the shareholders or third parties on request.
Amendment 10 #
Proposal for a regulation
Article 16 – paragraph 3
Article 16 – paragraph 3
3. On notification by the shareholder of a transfer, the management body shall, without undue delay, enter the shareholder in the list referred to in Article 15 and registered in accordance with Article 10, provided that the transfer has been executed in accordance with this Regulation and the articles of association of the SPE and the shareholder submits reasonable evidence as to his lawful ownership of the share.
Amendment 11 #
Proposal for a regulation
Article 16 – paragraph 4
Article 16 – paragraph 4
4. The capital of the SPE shall be at least EUR 1, provided that the articles of association require that the management body sign a solvency certificate as referred to in Article 21. Where the articles of association contain no provision to that effect, the capital of the SPE shall be at least EUR 8 000.
Amendment 12 #
Proposal for a regulation
Article 34 – paragraph 1 a (new)
Article 34 – paragraph 1 a (new)
Amendment 13 #
Proposal for a regulation
Article 38
Article 38
1. The SPE shall be subject, as from the date of registration, to the rules in force in the host Member State, if any, concerning arrangements for the participation of employees. 2. Paragraph 1 shall not apply where themore than 250 employees of the SPE , corresponding the home Member State account for at least one third of the total number of employees of the SPE including subsidiaries or branches of the SPE in anyo at least two-thirds of its employees, work in a Member State or Member States which provide for a greater degree of employee participation than the host Member State, and where one of the following conditions is met: (a) the legislation of the host Member State does not provide for at least the same level of participation as that operated in the SPE in the home Member State prior to its registration in the host Member State. The level of employee participation shall be measured by reference to the proportion of employee representatives amongst the members of the administrative or supervisory body or their committees or of the management group which covers the profit units of the SPE, subject to employee representation; (b) the legislation of the host Member State does not confer on the employees of establishments of the SPE that are situated in other Member States the same entitlement to exercise participation rights as such employees enjoyed before the transfer. 3. Where one of the conditions set out in points a) or b) of paragraph 2 is met, the management body of the SPE shall take the necessary steps, as soon as possible, after disclosure of the transfer proposal, to start negotiations with the representatives of the SPE’s employees with a view to reaching an agreement on arrangements for the participation of the employees. 4. The agreement between the management body of the SPE and the representatives of the employees shall specify: (a) the scope of the agreement; (b) where, during the negotiations, the parties decide to establish arrangements for participation in the SPE following the transfer, the substance of those arrangements including, where applicable, the number of members in the company's administrative or supervisory body employees will be entitled to elect, appoint, recommend or oppose, the procedures as to how these members may be elected, appointed, recommended or opposed by employees, and their rights; (c) the date of entry into force of the agreement and its duration, and any cases in which the agreement should be renegotiated and the procedure for its renegotiation. 5. Negotiations shall be limited to a period of six months. The parties may agree to extend negotiations beyond this period for an additional six-month period. The negotiations shall otherwise be governed by the law of the home Member State. 6. In the absence of an agreementwhich applied in the SPE prior to the transfer; (b) the legislation of the host Member State does not confer on the employees of establishments of the SPE that are situated in other Member States the same entitlement to exercise participation rights as such employees enjoyed before the transfer. 3. Where, pursuant to paragraph 2, paragraph 1 does not apply, points (a) to (i) of Article 34(1a) shall apply mutatis mutandis. 4. Where the parties have failed to conclude an agreement by the end of the period referred to in point (i) of Article 34(1a) and the special negotiating body has not taken any decision pursuant to point (g) of Article 34(1a), the participation arrangements existing in the homeSPE prior to its registration in the host Member State shall be maintained.