Activities of Klaus-Heiner LEHNE related to 2011/2046(INI)
Legal basis opinions (0)
Amendments (16)
Amendment 1 #
Motion for a resolution
Recital B a (new)
Recital B a (new)
Ba. whereas the Court of Justice in its judgement Cartesio has not provided the necessary clarification with regard to the transfer of a company's seat as expected by the Commission in its 2007 impact assessment1; ___________ 1 Commission staff working document, Impact assessment on the Directive on the cross-border transfer of registered office, SEC (2007) 1707, Part I, p. 25
Amendment 2 #
Motion for a resolution
Recital B b (new)
Recital B b (new)
Bb. whereas it is for the legislators and not for the Court to establish on the basis of the Treaty the relevant measures to accomplish the freedom of transfer of seat;
Amendment 3 #
Bc. whereas company mobility still encounters high administrative burdens as well as social and tax costs as a result of the Commission's statement in its 2007 impact assessment that the "'no action' option seems more proportional as no further EU action is required"1; ___________ 1 Commission staff working document, Impact assessment on the Directive on the cross-border transfer of registered office, SEC (2007) 1707, Part I, p. 39.
Amendment 4 #
Motion for a resolution
Recital C
Recital C
C. whereas the separation between the registered office and the administrative seat of a company favours the circumvention of the mandatory national company law provisions of the Member State in which the company has its administrative seais one method of exercise of the freedom of establishment;
Amendment 5 #
Motion for a resolution
Recital D
Recital D
D. whereas the misuse of post-box offices and shell companies should be prevented;
Amendment 6 #
Motion for a resolution
Recital E
Recital E
E. whereas the cross-border transfer of the registered office of a company should also be permitted only if it is not accompanied by the transfer of the company's real seat;
Amendment 7 #
Motion for a resolution
Recital I
Recital I
I. whereas employees' participations rights should be preserved through tare of high importance when transferring the seat of a company;
Amendment 8 #
Motion for a resolution
Recital J
Recital J
J. whereas coherence of the employee participation procedures between the different legislative provisions contained in the company law directives should be ensured; whereas a system in line with that laid down in Directive 2001/85/56/EC, particularly where a company or firm is established by means of transformationa cross-border merger, should be put in place in the case of cross- border transfers;
Amendment 9 #
Motion for a resolution
Annex – Recommendation 1 – paragraph 2
Annex – Recommendation 1 – paragraph 2
Its scope should be restricted toallow the cross- border transfers of registered offices which are not accompanied by the transfer of the real seat to the same host Member State.
Amendment 10 #
Motion for a resolution
Annex – Recommendation 3 – paragraph 1
Annex – Recommendation 3 – paragraph 1
The management or board of a company planning a transfer should be required to draw up a report and a transfer plan. Before the management decides on the report and the transfer plan, the representatives of the employees or, if there are no representatives, the employees themselves, should be informed and consulted on the proposed transfer within the meaning of Article 4 of Directive 2002/14/EC.
Amendment 11 #
Motion for a resolution
Annex – Recommendation 3 – paragraph 3
Annex – Recommendation 3 – paragraph 3
The report should describe and justify the economic, legal and social aspects of the transfer and explain its consequences for the shareholders, creditors and the employees who may examine the report during a specified period which may be not less than one month or more than three months prior to the date of the meeting of shareholders approving the transfer.
Amendment 12 #
Motion for a resolution
Annex – Recommendation 4 – paragraph 2
Annex – Recommendation 4 – paragraph 2
If the company is managed on the basis of employee participation, the shareholders' meeting may make completion of the transfer conditional on its expressly approving the arrangements for employee participation in the host Member State.
Amendment 14 #
Motion for a resolution
Annex – Recommendation 5 – paragraph 1
Annex – Recommendation 5 – paragraph 1
The home Member State should verify the legality of the transfer procedure in accordance with its legislation and satisfy itself that the real seat is transferred simultaneously with the registered office.
Amendment 15 #
Motion for a resolution
Annex – Recommendation 5 – paragraph 4
Annex – Recommendation 5 – paragraph 4
The host Member State should not refuse to register the company if the real seat of that company is not locattransferred into the territory of the host Member State.
Amendment 16 #
Motion for a resolution
Annex – Recommendation 5 – paragraph 7
Annex – Recommendation 5 – paragraph 7
Amendment 18 #
Motion for a resolution
Annex – Recommendation 7 – paragraph 3
Annex – Recommendation 7 – paragraph 3
In this case, the legislative provisions on employees' right of involvement should be in line with those set out inf Article 16 of Directive 20015/86/EC shall apply.