15 Amendments of Andreas SCHWAB related to 2014/0120(COD)
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 124 #
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 by the individual Member States of a uniform 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 130 #
Proposal for a directive
Recital 11 a (new)
Recital 11 a (new)
(11a) To ensure consistency, the rules applicable to private limited liability companies in the Member State of registration of the SUP should apply to SUPs, including Directive 2009/101/EC and Directive 2013/34/EU. This Directive should be without prejudice to any national provisions governing matters outside its scope, such as matters related to labour law, tax law, accounting or insolvency.
Amendment 134 #
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 founders of SUPs should not be obliged to be physically present before any authority in the Member State's of 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 Council19as a gateway to national on-line registration points. It should, therefore, be possible to establish SUPs from distance and fully by electronic means. __________________ 19Directive 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). It should, therefore, be possible to establish SUPs from distance, for example fully by electronic means or through a representative. The registration procedure should be subject to the applicable national law, provided that the national provisions in question do not require the company founder to be physically present before an authority in the Member State of registration.
Amendment 139 #
Proposal for a directive
Recital 17
Recital 17
Amendment 140 #
Proposal for a directive
Recital 18
Recital 18
(18) Provisions concerning the establishment of single-member private limited companies should not affect the right of Member States to maintain existing rules concerning the verification of the registration process, provided that the whole registration procedure may be completed electronically and at a distance.
Amendment 141 #
Proposal for a directive
Recital 19
Recital 19
(19) The use of the template of articles of association provided by the Member States should be requiredpossible if the SUP is registered electronicallyat a distance. If another form of registration is allowed by national law, the template does not have to be used, but the articles of association need to comply with the requirements of the Directive. The minimum capital required for the formation of a single-member private limited liability company varies among the Member States. Most Member States have already taken steps towards abolishing the minimum capital requirement or keeping it at a nominal level. The SUPs should not be subject to a high mandatory capital requirement, since this would act as a barrier to their formation. Creditors, however, should be protected from excessive distributions to single-members, which could affect the capacity of an SUP to pay its debts. Such protection should be ensured by the imposition of minimum balance sheet requirements (liabilities not exceeding assets) and the solvency statement prepared and signed by the management body. There should be no further restrictions placed on the use of capital by the single-member.
Amendment 161 #
Proposal for a directive
Article 7 – paragraph 4 – subparagraph 1 a (new)
Article 7 – paragraph 4 – subparagraph 1 a (new)
This Directive is without prejudice to any national laws governing matters outside its scope, such as matters related to labour law, workers' participation in the management or supervisory bodies of companies, and the right to information and consultation, taxation, accounting or insolvency proceedings.
Amendment 180 #
Proposal for a directive
Article 11 – paragraph 3
Article 11 – paragraph 3
(3) The Commission shall adopt the uniform template of articles of association by an implementing act. That implementing act shall be adopted in accordance with the examination procedure referred to in Article 27Member States shall ensure that in each case a uniform template of articles of association as referred to in paragraph 2 is made available.
Amendment 182 #
Proposal for a directive
Article 12 – paragraph 1
Article 12 – paragraph 1
(1) An SUP may, after registration, amend its articles of association by electronic or other means in accordance with applicable national law. This information shall be entered in the register of companies in the Member State of registration.
Amendment 198 #
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 entiretypursuant to Article 3(3) of Directive 2009/101/EC without it being necessary for the founding member to appear in person before any authority in the Member State of registration (on-linremote registration).
Amendment 200 #
Proposal for a directive
Article 14 – paragraph 4 – subparagraph 1 – introductory part
Article 14 – paragraph 4 – subparagraph 1 – introductory part
(4) National on-line registrationThe Commission shall make a web-sites shall include links to available in all official languages of the European Union containing all information on the registration web- sitesprocedure in other Member States. Member States shall ensure that the following templates arcan be used for on-linremote registration:
Amendment 207 #
Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1
Article 14 – paragraph 5 – subparagraph 1
(5) Member States may lay down rules for verifyingThe registration procedure and the possible verification of the identity of the founding member, and any other person making the registration on the member's behalf, and the acceptability of the documents and other information submittof a representative founding an SUP on his behalf shall be governed toby the registration body. Any identification issued in another Member State by the authorities of that State or on their behalf, including identification issued electronically, shall be recognised and accepted for the purposes of the verification by the Member State ofapplicable national law. Member States shall ensure that procedural rules are laid down, including rules concerning verification of the identity of the founding member and of the representative, as well as the admissibility of documents and other information submitted to the registration body.
Amendment 231 #
Proposal for a directive
Article 21 – paragraph 3
Article 21 – paragraph 3