8 Amendments of Nicolae Vlad POPA related to 2008/2196(INI)
Amendment 1 #
Motion for a resolution
Citation 2 a (new)
Citation 2 a (new)
– having regard to Article 293 of the EC Treaty,
Amendment 2 #
Motion for a resolution
Recital A a (new)
Recital A a (new)
Aa. whereas cross-border company migration is one of the crucial elements in the completion of the internal market,
Amendment 5 #
Motion for a resolution
Recital C
Recital C
C. whereas the rights of othird partieer stakeholders concerned by the transfer, such as minority shareholders, creditors, etc, should be taken into account,
Amendment 6 #
Motion for a resolution
Recital D a (new)
Recital D a (new)
Da. whereas the rule requiring a company to maintain its head office and its registered office in the same Member State runs counter to the case-law of the Court of Justice on freedom of establishment and therefore infringes EC law,
Amendment 7 #
Motion for a resolution
Recital E a (new)
Recital E a (new)
Ea. whereas the directive hereby proposed should take into account all interests affected by companies’ mobility and should harmonise the rules governing the timing of, and procedures for, the transfer of a registered office,
Amendment 10 #
Motion for a resolution
Recommendation 1
Recommendation 1
Cross-border transfers of registered offices shall not give rise to the winding-up of the company concerned or to any interruption or loss of its legal personality; consequently, the company shall retain its legal identity and all its assets, liabilities and contractual relations shall remain unaffected. The transfer shall take effect on the date of registration in the host Member State. From the date of registration in the host Member State, the company shall be governed by the legislation of that State.
Amendment 14 #
Motion for a resolution
Recommendation 4 – paragraph 1
Recommendation 4 – paragraph 1
The home Member State shall verify, in accordance with its legislation, the legality of the transfer procedure. The competent authority designated by the home Member State shall issue a certificate conclusively declaring that all the acts and formalities required have been completed. The home Member State shall make available to companies registered within its territory a legal procedure whereby the applicable company law can be changed without any interruption or loss of legal personality whilst retaining the rules governing the internal decision to reincorporate, in such a way as to prevent the board from being able to exert influence on the shareholders’ decision to reincorporate abroad and thereby maximise the board’s interest at the expense of the shareholders.
Amendment 15 #
Motion for a resolution
Recommendation 4 – paragraph 4
Recommendation 4 – paragraph 4
Registration in the host Member State and removal from the register in the home Member State shall be published. TAt least the following particulars must be covered: (a) the date of registration; (b) the new and former entry number in the respective registers of the home and host Member States.