37 Amendments of Daniel DALTON related to 2014/0120(COD)
Amendment 117 #
Proposal for a directive
Recital 2
Recital 2
(2) Part I of this Directive takes over the provisions of Directive 2009/102/EC as regards all single-member limited liability companies. It requires that in case all shares come to be held by a single shareholder, its identity should be disclosed to the public by the entry in the register. This Directive also provides that decisions taken by the single shareholder exercising the power of the general meeting as well as the contracts between the shareholder and the company should be recorded in writing and kept in digital format, unless they relate to contracts concluded under market conditions in the ordinary course of business.
Amendment 119 #
Proposal for a directive
Recital 3
Recital 3
(3) Establishing single-member limited liability companies as subsidiaries in other Member States entails costs due to the diverse legal and administrative requirements which must be met in the Member States concerned. Such divergent requirements continue to exist among Member States and therefore companies might find it costly and difficult to conduct business across borders. The additional financial and administrative burdens and costs related to setting-up companies hamper the full development of business within the internal market.
Amendment 120 #
Proposal for a directive
Recital 3
Recital 3
(3) Establishing single-member limited liability companies as subsidiaries in other Member States entails costs due to the diverse legal and administrative requirements which must be met in the Member States concerned. Such divergent requirements continue to exist among Member States and create barriers for companies, in particular SMEs, to establish and operate cross-border.
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 122 #
Proposal for a directive
Recital 7
Recital 7
(7) In order to foster more entrepreneurship in Europe and to facilitate the cross-border activities of SMEs and the establishment of single- member companies as subsidiaries in other Member States, the costs and administrative burdens involved in setting- up these companies should be reduced and the rules for businesses on the internal market of the Union should be simplified.
Amendment 123 #
Proposal for a directive
Recital 7
Recital 7
(7) In order to facilitate the cross-border activities of SMEs and the establishment of single-member companies as subsidiaries in other Member States, the costs and administrative burdens involved in setting- up these companies should be reduced. The Commission should actively promote entrepreneurship by creating funding schemes, offering new SMEs a grant of 1000 EUR to help with the setting up costs, with the cost of these grants being offset by reductions in other areas of the Union budget.
Amendment 127 #
Proposal for a directive
Recital 9
Recital 9
(9) Single-member private limited liability companies formed and operating in compliance with this Directive should add to their names a common, easily identifiable abbreviation – SUP (Societas Unius Personae), which provides important legal clarity to companies and Member States.
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 136 #
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 Member State's 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 Council19 as a gateway to national on-line registration points. It should, therefore, be possible to establish SUPs from distance and fully by electronic means. This ability to register on-line is crucial to easing the burdens companies face when trying to conduct business across borders. __________________ 19 Directive 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).
Amendment 138 #
Proposal for a directive
Recital 16
Recital 16
(16) In line with the recommendations set out in the European Commission's 2011 Review of the Small Business Act21 to reduce the start-up time for new enterprises, SUPs should receive the certificate of registration in the relevant register of a Member StaMember States should ensure that the registration process is completed within three working days. This facility should only be available to the newly created companies and not to existing entities that wish to convert to SUPs as the registration of such entities by their very nature, may take more time. __________________ 21 COM(2011) 78 final, 23.2.2011. COM(2011) 78 final, 23.2.2011.
Amendment 144 #
Proposal for a directive
Article 1 – paragraph 1 – introductory part
Article 1 – paragraph 1 – introductory part
1. The coordination measures provided for inPart 1 of this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to:
Amendment 149 #
Proposal for a directive
Article 2 – point 1
Article 2 – point 1
(1) ‘single-member company’ means a company with limited liability whose shares are held by a single person;
Amendment 151 #
Proposal for a directive
Article 2 – point 5 a (new)
Article 2 – point 5 a (new)
(5a) 'online registration' means a registration procedure fully completed electronically at a distance without requiring the need of a physical presence of the founder before the authorities of the Member State of registration;
Amendment 156 #
Proposal for a directive
Article 6 – paragraph 2
Article 6 – paragraph 2
2. Member States shall not hinder SUPs from being single-members in other companies. Member States may establish rules prohibiting SUPs from being single- members in other limited liability companies if this leads to cross or circular ownership.
Amendment 158 #
Proposal for a directive
Article 7 – paragraph 2
Article 7 – paragraph 2
2. Member States shall provide that the single-member shall not be liable for any amount exceeding the subscribed share capital, without prejudice to other provisions on liability laid down in national law.
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 163 #
Proposal for a directive
Article 9 – paragraph 1
Article 9 – paragraph 1
1. Member States shall ensure that an SUP may be formed by the conversion of the types of companies listed in Annex I subject to compliance with the applicable national law.
Amendment 164 #
Proposal for a directive
Article 9 – paragraph 3
Article 9 – paragraph 3
Amendment 165 #
Proposal for a directive
Article 9 – paragraph 3 – point a a (new)
Article 9 – paragraph 3 – point a a (new)
(aa) it has a single share and a share capital of at least EUR 1;
Amendment 199 #
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 entirety without it being necessary for the founding member to appearequiring the need of a physical presence of the founder before any authority in the Member State of registration (on-line registration).
Amendment 201 #
Proposal for a directive
Article 14 – paragraph 4 – subparagraph 1 – introductory part
Article 14 – paragraph 4 – subparagraph 1 – introductory part
4. National on-line registration web-sites shall include links to the registration web- sites in other Member States. Member States shall ensure that the following templates are used for on-line registrationonline registration with the following templates:
Amendment 203 #
Proposal for a directive
Article 14 – paragraph 4 – subparagraph 2
Article 14 – paragraph 4 – subparagraph 2
Member States shall issue a certificate of registration confirming that the registration procedure has been completed. The certificate of registration shall be issued no later thaensure that the registration procedure is completed within three working days from the receipt of all the necessary documentation by the competent authority.
Amendment 208 #
Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1
Article 14 – paragraph 5 – subparagraph 1
5. Member States may lay down rules for verifying the identity of the founding member, and any other person makingWithout prejudice to paragraph 3, the process of registration and possible verification of identification of the founding member, or a representative theat registrationers the SUP on the member's behalf, and the acceptability of the documents and other information submitt shall be governed toby the registration body. Any identification issued in anotherapplicable national law. Member Sstate 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 ofs shall lay down the procedural rules, including the rules on the acceptability of the documents and other information submitted to the registration body.
Amendment 213 #
Proposal for a directive
Article 14 – paragraph 6
Article 14 – paragraph 6
6. Member States shall not make the registration of an SUP conditional on obtaining any licence or authorisation. The registratis is without prejudice to provisions of the SUP, all documents provided during the process of registration and subsequent changes to them,national law that make carrying out certain activities after registration conditional on obtaining a licence or authorisation. These activities shall be dlisclosted in the relevant register of companies immediately afternational on-line registration websites.
Amendment 214 #
Proposal for a directive
Article 14 – paragraph 6 – subparagraph 1 a (new)
Article 14 – paragraph 6 – subparagraph 1 a (new)
The registration of the SUP, all documents provided during the process of registration and subsequent changes to them, shall be disclosed in the relevant register of companies immediately after registration.
Amendment 216 #
Proposal for a directive
Article 14 a (new)
Article 14 a (new)
Article 14a Recognition of identification means for the purposes of on-line registration 1. For the purposes of on-line registration of an SUP, the registration authorities shall recognise: (a) electronic identification means issued under an electronic identification scheme approved for the purpose of on-line registration of SUPs by the Member State of registration; (b) an electronic identification means issued in another Member State complying with Article 6 of Regulation (EU) No 910/2014. 2. The registration authorities may also recognise other electronic or non- electronic identification means. When non-electronic identification means, issued in the Member State of registration, are recognised by the registration authorities for the purpose of on-line registration, the same type of non- electronic identification issued in other Member States shall be equally recognised. 3. Member States shall ensure that any measures taken to comply with this Article or Article 14 do not affect the possibility of on-line registration referred to in Article 14(3).
Amendment 222 #
Proposal for a directive
Article 16 – paragraph 4
Article 16 – paragraph 4
4. Member States shall ensure that the SUP is not subject to rules requiring the company to build up legal reservWithout prejudice to paragraph 1, Member States may require the SUP to build up legal reserves in accordance with the national law applicable to private limited liability companies listed in Annex I. Member States shall ensure that information on such requirements is provided on the national registration web- sites. Member States shall allow companies to build reserves in accordance with their articles of association.
Amendment 224 #
Proposal for a directive
Article 16 – paragraph 5
Article 16 – paragraph 5
Amendment 228 #
Proposal for a directive
Article 21
Article 21
Amendment 233 #
Proposal for a directive
Article 22
Article 22
Amendment 235 #
Proposal for a directive
Article 23
Article 23
Amendment 238 #
Proposal for a directive
Article 24
Article 24
Authority to act and enter into agreements 1. An SUP's management body, comprising one or more directors, shall have the authority to represent the SUP, including when entering into agreements with third parties and in legal proceedings. 2. Directors may represent the SUP individually, including when entering into agreements with third parties and in legal proceedings, unless the articles of association provide for joint representation. Any other limitation of the powers of the directors, by the articles of associatirticle 24 deleted on, by a decision of the single- member or by a decision of the management body, may not be relied upon in any dispute with third parties, even if that limitation has been disclosed. Acts undertaken by the management body shall be binding on the SUP, even if they are not within the object of the SUP. 3. The management body may delegate the right to represent the SUP insofar as it is allowed by the articles of association. The duty of the management body to file for bankruptcy or to commence any similar insolvency procedure shall not be delegated.ehalf of an SUP
Amendment 239 #
Proposal for a directive
Article 25
Article 25
Amendment 240 #
Proposal for a directive
Article 25 – paragraph 1
Article 25 – paragraph 1
1. Member States shall ensure that their national law requires an SUPs to be dissolved or transformed into another form of company if SUPsit ceases to comply with the requirements laid down in this Directive. If an SUP fails to take appropriate steps to convert into another company law form, the competent authority shall be granted the powers necessary to dissolve the SUP.
Amendment 242 #
Proposal for a directive
Article 28 – title
Article 28 – title
Amendment 243 #
Proposal for a directive
Article 28 – paragraph 1
Article 28 – paragraph 1
Member States shall provide for penaltiesanctions applicable to infringements of the national provisions adopted to implement this Directive and shall take all the measures necessary to ensure that those penaltiesanctions are enforced. The penaltiesanctions provided for shall be effective, proportionate and dissuasive.