33 Amendments of Othmar KARAS related to 2008/0130(CNS)
Amendment 36 #
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 cross-border dimension. A cross-border dimension exists where – the SPE has a corresponding business objective, or – its founding shareholders are resident or established in different Member States, or – the SPE has establishments in different Member States, or – the SPE is a subsidiary whose registered office is not in the same Member State as the parent company.
Amendment 37 #
Proposal for a regulation
Article 3 – paragraph 1 – point e b (new)
Article 3 – paragraph 1 – point e b (new)
(eb) it shall have a business objective.
Amendment 41 #
Proposal for a regulation
Article 7 – paragraph 2
Article 7 – paragraph 2
An SPE shall not be under any obligation tomust have its central administration or principal place of business in the Member State in which it has its registered office.
Amendment 44 #
Proposal for a regulation
Article 10 – paragraph 2 – point b a (new)
Article 10 – paragraph 2 – point b a (new)
(ba) the business objective of the SPE;
Amendment 45 #
Proposal for a regulation
Article 10 – paragraph 2 – point b b (new)
Article 10 – paragraph 2 – point b b (new)
(bb) a description of the SPE’s cross- border dimension;
Amendment 47 #
Proposal for a regulation
Article 10 – paragraph 4 – subparagraph 1 a (new)
Article 10 – paragraph 4 – subparagraph 1 a (new)
Member States shall be free to decide which of the above requirements has to be met for registration purposes.
Amendment 49 #
Proposal for a regulation
Article 14 – paragraph 1
Article 14 – paragraph 1
1. The shaamount and natures of the SPEshares in an SPE owned by the shareholders shall be entered in the list of shareholdregisters.
Amendment 51 #
Proposal for a regulation
Article 15 – paragraph 1 – introductory part
Article 15 – paragraph 1 – introductory part
1. The management body of the SPE shall draw up a list of shareholders. The listRegister entries concerning the shareholders and their holdings shall contain at least the following:
Amendment 52 #
Proposal for a regulation
Article 15 – paragraph 2
Article 15 – paragraph 2
2. The list of shareholdregisters shall, unless proven otherwise, constitute evidence of the authenticity of the mattecorrectness of the particulars listed in points (a) to (g) of paragraph 1.
Amendment 53 #
Proposal for a regulation
Article 15 – paragraph 3
Article 15 – paragraph 3
3. The list of shareholders and any amendments thereto shall be kept by the management body andregister may be inspected by the shareholders or third parties on request.
Amendment 56 #
Proposal for a regulation
Article 16 – paragraph 3
Article 16 – paragraph 3
3. On notification of a transfer, the management body shall, without undue delay, enter the shareholder in the list referred to in Article 15, 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 shareWhen it has been informed by a shareholder that a share has been transferred, the management body shall, without delay, notify the change to the register authority.
Amendment 57 #
Proposal for a regulation
Article 16 – paragraph 4 – point b
Article 16 – paragraph 4 – point b
(b) in relation to third parties, on the day the shareholder is entered in the list referred to in Article 15register, unless the third party concerned has been informed before that date that the transfer has been effected.
Amendment 60 #
Proposal for a regulation
Article 19 – paragraph 3
Article 19 – paragraph 3
3. The shares of the SPE do not need to be fully paid on issue. minimum capital of the SPE specified in paragraph 4 must be fully paid up by means of shares issued for cash; before the SPE is registered, the amount in question must, as must be proven by the appropriate evidence, be paid into an account which the management body shall be free to use for the benefit of the SPE.
Amendment 64 #
Proposal for a regulation
Article 19 – paragraph 4
Article 19 – paragraph 4
4. The capital of the SPE shall be at least EUR 10 000.
Amendment 65 #
Proposal for a regulation
Article 20 – paragraph 1
Article 20 – paragraph 1
1. Shareholders must pay the agreed consideration in cash or provide the agreed consideration in kind in accordance with the articles of association of the SPE. The value of the consideration in kind must be proved.
Amendment 66 #
Proposal for a regulation
Article 21 – paragraph 2 – subparagraph 1
Article 21 – paragraph 2 – subparagraph 1
2. If the articles of association so require, tThe management body of the SPE, in addition to complying with paragraph 1, shall sign a statement, hereinafter a ‘solvency certificate’, before a distribution is made, certifying that the SPE will be able to pay its debts as they become due in the normal course of business within one year of the date of the distribution. Shareholders shall be provided with the solvency certificate before the resolution on the distribution referred to in Article 27 is takenpassed.
Amendment 70 #
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 object.
Amendment 71 #
Proposal for a regulation
Article 3 – paragraph 1 – point (e b) (new)
Article 3 – paragraph 1 – point (e b) (new)
(eb) it shall have a cross-border component. This shall be deemed to exist where: - the company has a corresponding business object, or - the company’s founding shareholders are resident in, or have their registered offices in, different Member States, or - the company has establishments in different Member States, or - the company is a subsidiary whose registered office is in a Member State other than that of the parent company.
Amendment 84 #
Proposal for a regulation
Article 7 – paragraph 2
Article 7 – paragraph 2
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.
Amendment 99 #
Proposal for a regulation
Article 10 – paragraph 2 – point b a (new)
Article 10 – paragraph 2 – point b a (new)
(ba) the business object of the SPE;
Amendment 100 #
Proposal for a regulation
Article 10 – paragraph 2 – point (b b) (new)
Article 10 – paragraph 2 – point (b b) (new)
(bb) the explanation of the cross-border component;
Amendment 106 #
Proposal for a regulation
Article 10 – paragraph 4 – subparagraph 1 a (new)
Article 10 – paragraph 4 – subparagraph 1 a (new)
It shall be for the Member States to decide which of the above conditions they enforce in relation to registration.
Amendment 114 #
Proposal for a regulation
Article 14 – paragraph 1
Article 14 – paragraph 1
1. The shares ofnumber and type of shares held by shareholders in the SPE shall be entered in the list of shareholdregisters.
Amendment 117 #
Proposal for a regulation
Article 15 – paragraph 1 – introductory part
Article 15 – paragraph 1 – introductory part
1. The management body of the SPE shall draw up a list of shareholders. The list shall contain at least the followingfollowing particulars relating to the shareholders and their shares shall be included in the register:
Amendment 118 #
Proposal for a regulation
Article 15 – paragraph 2
Article 15 – paragraph 2
2. The list of shareholdregisters shall, unless proven otherwise, constitute evidence of the authenticitccuracy of the matters listed in points (a) to (g) of paragraph 1.
Amendment 119 #
Proposal for a regulation
Article 15 – paragraph 3
Article 15 – paragraph 3
3. The list of shareholders and any amendments thereto shall be kept by the management body andregister may be inspected by the shareholders or third parties on request.
Amendment 127 #
Proposal for a regulation
Article 16 – paragraph 3
Article 16 – paragraph 3
3. On notification of a transfer,As soon as the management body shall, without undue delay, enter the shareholder in the list referred to in Article 15, 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 shares received evidence of the transfer of a share by the shareholder, the management body shall give notification of this change to the authority maintaining the register.
Amendment 129 #
Proposal for a regulation
Article 16 – paragraph 4 – point a
Article 16 – paragraph 4 – point a
(a) in relation to the SPE, on the day the new shareholder notifies the SPE of the transfer;
Amendment 130 #
Proposal for a regulation
Article 16 – paragraph 4 – point b
Article 16 – paragraph 4 – point b
(b) in relation to third parties, on the day the shareholder is entered in the list referred to in Article 15register, unless it has already been demonstrated to the third party that the transfer has taken place.
Amendment 138 #
Proposal for a regulation
Article 19 – paragraph 3
Article 19 – paragraph 3
3. The shares of the SPE do not need to be fully paid on issueminimum capital of the SPE referred to in paragraph 4 must be paid in full in the form of cash shares and, before the registration of the SPE in the register, evidence provided that this amount has been paid into an account that the management body shall make freely available in favour of the SPE.
Amendment 139 #
Proposal for a regulation
Article 19 – paragraph 4
Article 19 – paragraph 4
4. The capital of the SPE shall be at least EUR 10 000.
Amendment 148 #
Proposal for a regulation
Article 20 – paragraph 1
Article 20 – paragraph 1
1. Shareholders must pay the agreed consideration in cash or provide the agreed consideration in kind in accordance with the articles of association of the SPE. Proof must be provided of the value of the consideration in kind.
Amendment 151 #
Proposal for a regulation
Article 21 – paragraph 1 – subparagraph 1
Article 21 – paragraph 1 – subparagraph 1
2. If the articles of association so require, tThe management body of the SPE, in addition to complying with paragraph 1, shall sign a statement, hereinafter a 'solvency certificate', before a distribution is made, certifying that the SPE will be able to pay its debts as they become due in the normal course of business within one year of the date of the distribution. Shareholders shall be provided with the solvency certificate before the resolution on the distribution referred to in Article 27 is taken.