Procedure completed
| Role | Committee | Rapporteur | Shadows |
|---|---|---|---|
| Opinion | ECON | VIGENIN Kristian (PSE) | |
| Lead | JURI | VAN DEN BURG Ieke (PSE) |
Legal Basis EC Treaty (after Amsterdam) EC 044-p1
Activites
- 2009/06/26 Final act published in Official Journal
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2009/06/18
Final act signed
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2009/06/18
End of procedure in Parliament
- #2941
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2009/05/11
Council Meeting
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2009/05/11
Act adopted by Council after Parliament's 1st reading
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2008/12/18
Results of vote in Parliament
- Results of vote in Parliament
- Debate in Parliament
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T6-0631/2008
summary
The European Parliament adopted by 581 votes to 11 with 1 abstentions, a legislative resolution amending the proposal for a directive of the European Parliament and of the Council amending Council Directives 78/660/EEC and 83/349/EEC as regards certain disclosure requirements for medium-sized companies and obligation to draw up consolidated accounts. The report had been tabled for consideration in plenary by Ieke VAN DEN BURG (PES, NL) on behalf of the Committee on Legal Affairs.The amendments were the result of a compromise between the Council and the Parliament. The main amendments - adopted under the 1st reading of the codecision procedure - were as follows:- as regards the amendment of the 7th Directive (Directive 83/349/EEC) on consolidated accounts, MEPs stress that a parent undertaking should be exempt from the obligation to draw up consolidated accounts and a consolidated annual report if that parent undertaking has only subsidiary undertakings considered as not material, both individually and as a whole. Although this statutory obligation should be lifted, a parent undertaking could still draw up consolidated accounts and a consolidated annual report on its own initiative;- as regards Directive 78/660/EEC, Parliament amended Article 45(2) regarding the omission of certain disclosure requirements by companies fulfilling specified criteria.- the date of transposition must be 31 December 2010 at the latest.
- 2008/11/27 Committee report tabled for plenary, 1st reading/single reading
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2008/11/17
Vote in committee, 1st reading/single reading
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2008/05/20
Committee referral announced in Parliament, 1st reading/single reading
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2008/04/17
Legislative proposal published
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COM(2008)0195
summary
PURPOSE: to amend Council Directives 78/660/EEC and 83/349/EEC in order to ease the administrative burden linked to certain disclosure requirements for medium-sized companies and obligation to draw up consolidated accounts.PROPOSED ACT: Directive of the European Parliament and of the Council.BACKGROUND: at its meeting of 8 and 9 March 2007, the European Council agreed that the administrative burden on companies should be reduced by 25% by 2012 in order to improve the competitiveness of companies in the EU. Accounting and auditing have been identified as key areas for reducing administrative burden for European companies.The 4th Company Law Directive (78/660/EEC) was adopted in order to create a harmonised set of requirements for the external reporting of all limited liability companies in the EU. In 1983, the 7th Company Law Directive (83/349/EEC) was adopted and added a common set of requirements for consolidated financial statements. During the past 25 years the Accounting Directives have been modified several times. Through the adoption of the Regulation (EC) No 1606/2002 on the application of international accounting standards (IAS Regulation) listed companies (and those with listed debt) have to present IFRS accounts, and are consequently relieved from most of the requirements in the 4th and 7th Directives. These Directives however still form the basis for SME accounting in the EU. Directive 83/349/EEC requires a parent company to prepare consolidated accounts even if the only subsidiary or all of the subsidiaries as a whole are not material. As a consequence these companies are scoped in the IAS Regulation and therefore have to prepare their consolidated financial statements in accordance with IFRS. This consequence of the particular Article in Directive 83/349/EEC is considered to be excessive where a parent company has only immaterial subsidiaries.The objective of the amendment to the 4th Company Law Directive is therefore to simplify financial reporting for small and medium-sized companies (SMEs) and relieve SMEs from financial reporting burden in a short term perspective. The objective of the amendment to the 7th Company Law Directive is to clarify the interaction between consolidation rules in this Directive and in the International Financial Reporting Standards.CONTENT: the proposed measures form part of the second fast track package and the general programme for the reduction of administrative burden for companies by 25% by 2012 (see also COD/2008/0083):Removal of disclosure requirement for formation expenses: formation expenses are different types of costs related to the creation of a company. For example, registration fees or legal assistance costs. These can under some circumstances be treated as an asset in the balance sheet. If this is the case, the 4th Company Law Directive requires that these “formation expenses” be explained in the notes to the accounts. Small companies can be exempted from this disclosure requirement in accordance with the Directive. The Commission suggests extending the scope of these exemptions to also include medium-sized companies.Removal of disclosure requirements for breakdown of turnover into activity and geographical markets for SMEs: the 4th Company Law Directive requires that a breakdown of turnover into activity and geographical markets is disclosed. This is required for all companies, but small companies can be excluded in accordance with the same Directive. The Commission suggests extending the scope of these exemptions also to include medium-sized companies.Amendment to the 7th Company Law Directive in order to clarify the relationship of its consolidation rules with the rules of International Financial Reporting Standards: the relationship between the IAS Regulation and the 7th Company Law Directive is not clear in cases where parent companies have no material subsidiaries. The problematic issue is whether such a parent company would fall under the IAS Regulation – and therefore have to prepare IFRS accounts – or not. The Commission considers it excessive to require the preparation of consolidated accounts in the situation where a parent company has only immaterial subsidiaries. It therefore proposes to exempt any parent undertaking governed by its national law from the obligation to draw up consolidated accounts and a consolidated annual report if this parent undertaking has only subsidiary undertakings considered as not material, both individually or as a whole.
- DG {'url': 'http://ec.europa.eu/dgs/internal_market/', 'title': 'Internal Market and Services'}, MCCREEVY Charlie
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COM(2008)0195
summary
Documents
- Legislative proposal published: COM(2008)0195
- Committee report tabled for plenary, 1st reading/single reading: A6-0462/2008
- Results of vote in Parliament: Results of vote in Parliament
- Debate in Parliament: Debate in Parliament
- Decision by Parliament, 1st reading/single reading: T6-0631/2008
- : Directive 2009/49
- : OJ L 164 26.06.2009, p. 0042
| Amendments | Dossier |
| 19 |
2008/0084(COD)
2008/10/08
JURI
18 amendments...
Amendment 10 #
Proposal for a directive – amending act Article 1 – point -1 c (new) Directive 78/660/EEC Article 11 – paragraph 1 a (new) (-1c) In Article 11 of Directive 78/660/EEC, the following paragraph 1a is inserted: "The Member States shall provide for the abridged balance sheet under paragraph 1 also for: – companies under Article 27 the shares in which are held by their manager or managers, – unlimited-liability companies falling within the scope of this Directive, and – companies within the meaning of Article 2(1) of Directive 89/667/EEC (single-member companies)."
Amendment 11 #
Proposal for a directive – amending act Article 1 – point -1 d (new) Directive 78/660/EEC Article 12 – paragraph 1 (-1d) Article 12(1) of Directive 78/660/EEC shall be replaced by the following: "1. Where on its balance sheet date, a company exceeds [...] the limits of two of the three criteria indicated in Article 11, that fact shall affect the application of the derogation provided for in that Article only if it occurs in five consecutive financial years. Where on its balance sheet date, a company ceases to exceed the limits of two of the three criteria indicated in Article 11, that fact shall affect the application of the derogation provided for in that Article only if it occurs in one financial year."
Amendment 12 #
Proposal for a directive – amending act Article 1 – point -1 e (new) Directive 78/660/EEC Article 27 – paragraph 1 – introductory phrase (-1e) In Article 27, first paragraph, the introductory phrase is replaced by the following: "The Member States shall permit companies which on their balance sheet dates do not exceed the limits of two of the three following criteria: – balance sheet total: EUR 20 000 000 – net turnover: EUR 40 000 000 – average number of employees during the financial year: 250 to adopt layouts different from those prescribed in Articles 23 to 26 [...]:"
Amendment 13 #
Proposal for a directive – amending act Article 1 – point -1 f (new) Directive 78/660/EEC Article 29 (-1f) Article 29 of Directive 78/660/EEC is repealed.
Amendment 14 #
Proposal for a directive – amending act Article 1 – point -1 g (new) Directive 78/660/EEC Article 30 (-1g) Article 30 of Directive 78/660/EEC is repealed.
Amendment 15 #
Proposal for a directive – amending act Article 1 – point -1 h (new) Directive 78/660/EEC Article 44 – paragraph 1 (-1h) Article 44(1) of Directive 78/660/EEC is replaced by the following: "1. Member States shall permit the companies referred to in Article 11 to draw up abridged notes on their accounts without the information required in Article 43(1)(4) to (12), (14)(a) and (15). However, the notes must disclose the information specified in Article 43(1)(6) in total for all the items concerned."
Amendment 16 #
Proposal for a directive – amending act Article 1 – point -2 (new) Directive 78/660/EEC Article 44 – paragraph 2 (-2) Article 44(2) of Directive 78/660/EEC is replaced by the following: "2. Member States shall exempt the companies referred to in paragraph 1 from the obligation to disclose [...] the information prescribed in Article 15(3)(a) and (4), Articles 18 and 21, Article 33(2)(a), second subparagraph and (4), Article 34(2), Article 35(1)(d), Article 39(1)(c), second sentence, Article 40(2), Article 41(1), second sentence, Article 42, second paragraph, and Article 42d."
Amendment 17 #
Proposal for a directive – amending act Article 1 – point 2 a (new) Directive 78/660/EEC Article 46 – paragraph 3 (2a) Article 46(3) of Directive 78/660/EEC is replaced by the following: "3. Member States shall waive the obligation on companies covered by Article 11 to prepare annual reports, provided that the information referred to in Article 22(2) of Directive 77/91/EEC concerning the acquisition by a company of its own shares is given in the notes to their accounts."
Amendment 18 #
Proposal for a directive – amending act Article 1 – point 2 b (new) Directive 78/660/EEC Article 46 – paragraph 4 Amendment 19 #
Proposal for a directive – amending act Article 1 – point 2 c (new) Directive 78/660/EEC Article 47 – paragraph 2 – subparagraph 1 – introductory phrase (2c) In Article 47(2), first subparagraph, of Directive 78/660/EEC, the introductory phrase is replaced by the following: "2. By way of derogation from paragraph 1, Member States shall permit the companies referred to in Article 11 to publish only:"
Amendment 20 #
Proposal for a directive – amending act Article 1 – point 2 d (new) Directive 78/660/EEC Article 47 – paragraph 2 – subparagraph 3 (2d) Article 47(2), third subparagraph, of Directive 78/660/EEC is replaced by the following: "In addition, Member States shall relieve such companies from the obligation to publish their profit and loss accounts and annual reports and the opinions of the persons responsible for auditing the accounts."
Amendment 21 #
Proposal for a directive – amending act Article 1 – point 2 e (new) Directive 78/660/EEC Article 47 – paragraph 3 – subparagraph 1 – introductory phrase (2e) In Article 47(3), first subparagraph, of Directive 78/660/EEC, the introductory phrase is replaced by the following: "3. Member States shall permit the companies referred to in Article 27 to publish only:"
Amendment 22 #
Proposal for a directive – amending act Article 1 – point 2 f (new) Directive 78/660/EEC Article 50 – paragraph 1 a (new) (2f) In Article 50 of Directive 78/660/EEC, the following paragraph is inserted: "Member States shall exempt the companies referred to in Article 11 from the obligation in paragraph 1."
Amendment 23 #
Proposal for a directive – amending act Article 1 – point 2 g (new) Directive 78/660/EEC Article 51 – paragraph 2 − subparagraph 1 (2g) Article 51(2), first subparagraph, of Directive 78/660/EEC is replaced by the following: "2. Member States shall relieve the companies referred to in Article 11 from the obligation imposed by paragraph 1."
Amendment 24 #
Proposal for a directive – amending act Article 2 Directive 83/349/CEE Article 13 – paragraph 2 a (2a) Without prejudice to Articles 4(2) and Articles 5 and 6, any parent undertaking governed by the national law of a Member State which only has subsidiary undertakings which are not material for the purposes of Article 16(3), both individually or as a whole, shall be exempted from the obligation imposed in Article 1(1), provided that it gives grounds for this in the annex to its annual accounts.
Amendment 7 #
Draft legislative resolution Citation 2 a (new) – having regard to the opinion of the High Level Group of Independent Stakeholders on Administrative Burdens of 10 July 2008 on reducing administrative burdens in the priority area of company law / annual accounts,
Amendment 8 #
Proposal for a directive – amending act Article 1 – point -1 a (new) Directive 78/660/EEC Article 1 – paragraph 2 a (new) (-1a) In Article 1 of Directive 78/660/EEC, the following paragraph is added: "2a. This Directive shall not apply to undertakings which on their balance sheet dates do not exceed the limits of two of the three following criteria: – balance sheet total: EUR 1 000 000 – net turnover: EUR 2 000 000 – average number of employees during the financial year: 20."
Amendment 9 #
Proposal for a directive – amending act Article 1 – point -1 b (new) Directive 78/660/EEC Article 11 – introductory phrase (-1b) In Article 11 of Directive 78/660/EEC, the introductory phrase is replaced by the following: "Member States shall permit companies which on their balance sheet dates do not exceed the limits of two of the three following criteria: – balance sheet total: EUR 5 000 000; – net turnover: EUR 10 000 000; – average number of employees during the financial year: 50 to draw up abridged balance sheets showing only those items preceded by letters and roman numerals in Articles 9 and 10, disclosing separately the information required in brackets in D (II) under "Assets" and C under "Liabilities" in Article 9 and in D (II) in Article 10, but in total for each."
source: PE-414.028
2008/10/09
ECON
1 amendments...
Amendment 3 #
Proposal for a directive – amending act Article 2 Directive 83/349/EEC Article 13 −- paragraph 2a (2a) Without prejudice to Articles 4(2) and Articles 5 and 6, Member States may permit any parent undertaking governed by the national law of a Member State which only has subsidiary undertakings which are not material for the purposes of Article 16(3), both individually
source: PE-414.207
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History
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3.45.02 Small and medium-sized enterprises SMEs, craft industriesNew
3.45.02 Small and medium-sized enterprises (SME), craft industries |
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