2014/0120(COD) | [ParlTrack]

Proposal for a directive
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 118 #

Biljana BORZAN

Proposal for a directive
Recital 3

Amendment 119 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Daniel DALTON, Richard SULÍK, Dita CHARANZOVÁ, Vicky FORD

Proposal for a directive
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

Amendment 121 #

Ivan ŠTEFANEC, Othmar KARAS, Jiří POSPÍŠIL, Adam SZEJNFELD, Daniel DALTON, Dita CHARANZOVÁ, Richard SULÍK, Antanas GUOGA, Andreas SCHWAB, Vicky FORD

Proposal for a directive
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 #

Ivan ŠTEFANEC, Othmar KARAS, Jiří POSPÍŠIL, Adam SZEJNFELD, Antanas GUOGA, Daniel DALTON, Dita CHARANZOVÁ, Richard SULÍK, Vicky FORD

Proposal for a directive
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

(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 124 #

Proposal for a directive
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 125 #

Proposal for a directive
Recital 8

(8) The ~~availability of a~~ harmonised legal framework governing the formation of single-member companies, including the establishment of a uniform online 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 126 #

Proposal for a directive
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)~~be able if they so wish to add a common abbreviation – SUP (Societas Unius Personae). Without prejudice to the arrangements in force in the Member States, the addition of the abbreviation should not be made mandatory under this Directive.

Amendment 127 #

Sergio Gaetano COFFERATI, Lucy ANDERSON

Proposal for a directive
Recital 9

Amendment 128 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Antanas GUOGA, Andreas SCHWAB, Daniel DALTON, Richard SULÍK, Vicky FORD

Proposal for a directive
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 129 #

Proposal for a directive
Recital 11 a (new)

(11a) There should be appropriate controls in order to ensure that the founder of a single-member company is not a worker falsely declared as self- employed and as such deprived of the protection of labour law. In order to determine a genuine self-employment situation different elements should be taken into account, including inter alia factors related to the freedom to organise working time, place and activities, subordination and remuneration.

Amendment 130 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Andreas SCHWAB, Daniel DALTON, Vicky FORD

Proposal for a directive
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 131 #

Marlene MIZZI, Evelyne GEBHARDT, Sergio Gaetano COFFERATI, Maria GRAPINI, Christel SCHALDEMOSE, Liisa JAAKONSAARI, Marc TARABELLA, Sergio GUTIÉRREZ PRIETO, Lucy ANDERSON, Josef WEIDENHOLZER

Proposal for a directive
Recital 12

(12) To enable business to enjoy the full benefits of the internal market, Member States should not require the registered office of an SUP and its central administration to be in the same Member State.deleted

Amendment 132 #

Proposal for a directive
Recital 12

(12) To ~~enable business to enjoy the full benefits of~~guarantee fair competition in the internal market, Member States should ~~not~~ require th~~e registered office of an SUP and its central administration to be in the same Member State~~at a single member company within the meaning of this Directive has its registered office in the same Member State where it has its principle place of business.

Amendment 133 #

Proposal for a directive
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 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).deleted

Amendment 134 #

Proposal for a directive
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 135 #

Proposal for a directive
Recital 13

(13) I~~n order to make it~~t should be 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. Member States should, however, retain existing national requirements for the check ofn the ~~European Parliament and~~identity of the Cfouncil19as 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 Parliamentding member before registration and the legality of the documents submitted and of the ~~Council of 12 December 2006 on services in the internal market (OJ L 376, 27.12.2006, p. 36)~~process of on-line registration.

Amendment 136 #

Proposal for a directive
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 137 #

Proposal for a directive
Recital 13

(13) In order to make it easier and less costly to establish subsidiaries in other Member States, the online registration of SUPs should be ensured. In such case, the payment of the consideration in cash should be required. 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. __________________ 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

(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 Sta~~Member 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 139 #

Proposal for a directive
Recital 17

(17) Each Member State should designate a competent electronic registration point. To support the designated bodies in exchanging information about the identity of the founder, Member States may use the means provided for under Regulation (EU) No 1024/2012 of the European Parliament and of the Council22. __________________ 22 Regulation (EU) No 1024/2012 of the European Parliament and of the Council of 25 October 2012 on administrative cooperation through the Internal Market Information System and repealing Commission Decision 2008/49/EC ('the IMI Regulation') (OJ L 316, 14.11.2012, p. 1).deleted

Amendment 140 #

Proposal for a directive
Recital 18

Amendment 141 #

Marlene MIZZI, Evelyne GEBHARDT, Maria GRAPINI, Christel SCHALDEMOSE, Liisa JAAKONSAARI, Marc TARABELLA, Sergio GUTIÉRREZ PRIETO, Lucy ANDERSON, Josef WEIDENHOLZER

Proposal for a directive
Recital 19

(19) The use of the template of articles of association provided by the Member States should be ~~required~~possible if the SUP is registered ~~electronically~~at 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 142 #

Proposal for a directive
Recital 20

(20) In order to prevent abuse and simplify control SUPs should neither issue any further shares nor should the single share be split. Nor should SUPs acquire or own their single share whether directly or indirectly. Rights attached to the single share should only be exercised by one person. Where Member States allow for co-ownership of a single share, only one representative should be entitled to act on behalf of the co-owners and be considered as a single-member for the purpose of this Directive.

Amendment 143 #

Marlene MIZZI, Evelyne GEBHARDT, Maria GRAPINI, Christel SCHALDEMOSE, Liisa JAAKONSAARI, Marc TARABELLA, Sergio GUTIÉRREZ PRIETO, Lucy ANDERSON, Josef WEIDENHOLZER

Proposal for a directive
Recital 23 a (new)

(23a) The insolvency of a company usually affects not only the company's owner and shareholder, but also its creditors. Employees are particularly concerned by insolvency, as they grant an advance performance to the employer through their work. Therefore Member States should introduce preferential rights for employees in their legislation concerning insolvency proceedings.

Amendment 144 #

Proposal for a directive
Article 1 – paragraph 1 – introductory part

1. ~~The coordination measures provided for in~~Part 1 of this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to:

Amendment 145 #

Marlene MIZZI, Evelyne GEBHARDT, Maria GRAPINI, Liisa JAAKONSAARI, Christel SCHALDEMOSE, Marc TARABELLA, Sergio GUTIÉRREZ PRIETO, Lucy ANDERSON, Josef WEIDENHOLZER

Proposal for a directive
Article 1 – paragraph 1 – point a a (new)

(aa) which are micro-undertakings or small undertakings;

Amendment 146 #

Proposal for a directive
Article 1 – paragraph 1 – point a a (new)

(aa) the special provisions in Part II of this Directive shall apply only to micro or small single-member private limited liability companies;

Amendment 147 #

Proposal for a directive
Article 1 – paragraph 1 – point b

~~(b) Societas Unius Personae (SUP) referred to in Article 6.~~deleted

Amendment 148 #

Proposal for a directive
Article 1 – paragraph 1 a (new)

1a. This Directive provides common rules for the establishment of micro and small single-member private limited liability companies through a voluntary online registration procedure with obligatory identity check of the founder, a uniform template of articles of associations (both Union and national templates can be used) and minimum capital requirements.

Amendment 149 #

Proposal for a directive
Article 2 – point 1

(1) ‘single-member company’ means a company with limited liability whose shares are held by a single person;

Amendment 150 #

Marlene MIZZI, Evelyne GEBHARDT, Maria GRAPINI, Christel SCHALDEMOSE, Liisa JAAKONSAARI, Marc TARABELLA, Sergio GUTIÉRREZ PRIETO, Lucy ANDERSON, Josef WEIDENHOLZER

Proposal for a directive
Article 2 – point 1 a (new)

(1a) 'micro-undertaking' means a micro- undertaking as defined in Article 3(1) of Directive 2013/24/EU.

Amendment 151 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Daniel DALTON, Richard SULÍK, Dita CHARANZOVÁ, Vicky FORD

Proposal for a directive
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 152 #

Proposal for a directive
Article 3 – paragraph 1

Where a company becomes a single- member private limited liability company because ~~all~~ its shares comes to be held by a single person, that fact, together with the identity of the sole member, must either be recorded in the file or entered in the central register, commercial register or company register as referred to in Article 3(1) and (3) of Directive 2009/101/EC ~~or be entered in a register kept by the company and accessible to the public~~.

Amendment 153 #

Proposal for a directive
Article 4 – paragraph 2

2. Decisions taken by the single-member exercising powers referred to in paragraph 1 shall be recorded in writing and kept in a digital format. Records of decisions taken shall be kept for at least five years.

Amendment 154 #

Proposal for a directive
Article 5 – paragraph 1

1. Contracts between the single-member and the company shall be recorded in writing and kept in a digital format. Records of such contracts shall be kept for at least five years.

Amendment 155 #

Proposal for a directive
Article 6 – paragraph 1

1. Member States shall provide for the possibility of registering private single- member limited liability companies in accordance with the rules and national procedures ~~set out in this Part~~. Such companies shall be referred to as SUPs.

Amendment 156 #

Ivan ŠTEFANEC, Othmar KARAS, Jiří POSPÍŠIL, Adam SZEJNFELD, Daniel DALTON, Richard SULÍK, Dita CHARANZOVÁ, Vicky FORD

Proposal for a directive
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 157 #

Proposal for a directive
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. Where the subscribed share capital is less than EUR 10 000, the SUP shall, through board accountability, be liable up to this amount;

Amendment 158 #

Proposal for a directive
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 159 #

Proposal for a directive
Article 7 – paragraph 4

(4) The SUP, and its articles of association, shall be governed by the national law of the Member State where the SUP ~~is registered~~has its central administration or principal place of business (hereinafter ‘applicable national law’).

Amendment 160 #

Proposal for a directive
Article 7 – paragraph 4

4. The SUP~~, and its articles of association,~~ shall be governed by the national law of the Member State where the SUP is registered (hereinafter ‘applicable national law’) in order to comply with this Directive.

Amendment 161 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Andreas SCHWAB, Daniel DALTON, Vicky FORD

Proposal for a directive
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 162 #

Proposal for a directive
Article 9 – paragraph 1

1. Member States shall ensure that an SUP may be formed by ~~the~~ conversion only if the ~~types of companies listed in Annex I~~company concerned is an SME.

Amendment 163 #

Proposal for a directive
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 #

Marlene MIZZI, Evelyne GEBHARDT, Sergio Gaetano COFFERATI, Maria GRAPINI, Christel SCHALDEMOSE, Liisa JAAKONSAARI, Marc TARABELLA, Sergio GUTIÉRREZ PRIETO, Lucy ANDERSON, Josef WEIDENHOLZER

Proposal for a directive
Article 9 – paragraph 3

3. Member States shall ensure that a company shall not become an SUP unless: (a) a resolution of its shareholders is passed or a decision of its single-member is taken authorising the conversion of the company into an SUP; (b) its articles of association comply with the applicable national law; and (c) its net assets are at least equivalent to the amount of its subscribed share capital plus those reserves which may not be distributed according to its articles of association.deleted

Amendment 165 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Daniel DALTON, Vicky FORD

Proposal for a directive
Article 9 – paragraph 3 – point a a (new)

(aa) it has a single share and a share capital of at least EUR 1;

Amendment 166 #

Proposal for a directive
Article 10 – title

Seat ~~of the SUP~~

Amendment 167 #

Proposal for a directive
Article 10

An SUP shall have its registered office ~~and either~~, its central administration orand its principal place of business in ~~the Union~~a Member State of the Union so that provisions of labour law (inter alia regarding workers participation) and tax law of such a Member State shall be fully respected.

Amendment 168 #

Marlene MIZZI, Felix REDA, Evelyne GEBHARDT, Sergio Gaetano COFFERATI, Maria GRAPINI, Christel SCHALDEMOSE, Liisa JAAKONSAARI, Marc TARABELLA, Sergio GUTIÉRREZ PRIETO, Lucy ANDERSON, Josef WEIDENHOLZER

Proposal for a directive
Article 10

An SUP shall have its registered office and either its central administration or its principal place of business in the ~~Union~~same Union Member State.

Amendment 169 #

Proposal for a directive
Article 10

~~An SUP shall have its registered office and either its central administration or~~Member States shall require that a single member company within the meaning of this Directive has its registered office in the Member State where it has its principal place of business ~~in the Union~~.

Amendment 170 #

Proposal for a directive
Article 11 – paragraph 1

(1) ~~Member States shall require that the~~In connection with the on-line registration of an SUP, Member States shall make available the uniform template of articles of association ~~of the SUP~~, which shall cover at least the subject matters provided for in paragraph 2.

Amendment 171 #

Proposal for a directive
Article 11 – paragraph 1

1. Member States shall require that the articles of association of the SUP shall cover ~~at least~~ the subject matters provided for in paragraph 2.

Amendment 172 #

Proposal for a directive
Article 11 – paragraph 1 – subparagraph 1 a (new)

Member States shall ensure online registration of an SUP with the uniform template of articles referred to in paragraphs 2 and 3.

Amendment 173 #

Proposal for a directive
Article 11 – paragraph 2 – subparagraph 1

The ~~uniform~~single template of articles of association shall cover the questions of formation, shares, share capital, organisation, accounts and the dissolution of an SUP. (This amendment applies throughout the legislative text. Adoption thereof will necessitate corresponding technical changes throughout.)

Amendment 174 #

Proposal for a directive
Article 11 – paragraph 2 – subparagraph 1

The uniform template of articles of association shall co~~ver the ques~~ntain at least the following elements: - name and descriptions of ~~formation, shares,~~the company, the single member and the business activity or activities; - formation and, where applicable, duration for which the company is set up; - single share and capital,; - organisation,; - account~~s and the~~ing; - dissolution ~~of an SUP.~~and, where appropriate, conversion;

Amendment 175 #

Proposal for a directive
Article 11 – paragraph 2 – subparagraph 1

The uniform template of articles of association shall cover the questions of formation, shares, share capital, organisation, representation towards third parties, accounts and the dissolution of an SUP.

Amendment 176 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Richard SULÍK, Dita CHARANZOVÁ

Proposal for a directive
Article 11 – paragraph 2 – subparagraph 2

~~It shall be made available by electronic means.~~deleted

Amendment 177 #

Proposal for a directive
Article 11 – paragraph 2 a (new)

2a. Member States shall ensure that the following templates may be used for on- line registration. The possibility to register an SUP on-line with the uniform template of articles of association shall not preclude the founder from registering on-line with its own bespoke articles of association if national law allows for it.

Amendment 178 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Richard SULÍK, Dita CHARANZOVÁ

Proposal for a directive
Article 11 – paragraph 2 b (new)

2b. Member States shall ensure that an SUP may be registered on-line with the uniform template of articles of association. The obligation under Article 11 of Directive 2009/101/EC to have founding instruments drawn up and certified in due legal form shall be considered fulfilled if the founder draws up the founding instruments of SUP using the uniform template.

Amendment 179 #

Proposal for a directive
Article 11 – paragraph 3

Amendment 180 #

Proposal for a directive
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 181 #

Proposal for a directive
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 27. Both national and Union templates can be used. The information for registration and information in the articles of association shall not be duplicated. Member States using templates that already meet the aim of this Directive may deviate from the implementing act.

Amendment 182 #

Sergio Gaetano COFFERATI, Lucy ANDERSON

Proposal for a directive
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 183 #

Proposal for a directive
Article 12 a (new)

Article 12 a Self-employment status of the founding member 1. Member States shall require that the founding member of the single-member company proves his/her genuine self- employment status. 2. A genuine self-employment status shall be presumed to be lacking where one or several of the following conditions are met: - The founding member has to submit to orders and instructions of another party in the performance of the work; - The founding member does not have the freedom to organise his/her working place, working time and relevant working activities; - The income of the founding member does not depend directly on the profits made; - The founding member receives periodic payment of remuneration, and such remuneration constitutes the founding member's sole or principal source of outcome.

Amendment 184 #

Proposal for a directive
Article 13 – paragraph 1 – introductory part

1. In addition to the information contained in the articles of association, Member States may only require for the registration of an SUP the following information or documentation:

Amendment 185 #

Proposal for a directive
Article 13 – paragraph 1 – point b

(b) ) the address of the registered office, the central administration and/or the principal place of business of the SUP, as well as proof of ownership of premises or lease of registered office;

Amendment 186 #

Proposal for a directive
Article 13 – paragraph 1 – point b a (new)

(ba) documents proving the company´s title to the premises, where its registered seat is located;

Amendment 187 #

Proposal for a directive
Article 13 – paragraph 1 – point h

~~(h) the articles of association of the SUP;~~deleted

Amendment 188 #

Proposal for a directive
Article 13 – paragraph 1 – point i

(i) where ~~applicable, the decision authorising the company's conversion into an~~the SUP was formed as a result of conversion (merger, division, change of legal form), the resolution on conversion that led to the creation of SUP.

Amendment 189 #

Sergio Gaetano COFFERATI, Lucy ANDERSON

Proposal for a directive
Article 13 – paragraph 1 – point i a (new)

(ia) power of attorney if the registration is done by a notary or attorney at law;

Amendment 190 #

Proposal for a directive
Article 13 – paragraph 1 – point i a (new)

(ia) appropriate evidence of the genuine self-employment status of the founding member, in accordance with Article 12;

Amendment 191 #

Proposal for a directive
Article 13 – paragraph 1 – point i a (new)

(ia) if applicable, all the documents, authorisations and licences required for registration in accordance with the legal provisions of the Member State in which the SUP is to be registered;

Amendment 192 #

Marlene MIZZI, Evelyne GEBHARDT, Maria GRAPINI, Christel SCHALDEMOSE, Liisa JAAKONSAARI, Marc TARABELLA, Sergio GUTIÉRREZ PRIETO, Lucy ANDERSON, Josef WEIDENHOLZER

Proposal for a directive
Article 13 – paragraph 2

(2) The Commission shall establish, by means of an implementing act, a template to be used for the registration of SUPs in the registers of companies of the Member States in accordance with paragraph 1. That implementing act shall be adopted in accordance with the examination procedure referred to in Article 27.deleted

Amendment 193 #

Proposal for a directive
Article 14 – paragraph 1

~~1. An SUP shall be registered in the Member State in which it is to have its registered office.~~deleted

Amendment 194 #

Proposal for a directive
Article 14 – paragraph 2

(2) An SUP shall acquire legal personality in accordance with the legal provisions of the Member State of registration and, at the latest, on the date on which it is entered in the register of companies of theis Member State ~~of registration.~~

Amendment 195 #

Proposal for a directive
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 appear before any authority in the Member State of registration (on-line registration).deleted

Amendment 196 #

Proposal for a directive
Article 14 – paragraph 3

(3) Member States shall ensure that the on- line registration procedure for newly incorporated SUPs may be completed electronically ~~in its entirety without it being necessary for the founding member to appear before any authority in the Member State of registration (on-line registration)~~by means of an electronic signature or the involvement of a public official.

Amendment 197 #

Proposal for a directive
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 appear before any author~~(on-line registration). Member States may, however, retain existing national requirements for the checks on the identity of the founding member before registration and on the legality inof the ~~Member State of registration (~~documents submitted and the process of on-line registration).

Amendment 198 #

Proposal for a directive
Article 14 – paragraph 3

(3) Member States shall ensure that the registration procedure for newly incorporated SUPs may be completed electronically ~~in its entirety~~pursuant 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-lin~~remote registration).

Amendment 199 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Antanas GUOGA, Dita CHARANZOVÁ, Richard SULÍK, Daniel DALTON, Vicky FORD

Proposal for a directive
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 appea~~requiring the need of a physical presence of the founder before any authority in the Member State of registration (on-line registration).

Amendment 200 #

Proposal for a directive
Article 14 – paragraph 4 – subparagraph 1 – introductory part

(4) ~~National on-line registration~~The Commission shall make a web-site~~s shall include links to~~ available in all official languages of the European Union containing all information on the registration ~~web- sites~~procedure in other Member States. Member States shall ensure that the following templates arcan be used for ~~on-lin~~remote registration:

Amendment 201 #

Proposal for a directive
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 registration~~online registration with the following templates:

Amendment 202 #

Proposal for a directive
Article 14 – paragraph 4 – subparagraph 2

Member States shall issue a certificate of registration confirming that the registration procedure has been completed. The time taken to produce the certificate of registration ~~shall be issued no later than thre~~and the procedure wfork doing ~~days from the receipt of all the necessary documentation by the competent authority~~so shall continue to be governed by rules laid down by the Member States.

Amendment 203 #

Proposal for a directive
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 tha~~ensure that the registration procedure is completed within three working days from the receipt of all the necessary documentation by the competent authority.

Amendment 204 #

Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1

(5) ~~Member States may lay down rules for verifying~~Verification of the identity of the founding member, and any other person making the registration on the member's behalf, ands well as the acceptability of the documents and other information submitted to 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 of registration, shall be governed by the applicable national law. Member States shall adopt provisions governing the subject.

Amendment 205 #

Proposal for a directive
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 making the registration on the member's behalf, and the acceptability of the documents and other information submitted to 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 of registration.

Amendment 206 #

Marc TARABELLA

Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1

5. The process of online registration and verification of the identity of the founding member or of the representative who registers the single-member private limited liability company on the founding member's behalf shall be governed by applicable national law. Member States ~~may~~shall lay down proportionate rules for verifying the identity of the founding member, and any other person making the registration on the founding member's behalf, and the acceptability of the documents and other information submitted to 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 verificMember States may lay down special provisions to govern the verification of the identity of the founding member or of the representative who registers the single- member private limited liability company on the founding member's behalf, for the purposes of preventing money laundering and organised crime, inter alia through identity checks or by using means of electronic identification. If fraud or illegal activity is detected, the competent authorities shall forward the relevant information byto the ~~Member State of registration.~~ competent authorities of the other Member States.

Amendment 207 #

Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1

(5) ~~Member States may lay down rules for verifying~~The 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 submitt~~of 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 208 #

Ivan ŠTEFANEC, Othmar KARAS, Jiří POSPÍŠIL, Adam SZEJNFELD, Dita CHARANZOVÁ

Proposal for a directive
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 making~~Without prejudice to paragraph 3, the process of registration and possible verification of identification of the founding member, or a representative theat regist~~ration~~ers 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 another~~applicable 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 of~~s shall lay down the procedural rules, including the rules on the acceptability of the documents and other information submitted to the registration body.

Amendment 209 #

Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1

5. Member States ~~may~~shall lay down rules for verifying 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 submitted to 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 of registrationWithout prejudice to paragraph 3, the process of registration and verification of identification of the founding member and/or a representative that registers the SUP on the member's behalf shall be governed by the applicable national law. Where, for the purposes of the first subparagraph, it is necessary for Member States to have recourse to administrative cooperation between them, they shall apply Regulation (EU) No 1024/2012.

Amendment 210 #

Marlene MIZZI, Evelyne GEBHARDT, Maria GRAPINI, Liisa JAAKONSAARI, Christel SCHALDEMOSE, Marc TARABELLA, Sergio GUTIÉRREZ PRIETO, Lucy ANDERSON, Josef WEIDENHOLZER

Proposal for a directive
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 making~~The process of online registration and, where applicable, verification of identification of the founding member, of the representative theat regist~~ration on the member's behalf, and the acceptability of the documents~~ers the single- member private limited liability company on the founding member's behalf and of the~~r information submitted to the registration body. Any identification issued in ano~~ persons authorised to represent the company shall be governed by national law of ther Member State ~~by the authorities of that State or on their behalf, including identification issued electronically, shall be recognised~~of registration. Member States shall lay down proportionate rules for verifying the identity of the founding member, and any other person making the registration on the founding member's behalf, and the accept~~ed for the purposes of the verification by the Member State of~~ability of the documents and other information submitted to the registration body.

Amendment 211 #

Proposal for a directive
Article 14 – paragraph 6

(6) ~~Member States shall not make the registration of an SUP conditional on obtaining any licence or authorisation.~~ 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 212 #

Proposal for a directive
Article 14 – paragraph 6

(6) Member States shall not make the registration of an SUP conditional on obtaining any licence or authorisation, unless national legal provisions make such a licence or authorisation a precondition for specific, predetermined sectors. 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 213 #

Proposal for a directive
Article 14 – paragraph 6

6. Member States shall not make the registration of an SUP conditional on obtaining any licence or authorisation. Th~~e registrat~~is 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 dlis~~clos~~ted in ~~the relevant register of companies immediately after~~national on-line registration websites.

Amendment 214 #

Marlene MIZZI, Evelyne GEBHARDT, Maria GRAPINI, Liisa JAAKONSAARI, Christel SCHALDEMOSE, Marc TARABELLA, Sergio GUTIÉRREZ PRIETO, Lucy ANDERSON, Josef WEIDENHOLZER

Proposal for a directive
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 215 #

Proposal for a directive
Article 14 – paragraph 6 a (new)

6a. Any change to the information entered in the register of companies pursuant to Article 13(1) shall also be registered in that register by way of on-line registration. A new certificate of registration shall be issued reflecting the change. Where the change concerns the information required under Article 13(1)(d) to (e), paragraph 5 of this Article shall apply. No change shall be effective as against third parties until such registration has been made.

Amendment 216 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Daniel DALTON, Dita CHARANZOVÁ, Richard SULÍK, Vicky FORD

Proposal for a directive
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 217 #

Proposal for a directive
Article 16 – paragraph 1

1. The share capital of an SUP shall be at least EUR 1200. In Member States in which the euro is not the national currency, the share capital shall be at least equivalent to ~~one~~200 units of that Member States’ currency.

Amendment 218 #

Proposal for a directive
Article 16 – paragraph 1

1. The share capital of an SUP shall be ~~at least EUR 1. In Member States in which the euro is not the national currency, the share capital shall be at least equivalent to one unit of that~~determined by Member States~~’ currency~~.

Amendment 219 #

Proposal for a directive
Article 16 – paragraph 3

~~3. Member States shall not impose any maximum value on the single share.~~deleted

Amendment 220 #

Proposal for a directive
Article 16 – paragraph 4

(4) Member States shall ensure that the SUP is ~~not subject to rules requiring the company to build up legal reserves. Member States shall allow companies to build reserves in accordance with their articles of association~~required to build up legal reserves in accordance with the applicable national rules.

Amendment 221 #

Marlene MIZZI, Evelyne GEBHARDT, Maria GRAPINI, Liisa JAAKONSAARI, Christel SCHALDEMOSE, Marc TARABELLA, Sergio GUTIÉRREZ PRIETO, Lucy ANDERSON, Josef WEIDENHOLZER

Proposal for a directive
Article 16 – paragraph 4

4. ~~Member States shall ensure that the SUP is not subject to rules requiring the company to build up legal reserves.~~ Member States shall allow companies to build reserves in accordance with their articles of association.

Amendment 222 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Daniel DALTON, Othmar KARAS, Vicky FORD

Proposal for a directive
Article 16 – paragraph 4

4. ~~Member States shall ensure that the SUP is not subject to rules requiring the company to build up legal reserv~~Without 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 223 #

Proposal for a directive
Article 16 – paragraph 4

4. Member States shall ~~ensure that the SUP is not subject to rules requiring the~~require single- member companyies to build up legal reserves. ~~Member States shall allow companies to build reserves in accordance with their articles of association~~The requirement to build up legal reserves shall be in accordance with national laws applicable to private limited liability companies as referred to Annex I.

Amendment 224 #

Proposal for a directive
Article 16 – paragraph 5

5. Member States shall require letter and order forms whether in paper form or in any other medium, to state the capital subscribed and paid up. If the company has a website, that information shall also be made available on it.deleted

Amendment 225 #

Proposal for a directive
Article 18 – paragraph 1

1. AMember States shall ensure that an SUP may, on the basis of a recommendation from the management body, make a distribution to the single- member provided that it complies with paragraphs 2 and 3.

Amendment 226 #

Proposal for a directive
Article 19 – paragraph 1

Member States shall ensure that any distributions paid out contrary to Article 18(2) or (3) are refunded to the SUP, ~~where it is established that~~and all damages resulting from such distribution shall be compensated to the interested parties that were effected, by the single- member that knew, or, in view of the circumstances, ought to have known that the distribution would be contrary to Article 18(2) or (3).

Amendment 227 #

Proposal for a directive
Article 21

Decisions of the single member 1. Decisions taken by the single-member of an SUP shall be recorded in writing by the single-member. Records of decisions taken shall be kept for at least five years. 2. A single member shall decide on the following: (a) approval of the annual accounts; (b) distribution to the member; (c) increase of share capital; (d) reduction of share capital; (e) appointment and removal of directors; (f) remuneration, if any, of directors, including when the single member is a director; (g) change of the registered office; (h) appointment and removal of the auditor, where applicable; (i) conversion of the SUP into another company form; (j) dissolution of the SUP; (k) any amendments to the articles of association. The single member may not delegate the decisions referred to in the first subparagraph to the management body. 3. The single-member shall be allowed to take decisions without calling a general meeting. No formal restrictions shall be imposed by Member States on the power of the single member to take decisions, including as regards the place and the time at which such decisions may be taken.Article 21 deleted

Amendment 228 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD

Proposal for a directive
Article 21

1. Decisions taken by the single-member of an SUP shall be recorded in writing by the single-member. Records of decisions taken shall be kept for at least five years. 2. A single member shall decide on the following: (a) approval of the annual accounts; (b) distribution to the member; (c) increase of share capital; (d) reduction of share capital; (e) appointment and removal of directors; (f) remuneration, if any, of directors, including when the single member is a director; (g) change of the registered office; (h) appointment and removal of the auditor, where applicable; (i) conversion of the SUP into another company form; (j) dissolution of the SUP; (k) any amendments to the articles of association. The single member may not delegate the decisions referred to in the first subparagraph to the management body. 3. The single-member shall be allowed to take decisions without calling a general meeting. No formal restrictions shall be imposed by Member States on the power of the single member to take decisions, including as regards the place and the time at which such decisions may be taken.Article 21 deleted Decisions of the single member

Amendment 229 #

Proposal for a directive
Article 21 – paragraph 2 – point a a (new)

(aa) mergers and divisions;

Amendment 230 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD

Proposal for a directive
Article 21 – paragraph 2 – point a b (new)

(ab) creation of reserves;

Amendment 231 #

Proposal for a directive
Article 21 – paragraph 3

(3) The single-member shall be allowed to take decisions without calling a general meeting. No formal restrictions shall be imposed by Member States on the power of the single member to take decisions, including as regards the place and the time at which such decisions may be taken.deleted

Amendment 232 #

Proposal for a directive
Article 22

~~[...]~~deleted

Amendment 233 #

Proposal for a directive
Article 22

~~[...]~~deleted

Amendment 234 #

Proposal for a directive
Article 22 – paragraph 7

7. Any person, whose directions or instructions the directors of the company are accustomed to follow, without having been formally appointed, shall be considered a director as regards all duties and liabilities to which directors are subject. A person shall not be considered a director solely on the grounds that the management body acts on advice given by him or her in a professional capacity.deleted

Amendment 235 #

Proposal for a directive
Article 23

1. The single-member shall have the right to give instructions to the management body. 2. Instructions given by the single- member shall not be binding for any director insofar as they violate the articles of association or the applicable national law.Article 23 deleted Shareholder’s instructions

Amendment 236 #

Proposal for a directive
Article 23 – paragraph 1

1. The right of the single-member ~~shall have the right~~ to give instructions to the management body shall be left entirely to the provisions of national law.

Amendment 237 #

Proposal for a directive
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 238 #

Proposal for a directive
Article 24

Amendment 239 #

Proposal for a directive
Article 25

Conversion of an SUP into another 1. Member States shall ensure that their national law requires SUPs to be dissolved or transformed into another form of company if SUPs cease 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. 2. An SUP may, at any moment, decide to convert into another company law form following the procedure laid down by applicable national law. 3. A SUP that has been converted into another company law form or dissolved in accordance with paragraphs 1 or 2, shall cease to use the abbreviation SUP.Article 25 deleted company law form

Amendment 240 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Daniel DALTON, Richard SULÍK, Dita CHARANZOVÁ, Vicky FORD

Proposal for a directive
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 ~~SUPs~~it 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 241 #

Marlene MIZZI, Felix REDA, Evelyne GEBHARDT, Maria GRAPINI, Christel SCHALDEMOSE, Liisa JAAKONSAARI, Marc TARABELLA, Sergio GUTIÉRREZ PRIETO, Lucy ANDERSON, Josef WEIDENHOLZER

Proposal for a directive
Article 25 a (new)

Article 25a Relationship with national law and other Community instruments This Directive is without prejudice to national and Community law provisions governing matters related to labour law, including workers' rights to information, consultation and participation in management or supervisory bodies of companies, taxation, accounting and insolvency proceedings.

Amendment 242 #

Proposal for a directive
Article 28 – title

~~Penaltie~~Sanctions

Amendment 243 #

Ivan ŠTEFANEC, Jiří POSPÍŠIL, Adam SZEJNFELD, Antanas GUOGA, Dita CHARANZOVÁ

Proposal for a directive
Article 28 – paragraph 1

Member States shall provide for ~~penaltie~~sanctions applicable to infringements of the national provisions adopted to implement this Directive and shall take all the measures necessary to ensure that those ~~penaltie~~sanctions are enforced. The ~~penaltie~~sanctions provided for shall be effective, proportionate and dissuasive.

Amendment 244 #

Proposal for a directive
Article 30 a (new)

Article 30a Review By [2 years after the date of transposition of this Directive], the Commission shall review the operation of this Directive, in particular, in the light of the development of the Digital Single Market, as regards options to extend the scope to companies with more than one shareholder, and present a legislative proposal if appropriate.

source: 549.465

2015/05/18 EMPL 245 amendments...

Amendment 1 #

Jutta STEINRUCK, Marita ULVSKOG, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Joachim SCHUSTER, Guillaume BALAS, Emilian PAVEL, Maria ARENA, Agnes JONGERIUS, Evelyn REGNER, Javi LÓPEZ, Ole CHRISTENSEN, Sergio GUTIÉRREZ PRIETO, Siôn SIMON, Elena GENTILE, Brando BENIFEI, Georgi PIRINSKI

Proposal for a directive
–

The European Parliament rejects the Commission proposal.

Amendment 10 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
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. They should be brought EU-wide up to a level which makes it easier to establish SMEs, but which at the same time guarantees a high degree of consumer protection, safeguards legal certainty and the principles of liability and creditor protection and protects existing SMEs against competitors who deliberately exploit the lax employment and codetermination standards in force in some Member States to practise social dumping.

Amendment 100 #

Proposal for a directive
Article 1 – paragraph 3

3. Where a Member State allows other companies than those listed in Annex I to be established as or become single- member companies, as defined in Article 2 (1), Part 1 of this Directive shall also apply to them.deleted

Amendment 101 #

Proposal for a directive
Article 1 – paragraph 3

Amendment 102 #

Proposal for a directive
Article 2 – paragraph 1 – point 1

(1) ‘single-member company’ means a company whose shares are held by a single person;, that is incorporated by a natural person, that does not exceed the limits defined in Article 3(1) of Directive 2013/34/EU and that demonstrates it is actively operating in at least two Member States or it will do so within a year from registration.

Amendment 103 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 2 – paragraph 1 – point 1

(1) ‘single-member company’ means a company whose shares are held by a single person; and that is incorporated by a natural person

Amendment 104 #

Proposal for a directive
Article 2 – paragraph 1 – point 1

(1) ‘single-member company’ means a company whose shares are held by a single person and that is incorporated by a natural person;

Amendment 105 #

Proposal for a directive
Article 2 – paragraph 1 – point 1

(1) ‘single-member company’ means a company whose shares are held by a single person and that is incorporated by a natural person;

Amendment 106 #

Proposal for a directive
Article 2 – paragraph 1 – point 1

(1) ‘single-member company’ means a company with limited liability whose shares are held by a single person;

Amendment 107 #

Proposal for a directive
Article 4 – paragraph 2

Amendment 108 #

Proposal for a directive
Article 5 – paragraph 1

1. Contracts between the single-member and the company shall be recorded in writing and kept in a digital format. Records of such contracts shall be kept for at least five years.

Amendment 109 #

Proposal for a directive
Article 5 – paragraph 2

~~2. Member States may decide not to apply paragraph 1 to contracts concluded under market conditions in the ordinary course of business which are not detrimental to the single-member company.~~(Does not affect English version.)

Amendment 11 #

Proposal for a directive
Recital 4

(4) The Commission Communication entitled ‘"Integrated Industrial Policy for the Globalisation Era - Putting Competitiveness and Sustainability at Centre Stage~~’16~~" encourages the creation, growth and internationalisation of small and medium-sized enterprises (SMEs). This is extremely important for the Union economy as SMEs account for two-thirds of employment in the Union and offer significant potential for growth and for the creation of jobs. __________________ 16 COM(2010) 614 final, 28.10.2010. COM(2010) 614 final, 28.10.2010.

Amendment 110 #

Proposal for a directive
Article 6 – paragraph 1

1. Member States shall provide for the possibility of registering private single- member limited liability companies in accordance with the rules and procedures set out in this Part. Such companies shall be referred to as SUPs.(Does not affect English version.)

Amendment 111 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 6 – paragraph 2

~~2. Member States shall not hinder SUPs from being single-members in other companies.~~deleted

Amendment 112 #

Proposal for a directive
Article 6 – paragraph 2

~~2. Member States shall not hinder SUPs from being single-members in other companies.~~deleted

Amendment 113 #

Proposal for a directive
Article 6 – paragraph 2

~~2. Member States shall not hinder SUPs from being single-members in other companies.~~deleted

Amendment 114 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
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.~~deleted

Amendment 115 #

Proposal for a directive
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.~~deleted

Amendment 116 #

Proposal for a directive
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.~~deleted

Amendment 117 #

Proposal for a directive
Article 7 – paragraph 2

(2) Member States shall provide that the single-member shall ~~not~~ be liable for any amount ~~exceeding the subscrib~~up to the accumulated share capital.

Amendment 118 #

Proposal for a directive
Article 7 – paragraph 2

Amendment 119 #

Proposal for a directive
Article 7 – paragraph 3

(3) The name of a company, which has the legal form of an SUP, shall be clearly followed by the abbreviation ‘SUP’. The abbreviation ‘SUP’ must be followed by the identifier for the Member State on whose territory the registration took place; the abbreviation and the identifier must be separated by a blank space. Only an SUP may use the abbreviation ‘SUP’.

Amendment 12 #

Proposal for a directive
Recital 5

(5) The improvement of the business environment, especially for SMEs, by reducing transaction costs in Europe, promoting clusters and promoting the internationalisation of SMEs, were the key elements of the initiative “Industrial policy for the globalisation era” outlined in the Commission Communication on the Europe 202017 strategy. Legal certainty, transparency, liability rules and creditor protection which apply EU-wide are key aspects of this business environment and should not be neglected, as otherwise companies will be given incentives to establish their registered office in a Member State in which low standards apply. __________________ 17 COM(2010)2020 final, 3.3.2010.

Amendment 120 #

Proposal for a directive
Article 7 – paragraph 4

(4) The SUP, and its articles of association, shall be governed by the national law of the Member State where the SUP is registered (hereinafter ‘applicable national law’). The SUP must conduct business activities in the Member State where it has its registered office.

Amendment 121 #

Proposal for a directive
Article 7 – paragraph 4

Amendment 122 #

Proposal for a directive
Article 7 – paragraph 4

4. The SUP, and its articles of association, shall be governed by the national law of the Member State where the SUP is registered (hereinafter ‘applicable national law’). Without prejudice to the provisions in this directive, a SUP-company shall, in every Member State be treated as a company which is founded in accordance with the existing legislation in the Member State in which the company has its registered office.

Amendment 123 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 7 – paragraph 4 a (new)

4a. This Directive is without prejudice to any national laws governing matters related to labour law, including among others the workers’ participation in the management or supervisory bodies of companies and the right to information and consultation, and taxation, accounting or insolvency proceedings. It is also without prejudice to the application of the national rules on the conflict of laws.

Amendment 124 #

Proposal for a directive
Article 7 – paragraph 4 a (new)

Amendment 125 #

Proposal for a directive
Article 7 – paragraph 4 a (new)

4a. This Directive is without prejudice to any national laws governing matters related to labour law, including among others the workers` participation in the management or supervisory bodies of companies and the right to information and consultation, and taxation, accounting or insolvency proceedings. It is also without prejudice to the application of the national rules on the conflict of laws.

Amendment 126 #

Proposal for a directive
Article 7 – paragraph 5

(5) Member States shall provide that the SUP is set up for an unlimited period of time, ~~unless provid~~provided that it conducts business activities in the Member State of registration and unless stipulated otherwise in the articles of association.

Amendment 127 #

Proposal for a directive
Article 7 – paragraph 5 a (new)

5a. Workers’ participation in company boards and workers’ rights on information and consultation in an SUP shall be governed by the provisions of the Member State in which the SUP has its single seat. On registering a SUP it has to prove compliance with this provision.

Amendment 128 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 7 – paragraph 5 a (new)

5a. Workers’ participation in company boards and workers’ rights on information and consultation in an SUP shall be governed by the provisions of the Member State in which the SUP has its single seat. On registration a SUP has to prove compliance with this provision.

Amendment 129 #

Proposal for a directive
Article 7 – paragraph 5 a (new)

5a. Workers’ participation in company boards and workers’ rights on information and consultation in an SUP shall be governed by the provisions of the Member State in which the SUP has its single seat. When registering a SUP, it has to prove compliance with this provision.

Amendment 13 #

Ivan JAKOVČIĆ

Proposal for a directive
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, procedures, and administrative burdens involved in setting- up these companies should be reduced.

Amendment 130 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 7 – paragraph 5 b (new)

5b. If a SUP exceeds over a period of 2 years the limits defined in Article 1 paragraph 1 Point b the SUP is transformed into a national legal company form following the provision of the Member States in Annex 1.

Amendment 131 #

Proposal for a directive
Article 7 – paragraph 5 b (new)

5b. If a SUP exceeds over a period of 2 years the limits defined in Article 1 paragraph 1 point b the SUP is transformed into a national legal company form following the provision of the Member States in Annex 1.

Amendment 132 #

Proposal for a directive
Article 7 – paragraph 5 b (new)

5b. If a SUP exceeds over a period of 2 years the limits defined in Art. 1 paragraph 1 point b the SUP is transformed into a national legal company form following the provisions of the Member States in Annex 1.

Amendment 133 #

Proposal for a directive
Article 8

An SUP may be incorporated by a natural ~~or legal person~~person at a single seat on condition that a share capital of at least 3000 EUR is provided for.

Amendment 134 #

Marita ULVSKOG, Brando BENIFEI, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO

Proposal for a directive
Article 8

An SUP may be incorporated by a natural ~~or legal person~~person at a single seat on condition that a share capital of at least 1000 EUR is provided for.

Amendment 135 #

Proposal for a directive
Article 8

An SUP may be incorporated by a natural ~~or legal person~~person at a single seat on condition that a share capital of at least 1000 EUR is provided for.

Amendment 136 #

Proposal for a directive
Article 8

An SUP may be incorporated by a natural ~~or legal person~~person at a single seat on conditions that a share capital of at least 1.000 EUR is provided for.

Amendment 137 #

Proposal for a directive
Article 9

1. Member States shall ensure that an SUP may be formed by the conversion of the types of companies listed in Annex I. 2. The formation of an SUP by conversion shall not result in any winding-up procedures, any loss or interruption of the legal personality or affect any rights or obligations existing prior to the conversion. 3. Member States shall ensure that a company shall not become an SUP unless: (a) a resolution of its shareholders is passed or a decision of its single-member is taken authorising the conversion of the company into an SUP; (b) its articles of association comply with the applicable national law; and (c) its net assets are at least equivalent to the amount of its subscribed share capital plus those reserves which may not be distributed according to its articles of association.Article 9 deleted Conversion into an SUP

Amendment 138 #

Siôn SIMON

Proposal for a directive
Article 9

Amendment 139 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
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.~~deleted

Amendment 14 #

Anne SANDER

Proposal for a directive
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 reduce~~costs and administrative burdens involved in setting- up a company should be reduced. Establishing a company abroad today requires being able to meet the substantial financial costs of complying with the legal and administrative rules of the other country, which is a major obstacle for many SMEs. The business environment therefore urgently needs to be improved, especially for SMEs, in order to allow them to operate in more than one EU country and invest more easily abroad.

Amendment 140 #

Proposal for a directive
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.~~deleted

Amendment 141 #

Proposal for a directive
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 142 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 9 – paragraph 3

Amendment 143 #

Proposal for a directive
Article 9 – paragraph 3

Amendment 144 #

Proposal for a directive
Article 9 – paragraph 3

Amendment 145 #

Proposal for a directive
Article 9 – paragraph 3 – introductory part

3. Member States shall ensure that a company shall not become an SUP unless: a resolution of its shareholders is passed or a decision of its single-member is taken authorising the conversion of the company into an SUP and its articles of association comply with the applicable national law.

Amendment 146 #

Proposal for a directive
Article 9 – paragraph 3 – point a

~~(a) a resolution of its shareholders is passed or a decision of its single-member is taken authorising the conversion of the company into an SUP;~~deleted

Amendment 147 #

Proposal for a directive
Article 9 – paragraph 3 – point b

~~(b) its articles of association comply with the applicable national law; an~~deleted

Amendment 148 #

Proposal for a directive
Article 9 – paragraph 3 – point c

~~(c) its net assets are at least equivalent to the amount of its subscribed share capital plus those reserves which may not be distributed according to its articles of association.~~deleted

Amendment 149 #

Proposal for a directive
Article 9 – paragraph 3 a (new)

3a. Member States shall ensure that a company shall not become an SUP unless its net assets are at least equivalent to the amount of its subscribed share capital plus those reserves which may not be distributed according to its articles of association.

Amendment 15 #

Proposal for a directive
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, without, however, undermining legal certainty, consumer protection, the rules on liability, creditor protection and social standards such as codetermination.

Amendment 150 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 10

An SUP shall have its registered office ~~and either its central administration or its principal place of business in the Union~~in the Member State where it has its principal place of business. A Member State may in addition impose on SUPs registered in its territory the obligation of locating its head office and its registered office in the same place.

Amendment 151 #

Proposal for a directive
Article 10

Amendment 152 #

Proposal for a directive
Article 10

An SUP shall have its registered office ~~and either its central administration or its principal place of business in the Union.~~ in the Member State where it has its principal place of business. A Member State may in addition impose on SUPs registered in its territory the obligation of locating its head office and its registered office in the same place.

Amendment 153 #

Proposal for a directive
Article 10

~~An SUP shall have its~~The registered office and eithe~~r its~~ central administration o~~r its principal place of business in the Union~~f the SUP must be located in the same Member State.

Amendment 154 #

Claude ROLIN, Ivo BELET, Pascal ARIMONT, Georges BACH

Proposal for a directive
Article 10

An SUP shall have its registered office and either its central administration or its principal place of business in the ~~Union~~same Member State.

Amendment 155 #

Proposal for a directive
Article 10

An SUP shall have its registered office and ~~either~~ its central administration or its principal place of business in the ~~Union~~same Union Member State.

Amendment 156 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 11

1. Member States shall require that the articles of association of the SUP shall cover at least the subject matters provided for in paragraph 2. 2. The uniform template of articles of association shall cover the questions of formation, shares, share capital, organisation, accounts and the dissolution of an SUP. It shall be made available by electronic means. 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 27.Article 11 deleted Uniform template of articles of association

Amendment 157 #

Proposal for a directive
Article 11

Uniform template of articles of 1. Member States shall require that the articles of association of the SUP shall cover at least the subject matters provided for in paragraph 2. 2. The uniform template of articles of association shall cover the questions of formation, shares, share capital, organisation, accounts and the dissolution of an SUP. It shall be made available by electronic means. 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 27.Article 11 deleted association

Amendment 158 #

Proposal for a directive
Article 11

Amendment 159 #

Proposal for a directive
Article 11 – paragraph 1

1. Member States shall require that the articles of association of the SUP shall cover ~~at least~~ the subject matters provided for in paragraph 2. Member States shall ensure online registration of an SUP with the uniform template of articles referred to in paragraphs (2) and (3).

Amendment 16 #

Proposal for a directive
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 schemes for financing the set-up of the new single- member companies with at least 1000 EUR.

Amendment 160 #

Proposal for a directive
Article 11 – paragraph 2 – subparagraph 1

Amendment 161 #

Proposal for a directive
Article 11 – paragraph 3

Amendment 162 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 12

Amendments to the articles of association 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. 2. The amended articles of association of the SUP shall cover at least the subject matters provided for in the uniform template referred to in Article 11(2).rticle 12 deleted

Amendment 163 #

Proposal for a directive
Article 12

Amendment 164 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 12

Amendment 165 #

Proposal for a directive
Article 13 – paragraph 1 – introductory part

1. Member States may ~~only~~, in addition to other information, require for the registration of an SUP the following information or documentation:

Amendment 166 #

Proposal for a directive
Article 13 – paragraph 1 – introductory part

1. Member States may additionally to other informationly require for the registration of an SUP the following information or documentation:

Amendment 167 #

Proposal for a directive
Article 13 – paragraph 1 – introductory part

1. Member States may additionally to other informationly require for the registration of an SUP the following information or documentation:

Amendment 168 #

Proposal for a directive
Article 13 – paragraph 1 – introductory part

1. In addition to the information contained in the articles of association, Member States may only require for the registration of an SUP the following information or documentation:

Amendment 169 #

Proposal for a directive
Article 13 – paragraph 1 – introductory part

(1) Member States m~~ay only~~ust at the minimum require for the registration of an SUP the following information or documentation:

Amendment 17 #

Anne SANDER

Proposal for a directive
Recital 7 a (new)

(7a) SME access to the internal market should be promoted to allow them to develop and contribute fully to the EU economy. To that end, solutions tailored to SMEs wishing to develop cross-border activities should be developed. It is important, however, to make clear that not all these companies wish to internationalise or supply goods and services in another Member State, and that EU legislation must not be detrimental to them.

Amendment 170 #

Marita ULVSKOG, Brando BENIFEI, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 13 – paragraph 1 – point b

(b) the address of the registered office, which has to be identical with the central administration ~~and/or~~being the principal place of business of the SUP and its single seat;

Amendment 171 #

Proposal for a directive
Article 13 – paragraph 1 – point b

(b) the address of the registered office, which has to be identical with the central administration ~~and/or~~being the principal place of business of the SUP and its single seat;

Amendment 172 #

Proposal for a directive
Article 13 – paragraph 1 – point b

(b) the address of the registered office, which has to be identical with the central administration ~~and/or~~being the principal place of business of the SUP and its single seat;

Amendment 173 #

Proposal for a directive
Article 13 – paragraph 1 – point d

(d) the names, the business addresses within the country, the addresses and any other information necessary to identify the founding member and, where applicable, the beneficial owner and a representative that registers the SUP on the member’s behalf;

Amendment 174 #

Proposal for a directive
Article 13 – paragraph 1 – point h

~~(h) the articles of association of the SUP;~~deleted

Amendment 175 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI

Proposal for a directive
Article 13 – paragraph 2

2. The Commission shall establish, by means of an implementing act, a template to be used for the registration of SUPs in the registers of companies of the Member States in accordance with paragraph 1. That implementing act shall be adopted in accordance with the examination procedure referred to in Article 27.deleted

Amendment 176 #

Proposal for a directive
Article 13 – paragraph 2

Amendment 177 #

Proposal for a directive
Article 13 – paragraph 2

Amendment 178 #

Marita ULVSKOG, Brando BENIFEI, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 14 – paragraph 1

1. An SUP shall be registered in the Member State in which it is to have its single seat and registered office.

Amendment 179 #

Proposal for a directive
Article 14 – paragraph 1

1. An SUP shall be registered in the Member State in which it is to have its single seat and registered office.

Amendment 18 #

Proposal for a directive
Recital 8

(8) The availability of a harmonised legal framework governing the formation of single-member companies, including the establishment 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.deleted

Amendment 180 #

Zdzisław KRASNODĘBSKI

Proposal for a directive
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 appear before any authority in the Member State of registration (on-line registration)~~before a notary.

Amendment 181 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 14 – paragraph 3

3. Member States ~~shall~~may 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 appear before any authority in the Member State of registration (on-line registration).

Amendment 182 #

Proposal for a directive
Article 14 – paragraph 3

Amendment 183 #

Proposal for a directive
Article 14 – paragraph 3

(3) Member States shall ensure that the registration procedure for newly incorporated SUPs may, inter alia, be completed electronically in its entirety without it being necessary for the founding member to appear before any authority in the Member State of registration (on-line registration). Member States shall impose stringent requirements regarding the genuineness of documents submitted on- line. The documents shall be submitted in a State-certified or officially certified form.

Amendment 184 #

Proposal for a directive
Article 14 – paragraph 4 – subparagraph 1 – introductory part

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 registration~~online registration with the following templates:

Amendment 185 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 14 – paragraph 4 – subparagraph 1 – introductory part

National on-line registration web-sites shall include links to the registration web- sites in other Member States. Member States shall ensure that, at the minimum, the following templates are used for on- line registration:

Amendment 186 #

Proposal for a directive
Article 14 – paragraph 4 – subparagraph 1 – point a

~~(a) the uniform template of articles of association referred to in Article 11, an~~deleted

Amendment 187 #

Proposal for a directive
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 than three working days from the receipt of~~when the competent authority has received all the necessary documentation ~~by the competent authority~~and checked that it is complete.

Amendment 188 #

Proposal for a directive
Article 14 – paragraph 4 – subparagraph 2

Amendment 189 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
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 than three working days from the receipt of all the necessary documentation by the competent authority. If they are justified reasons for doubting that documents are genuine, the authorities may impose an additional verification period of ten working days.

Amendment 19 #

Proposal for a directive
Recital 8

Amendment 190 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI

Proposal for a directive
Article 14 – paragraph 4 – subparagraph 2 a (new)

When registering an SUP, Member States shall verify the identity and the credibility of the founding member as well as compliance with the provisions of this directive, especially as regards scope, incorporation by a clearly identifiable natural person and single seat.

Amendment 191 #

Proposal for a directive
Article 14 – paragraph 4 a (new)

4a. On registration, Member States shall verify the identity of the founding member as well as compliance with the provisions of this directive, especially as regards scope, incorporation by a clearly identifiable natural person and single seat.

Amendment 192 #

Proposal for a directive
Article 14 – paragraph 4 a (new)

4a. On registration, Member States shall verify the identity of the founding members as well as compliance with the provisions of this directive, especially as regards scope, incorporation by a clearly identifiable natural person and single seat.

Amendment 193 #

Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1

Member States may lay down any additional rules for verifying 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 submitted to 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 of registration.

Amendment 194 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1

Amendment 195 #

Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1

Member States may lay down any additional rules for verifying the identity and the credibility 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 submitted to 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 of registration.

Amendment 196 #

Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1

Member States may lay down rules for verifying reliably the identity of the founding member, and any other person making the registration on the member's behalf, and the ~~acceptability~~genuineness of the documents and other information submitted to the registration body. Any identification document issued in another Member State by the authorities of that State or on their behalf, including identification documents issued electronically, shall be recognised and accepted for the purposes of the verification by the Member State of registration.

Amendment 197 #

Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1

Member States ~~may~~shall lay down rules for verifying 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 submitted to 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 of registration.

Amendment 198 #

Claude ROLIN, Ivo BELET, Pascal ARIMONT, Georges BACH

Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1

Member States ~~may~~shall lay down effective rules for verifying 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 submitted to 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 of registration.

Amendment 199 #

Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1

Member States may lay down rules for verifying 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 submitted to 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 of registrat(Does not affect English version.)

Amendment 2 #

Proposal for a directive
–

The European Parliament rejects the Commission proposal.

Amendment 20 #

Proposal for a directive
Recital 8

Amendment 200 #

Proposal for a directive
Article 14 – paragraph 5 – subparagraph 2

~~Where, for the purposes of the first subparagraph, it is necessary for Member States to have recourse to administrative cooperation between them, they shall apply Regulation (EU) No 1024/2012.~~deleted

Amendment 201 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 14 – paragraph 6

6. Member States shall not make the registration of an SUP conditional on obtaining any licence or authorisation. 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.deleted

Amendment 202 #

Proposal for a directive
Article 14 – paragraph 6

Amendment 203 #

Proposal for a directive
Article 14 – paragraph 6

Amendment 204 #

Proposal for a directive
Article 14 – paragraph 6

6. Member States shall not make the registration of an SUP conditional on obtaining any licence or authorisation. Th~~e registrat~~is 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 license or authorisations. These activities shall be dlis~~clos~~ted in ~~the relevant register of companies immediately after~~national on-line registration websites.

Amendment 205 #

Proposal for a directive
Article 15 – paragraph 3 – subparagraph 1

Where in accordance with the applicable national law, a single share of an SUP is owned by more than one person, those persons shall be regarded as one member in relation to the SUP. They shall exercise their rights through one representative and shall notify the management body of the SUP, without undue delay, of the name of that representative and any change thereto. Until such notification, the exercise of their rights in the SUP shall be suspended. The owners of the single share shall be jointly and severally liable for the commitments made by the representative.deleted

Amendment 206 #

Claude ROLIN, Ivo BELET, Pascal ARIMONT, Georges BACH

Proposal for a directive
Article 16 – paragraph 1

1. The share capital of an SUP shall be at least EUR 1. In Member States in which the euro is not the national currency, the share capital shall be at least equivalent to one unit of that Member States’ currency.deleted

Amendment 207 #

Proposal for a directive
Article 16 – paragraph 1

1. The share capital of an SUP shall be at least EUR 13000. In Member States in which the euro is not the national currency, the share capital shall be at least equivalent to ~~one unit~~the same sum of that Member States’ currency.

Amendment 208 #

Marita ULVSKOG, Brando BENIFEI, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 16 – paragraph 1

1. The share capital of an SUP shall be at least EUR 1000. In Member States in which the euro is not the national currency, the share capital shall be at least equivalent to one unit of that Member States’ currency.

Amendment 209 #

Proposal for a directive
Article 16 – paragraph 1

Amendment 21 #

Proposal for a directive
Recital 8

Amendment 210 #

Proposal for a directive
Article 16 – paragraph 1

1. The share capital of an SUP shall be at least EUR 1000 EUR. In Member States in which the euro is not the national currency, the share capital shall be at least equivalent to one unit of that Member States’ currency.

Amendment 211 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 16 – paragraph 3

~~3. Member States shall not impose any maximum value on the single share.~~deleted

Amendment 212 #

Proposal for a directive
Article 16 – paragraph 3

~~3. Member States shall not impose any maximum value on the single share.~~deleted

Amendment 213 #

Proposal for a directive
Article 16 – paragraph 3

~~3. Member States shall not impose any maximum value on the single share.~~deleted

Amendment 214 #

Claude ROLIN, Ivo BELET, Pascal ARIMONT, Georges BACH

Proposal for a directive
Article 16 – paragraph 4

4. Member States shall ensure that the SUP is ~~not subject to rules requiring the company to build up legal reserves. Member States shall allow companies to build reserves in accordance with their articles of association~~required to build up legal reserves in accordance with the applicable national rules.

Amendment 215 #

Proposal for a directive
Article 16 – paragraph 4

(4) Member States shall ensure that the SUP is ~~not~~ subject to rules requiring the company to build up legal reserves. These shall amount to at least one quarter of the annual surplus. Member States shall ~~allow~~require companies to ~~build~~accumulate reserves in accordance with their articles of association. If the company increases its share capital in such a way that it attains or exceeds a minimum capital requirement of EUR 25 000, the requirement to form reserves shall lapse.

Amendment 216 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 16 – paragraph 4

4. Member States ~~shall~~may ensure that the SUP ~~is not~~can be made subject to rules requiring the company to build up legal reserves. Member States shall allow companies to build reserves in accordance with their articles of association.

Amendment 217 #

Proposal for a directive
Article 16 – paragraph 4

Amendment 218 #

Proposal for a directive
Article 16 – paragraph 4

Amendment 219 #

Proposal for a directive
Article 16 – paragraph 4

(4) Member States ~~shall ensure that the SUP is not subject to rules~~may requir~~ing~~e the company to build up legal reserves. Member States shall allow companies to build reserves in accordance with their articles of association.

Amendment 22 #

Proposal for a directive
Recital 8

(8) The availability of a harmonised legal framework governing the formation of single-member companies, including the establishment of a uniform template for the articles of association should, on the basis of a careful assessment and weighing-up of the benefits and risks, 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, provided that comprehensive measures are taken to prevent tax, liability, wage and social dumping.

Amendment 220 #

Proposal for a directive
Article 16 – paragraph 4

4. Member States shall ensure that the SUP is not subject to rules requiring the company to build up legal reserves. Member States shall allow companies to build reserves in accordance with their articles of associat(Does not affect English version.)

Amendment 221 #

Proposal for a directive
Article 16 – paragraph 5

Amendment 222 #

Proposal for a directive
Article 16 – paragraph 5

(5) Member States ~~shall~~may require letter and order forms whether in paper form or in any other medium, to state the capital subscribed and paid up~~. If the company has a websi~~ and, if a website exists, may require this capital to be indicate,d th~~at information shall also be made available on it~~ere. The legal form, registered office, register of companies, registration number and directors shall be indicated in business correspondence.

Amendment 223 #

Proposal for a directive
Article 16 – paragraph 5

Amendment 224 #

Proposal for a directive
Article 17 – paragraph 2

(2) In case of on-line registration, the consideration shall be paid into the bank account of the SUP. The subsequent increase or decrease of share capital shall be allowed at least in cash ~~and in kind~~.

Amendment 225 #

Proposal for a directive
Article 18 – paragraph 1

1. AMember States shall ensure that an SUP may, on the basis of a recommendation from the management body, make a distribution to the single- member provided that it complies with paragraphs 2 and 3.

Amendment 226 #

Proposal for a directive
Article 18 – paragraph 2

(2) An SUP shall not make a distribution to the single-member if on the closing date of the last financial year the net assets as set out in the SUP's annual accounts are, or following such a distribution would become, lower than the amount of the share capital plus those reserves which may not be distributed under the articles of association of the SUP and the statutory accumulation reserve. The calculation shall be based on the most recently adopted balance sheet. Any change in the share capital or in the part of the reserves which may not be distributed occurring subsequently to the closing date of the financial year shall also be taken into account.

Amendment 227 #

Proposal for a directive
Article 18 – paragraph 3

(3) ~~The SUP shall not make a distribution to the single-member if it results in the SUP being unable to pay its debts as they become due and payable after distribution. T~~Member States may lay down, in accordance with national law, that those of the company’s assets which are required in order to preserve the share capital must not be paid out to the single- member. Alternatively, Member States may also require the management body ~~mus~~to certify in writing that, having made full inquiry into the affairs and prospects of the SUP, it has formed a reasonable opinion that the SUP will be able to pay its debts as they fall due in the normal course of business in the year following the date of the proposed distribution (a "solvency statement"). The solvency statement must be signed by the management body and a copy of it must be provided to the single member 15 days before the resolution on the distribution is adopted. The SUP shall not make a distribution to the single- member if as a result the SUP would no longer be able to service its debts as they become due and payable after distribution.

Amendment 228 #

Proposal for a directive
Article 18 – paragraph 3

(3) The SUP shall not make a distribution to the single-member if it results in the SUP being unable to pay its debts as they become due and payable after distribution and to maintain the statutory accumulation reserve. The management body must certify in writing that, having made full inquiry into the affairs and prospects of the SUP, it has formed a reasonable opinion that the SUP will be able to pay its debts as they fall due in the normal course of business in the year following the date of the proposed distribution (a "solvency statement"). The solvency statement must be signed by the management body and a copy of it must be provided to the single member 15 days before the resolution on the distribution is adopted.

Amendment 229 #

Proposal for a directive
Article 18 – paragraph 4

(4) The solvency statement shall be disclosed where Member States require one to be produced. If the company has a website, this information shall also be made available on it.

Amendment 23 #

Ivan JAKOVČIĆ

Proposal for a directive
Recital 8

Amendment 230 #

Proposal for a directive
Article 19

Amendment 231 #

Proposal for a directive
Article 20

~~Member States shall ensure that reductions of the share capital of an SUP that lead de facto to a distribution to the single-member comply with Article 18(2) and (3).~~Article 20 deleted Share capital reduction

Amendment 232 #

Proposal for a directive
Article 21 – paragraph 3

3. The single-member shall be allowed to take decisions without calling a general meeting. No formal restrictions shall be imposed by Member States on the power of the single member to take decisions, including as regards the place and the time at which such decisions may be taken.(Does not affect English version.)

Amendment 233 #

Proposal for a directive
Article 22 – paragraph 1 a (new)

1a. Regardless of the number of employees in the company, the employees shall have the right to information and consultation to the same extent as that which is specified in Directive 2002/14/EC of the European Parliament and of the Council.

Amendment 234 #

Proposal for a directive
Article 22 – paragraph 6 – subparagraph 1

A natural person who is disqualified by either the law or a judicial or administrative decision of the Member State of registration cannot serve as a director~~. I~~ and if the director has been disqualified by a judicial or administrative decision taken in another Member State and this decision remains in force, the decision must be disclosed upon registration in accordance with Article 13. ~~A Member State may refuse, as a matter of public policy, the registration of a company if a director is the subject of an outstanding disqualification in another Member State.~~

Amendment 235 #

Proposal for a directive
Article 22 – paragraph 6 a (new)

6a. A Member State may refuse, as a matter of public policy, the registration of a company if a director is the subject of an outstanding disqualification in another Member State. Where, for the purposes of this paragraph, Member States need to have recourse to administrative cooperation between them, they shall apply Regulation (EU) No 1024/2012.

Amendment 236 #

Zdzisław KRASNODĘBSKI

Proposal for a directive
Article 22 – paragraph 7 a (new)

7a. The separation of registered office and central administration must not under any circumstances lead to a reduction in existing labour standards in a given Member State. In the event of a labour dispute, the parties shall be able to choose the applicable law.

Amendment 237 #

Proposal for a directive
Article 25 – paragraph 1

1. Member States shall ensure that their national law ~~requires SUPs to be~~provides for SUPs being dissolved or transformed into another form of company if SUPs cease 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 238 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 26

~~Exercise of delegated powers 1. The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in this~~ Article. 2. The delegation of power referred to in Article 1(2) shall be conferred on the Commission for an indeterminate period of time. 3. The delegation of power referred to in Article 1(2) may be revoked at any time by the European Parliament or by the Council. A decision to revoke shall put an end to the delegation of the power specified in that decision. It shall take effect the day following the publication of the decision in the Official Journal of the European Union or at a later date specified therein. It shall not affect the validity of any delegated acts already in force. 4. As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council. 5. A delegated act adopted pursuant to Article 1(2) shall enter into force only if no objection has been expressed either by the European Parliament or the Council within a period of two months of notification of that act to the European Parliament and the Council or if, before the expiry of that period, the European Parliament and the Council have both informed the Commission that they will not object. That period shall be extended by two months at the initiative of the European Parliament or the Council.6 deleted

Amendment 239 #

Proposal for a directive
Article 26

~~1. The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in this~~ Article. 2. The delegation of power referred to in Article 1(2) shall be conferred on the Commission for an indeterminate period of time. 3. The delegation of power referred to in Article 1(2) may be revoked at any time by the European Parliament or by the Council. A decision to revoke shall put an end to the delegation of the power specified in that decision. It shall take effect the day following the publication of the decision in the Official Journal of the European Union or at a later date specified therein. It shall not affect the validity of any delegated acts already in force. 4. As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council. 5. A delegated act adopted pursuant to Article 1(2) shall enter into force only if no objection has been expressed either by the European Parliament or the Council within a period of two months of notification of that act to the European Parliament and the Council or if, before the expiry of that period, the European Parliament and the Council have both informed the Commission that they will not object. That period shall be extended by two months at the initiative of the European Parliament or the Council.6 deleted Exercise of delegated powers

Amendment 24 #

Proposal for a directive
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). The abbreviation ‘SUP’ should be followed by the standard abbreviation for the Member State on whose territory registration took place. The country identifier should be separated by a blank space from the abbreviation SUP (e.g. ‘SUP BE’). Member States should lay down national provisions stipulating that penalties must be imposed for breaches of this rule. The Commission should urge Member States to impose uniform penalties based on the most stringent in force.

Amendment 240 #

Proposal for a directive
Article 26

Amendment 241 #

Proposal for a directive
Article 28 – title

~~Penaltie~~Sanctions

Amendment 242 #

Proposal for a directive
Article 28 – paragraph 1

Amendment 243 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 29

1. Directive 2009/102/EC is repealed 24 months after the date of adoption of this Directive plus one day. 2. References to the repealed Directive shall be construed as references to this Directive and shall be read in accordance with the correlation table in Annex II.Article 29 deleted Repeal

Amendment 244 #

Proposal for a directive
Article 29

Amendment 245 #

Proposal for a directive
Article 29

Amendment 25 #

Proposal for a directive
Recital 10

(10) To respect Member States’ existing traditions of company law, flexibility should be afforded to them as regards the manner and extent to which they wish to apply harmonised rules governing the formation and operation of SUPs. Member States may apply Part 2 of this Directive to all single-member private limited liability companies so that all such companies would operate and be known as SUPs. Alternatively, they should provide for the establishment of an SUP as a separate company law form which would exist in parallel with other forms of single-member private limited liability company provided for in national law.

Amendment 26 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI

Proposal for a directive
Recital 10

(10) ~~To respect~~ Member States’ existing tradition~~s of~~ in company law, flexibility should be afforded to them as regards the manner and extent to which they wish to apply harmonised rules governing the formation and operation of SUPs. Member States may apply Part 2 of this Directive to all single-member private limited liability companies so that all such companies would operate and be known as SUPs. Alternatively, they should be fully respected by affording them the flexibility to govern company forms at national level and enforce related standards. To facilitate entrepreneurship for small and micro- enterprises, Member States should provide for the establishment of an SUP as a separate company law form which would exist in parallel with other forms of single- member private limited liability company provided for in national law.

Amendment 27 #

Proposal for a directive
Recital 10

(10) ~~To respect~~ Member States’ existing traditions ofin company law, flexibility should be afforded to them as regards the manner and extent to which they wish to apply harmonised rules governing the formation and operation of SUPs. Member States may apply Part 2 of this Directive to all single-member private limited liability companies so that all such companies would operate and be known as SUPs. Alternatively, they should be fully respected by affording them the flexibility to govern company forms at national level and enforce related standards. To facilitate entrepreneurship for small and micro- enterprises, Member States should provide for the establishment of an SUP as a separate company law form which would exist in parallel with other forms of single- member private limited liability company provided for in national law.

Amendment 28 #

Proposal for a directive
Recital 10

Amendment 29 #

Proposal for a directive
Recital 10 a (new)

(10a) Member States may apply Part 2 of this Directive to all single-member private limited liability companies so that all such companies would operate and be known as SUPs.

Amendment 3 #

Proposal for a directive
–

The European Parliament rejects the Commission proposal.

Amendment 30 #

Proposal for a directive
Recital 10 b (new)

(10b) Alternatively, they should provide for the establishment of an SUP as a separate company law form which would exist in parallel with other forms of single-member private limited liability company provided for in national law.

Amendment 31 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Recital 11

(11) To ensure that ~~the harmonised rules are applied as widely as possible, both natural and leg~~standards can be maintained and enforced, only natural persons should be entitled to form SUPs. For the same reason private limited liability companies that were not formed as SUPs should be able to benefit from the SUP framework if they choose to opt in to this legal framework. They should be able to be transformed into SUPs in accordance with applicable national law.

Amendment 32 #

Proposal for a directive
Recital 11

Amendment 33 #

Proposal for a directive
Recital 11

(11) To ensure that ~~the harmonised rules are applied as widely as possible, both natural and leg~~standards can be maintained and enforced, only natural persons should be entitled to form SUPs. For the same reason private limited liability companies that were not formed as SUPs should be able to benefit from the SUP framework if they choose to opt in this legal framework. They should be able to be transformed into SUPs in accordance with applicable national law.

Amendment 34 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Recital 12

Amendment 35 #

Proposal for a directive
Recital 12

Amendment 36 #

Proposal for a directive
Recital 12

Amendment 37 #

Proposal for a directive
Recital 12

(12) To enable business to enjoy the full benefits of the internal market, Member States should ~~not~~ require the registered office of an SUP and its central administration to be in the same Member State. The need to safeguard codetermination rights alone provides the justification for such a provision.

Amendment 38 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Recital 13

(13) ~~In order to make it easier and less costly to establish subsidiaries in other Member States, t~~The founders of SUPs shcould ~~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 [1]as a gateway to national on-line registration points. ~~It should, therefore, be possible to establish SUPs from distance and fully by electronic means.~~ __________________ 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 39 #

Proposal for a directive
Recital 13

(13) ~~In order to make it easier and less costly to establish subsidiaries in other Member States, t~~The founders of SUPs shcould ~~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.~~ __________________ 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 4 #

Proposal for a directive
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, unless they relate to contracts concluded under market conditions in the ordinary course of business.deleted

Amendment 40 #

Proposal for a directive
Recital 13

(13) ~~In order to make it easier and less costly to establish subsidiaries in other Member States, t~~The founders of SUPs shcould ~~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.~~ __________________ 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 41 #

Proposal for a directive
Recital 13

(13) In order to make it easier and less costly to establish subsidiaries in other Member States, the online registration of SUPs should be ensured. In such case, the payment of the consideration in cash should be required. 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.~~ __________________ 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 42 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
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 fully 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 e~~stablish SUPs from distance and fully by electronic means~~xploit the potential of new technologies and establish SUPs by electronic means. In the interests of consumer and creditor protection, the genuineness of the documents requested should be checked very carefully. The Commission should urge Member States to apply uniform standards based on the most stringent in force. __________________ 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 43 #

Anne SANDER

Proposal for a directive
Recital 13 a (new)

(13a) On-line registration should make it possible to reduce the costs involved in establishing a company abroad, and thereby promote cross-border economic activity by smaller entities, but it should not undermine national laws on identity controls for company founders and on employee protection.

Amendment 44 #

Proposal for a directive
Recital 15

(15) To ensure a high level of uniformity and on-line accessibility, the documents used to register SUPs should follow a uniform format available in all official languages of the Union. Each Member State may require registration to be completed in an official language of the Member State concerned, but are also encouraged to allow for registration in other official languages of the Union.deleted

Amendment 45 #

Proposal for a directive
Recital 15

Amendment 46 #

Proposal for a directive
Recital 15

Amendment 47 #

Proposal for a directive
Recital 15

(15) To ensure a high level of uniformity and on-line accessibility, the documents used to register SUPs should follow a uniform format available in all official languages of the Union. Each Member State ~~may~~shall require registration to be completed in an official language of the Member State concerned~~, but are also encouraged to allow for registration in other official languages of the Union~~.

Amendment 48 #

Proposal for a directive
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 Sta~~Member 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 49 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
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 State within three working days. Should reasonable doubts exist as to the genuineness of documents requested, national authorities should have the right to refuse registration for up to 10 further days, in order to give themselves time to assess the documents in question. 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.

Amendment 5 #

Proposal for a directive
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, unless they relate to contracts concluded under market conditions in the ordinary course of business.deleted

Amendment 50 #

Proposal for a directive
Recital 17

(17) Each Member State ~~should~~may designate a competent electronic registration point. To support the designated bodies in exchanging information about the identity of the founder, Member States may use the means provided for under Regulation (EU) No 1024/2012 of the European Parliament and of the Council22. __________________ 22 Regulation (EU) No 1024/2012 of the European Parliament and of the Council of 25 October 2012 on administrative cooperation through the Internal Market Information System and repealing Commission Decision 2008/49/EC ('the IMI Regulation') (OJ L 316, 14.11.2012, p. 1).

Amendment 51 #

Proposal for a directive
Recital 18

(18) Provisions concerning the establishment of single-member private limited companies ~~should~~must 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 52 #

Proposal for a directive
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~~. With a view to guaranteeing a uniformly high level of consumer and creditor protection, efforts should be made to ensure that all Member States apply stringent verification standards. Such standards should be based on those in force in the Member States which offer the highest levels of protection.

Amendment 53 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Recital 18

Amendment 54 #

Proposal for a directive
Recital 18

Amendment 55 #

Proposal for a directive
Recital 18

Amendment 56 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Recital 19

(19) The use of the template of articles of association should be required if the SUP is registered electronically. 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.deleted

Amendment 57 #

Proposal for a directive
Recital 19

Amendment 58 #

Proposal for a directive
Recital 19

Amendment 59 #

Proposal for a directive
Recital 19

Amendment 6 #

Proposal for a directive
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, unless they relate to contracts concluded under market conditions in the ordinary course of business.deleted

Amendment 60 #

Proposal for a directive
Recital 19

(19) The use of the template of articles of association should be required if the SUP is registered electronically. 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 f~~Further restrictions placed on the use of capital ~~by the single-member~~should be consistent with the subsidiarity principle, be similar in severity in all the Member States, and be based on the penalties imposed in the Member States which offer the highest levels of creditor and consumer protection.

Amendment 61 #

Proposal for a directive
Recital 19 a (new)

(19a) 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 62 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Recital 23

(23) In order to facilitate the operation of groups of companies, instructions issued by the single-member to the management body should be binding. Only where following such instructions would entail violating the national law of the Member State in which the company is registered, the management body should not follow them. With the exception of any provision in the articles of association which limit the company’s representation to all directors jointly, any other limitation of powers of the directors, following from the articles of association, should not be binding insofar as it concerns third parties.deleted

Amendment 63 #

Proposal for a directive
Recital 23

Amendment 64 #

Proposal for a directive
Recital 23

Amendment 65 #

Proposal for a directive
Recital 24

(24) The Member States should lay down rules on penalties applicable to the infringements of the provisions of this Directive and should ensure that they are implemented. Those penalties should be effective, proportionate and dissuasive. The severity of the penalties should be similar in all the Member States, based on the levels in the Member States which are the most stringent in this regard.

Amendment 66 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Recital 24 a (new)

(24a) No provision of this directive should be interpreted in such a way to favour tax elusion and tax evasion in Member States;

Amendment 67 #

Monika VANA, Laura AGEA

Proposal for a directive
Recital 25

(25) In order to reduce the administrative and legal costs associated with the formation of companies and to ensure a high level of consistency in the registration process across Member States, implementing powers to adopt the templates for registration and for the articles of association of an SUP should be conferred on the Commission. Those powers should be exercised in accordance with Regulation (EU) No 182/2011 of the European Parliament and of the Council23. __________________ 23 Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011 laying down the rules and general principles concerning mechanisms for control by Member States of the Commission’s exercise of implementing powers (OJ L 55, 28.2.2011, p. 13).deleted

Amendment 68 #

Proposal for a directive
Recital 25

(25) In order to reduce the administrative and legal costs associated with the formation of companies and to ensure a high level of consistency in the registration process across Member States, implementing powers to adopt the templates for registration and for the articles of association of an SUP should be conferred on the Commission. Those powers should be exercised in accordance with Regulation (EU) No 182/2011 of the European Parliament and of the Council23. __________________ 23Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011 laying down the rules and general principles concerning mechanisms for control by Member States of the Commission’s exercise of implementing powers (OJ L 55, 28.2.2011, p. 13).deleted

Amendment 69 #

Proposal for a directive
Recital 25

Amendment 7 #

Proposal for a directive
Recital 2

Amendment 70 #

Proposal for a directive
Recital 25

Amendment 71 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Recital 26

(26) In order to accommodate future changes to the laws of Member States and to Union legislation concerning company types, the power to adopt acts in accordance with Article 290 of the Treaty on the Functioning of the European Union should be delegated to the Commission to update the list of undertakings contained in Annex I. It is of particular importance that the Commission carry out appropriate consultations during its preparatory work, including at experts’ level. The Commission, when preparing and drawing-up delegated acts, should ensure a simultaneous, timely and appropriate transmission of relevant documents to the European Parliament and Council.deleted

Amendment 72 #

Proposal for a directive
Recital 26

Amendment 73 #

Proposal for a directive
Recital 26

Amendment 74 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Recital 28

(28) Since the objectives of this Directive, namely, to facilitate the establishment of single-member private limited liability companies, including SUPs cannot be sufficiently achieved by the Member States, but can rather, by reason of their scale and effects, be better achieved at Union level, the Union may adopt measures, in accordance with the principle of subsidiarity as set out in Article 5 of the Treaty on European Union. In accordance with the principle of proportionality, as set out in that Article, this Directive does not go beyond what is necessary to achieve those objectives.deleted

Amendment 75 #

Proposal for a directive
Recital 28

Amendment 76 #

Proposal for a directive
Recital 28

Amendment 77 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Recital 29

~~(29) Since substantial amendments are being made to Directive 2009/102/EC, in the interests of clarity and legal certainty that Directive should be repeal~~deleted.

Amendment 78 #

Proposal for a directive
Recital 29

~~(29) Since substantial amendments are being made to Directive 2009/102/EC, in the interests of clarity and legal certainty that Directive should be repeal~~deleted.

Amendment 79 #

Proposal for a directive
Recital 29

~~(29) Since substantial amendments are being made to Directive 2009/102/EC, in the interests of clarity and legal certainty that Directive should be repeal~~deleted.

Amendment 8 #

Proposal for a directive
Recital 3

Amendment 80 #

Proposal for a directive
Article 1 – paragraph 1 – introductory part

1. The coordination measures provided for in this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to: the types of company listed in Annex I. It is also relating to Societas Unius Personae (SUP) referred to in Article 6.

Amendment 81 #

Proposal for a directive
Article 1 – paragraph 1 – introductory part

1. ~~The coordination measures provided for in~~Part 1 of this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to:

Amendment 82 #

Proposal for a directive
Article 1 – paragraph 1 – point a

~~(a) the types of company listed in Annex I;~~deleted

Amendment 83 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 1 – paragraph 1 – point a

~~(a) the types of company listed in Annex I;~~deleted

Amendment 84 #

Proposal for a directive
Article 1 – paragraph 1 – point a

~~(a) the types of company listed in Annex I;~~deleted

Amendment 85 #

Proposal for a directive
Article 1 – paragraph 1 – point a

~~(a) the types of company listed in Annex I;~~deleted

Amendment 86 #

Proposal for a directive
Article 1 – paragraph 1 – point b

~~(b) Societas Unius Personae (SUP) referred to in Article 6.~~deleted

Amendment 87 #

Proposal for a directive
Article 1 – paragraph 1 – point b

(b) Societas Unius Personae (SUP) referred to in Article 6. On condition that the company is incorporated by a natural person, that the company does not exceed the limits defined in Article 3.1 of Directive 2013/34/EC and that it demonstrates that it is actively operating in at least two Member States or that it will do so within a year from registration.

Amendment 88 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 1 – paragraph 1 – point b

(b) Societas Unius Personae (SUP) referred to in Article 6. On condition that the company is incorporated by a natural person and the company does not exceed the limits defined in Article 3.1 of Directive 2013/34/EC

Amendment 89 #

Proposal for a directive
Article 1 – paragraph 1 – point b

(b) Societas Unius Personae (SUP) referred to in Article 6., on condition that the company is incorporated by a natural person and the company does not exceed the limits defined in Article 3.1 of Directive 2013/34/EC

Amendment 9 #

Proposal for a directive
Recital 3

(3) Establishing single-member limited liability companies as subsidiaries in other Member States entails substantial 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 make it difficult for EU businesses to set up a base in another Member State.

Amendment 90 #

Proposal for a directive
Article 1 – paragraph 1 – point b

(b) Societas Unius Personae (SUP) referred to in Article 6. on condition that the company is incorporated by a natural person and the company not exceed the limits defined in Article 3.1 of Directive 2013/34/EC

Amendment 91 #

Claude ROLIN, Ivo BELET, Pascal ARIMONT, Georges BACH

Proposal for a directive
Article 1 – paragraph 1 a (new)

1a. The form of Societas Unius Personae (SUP) referred to in Article 6 of this Directive shall only be authorised for micro or small undertakings within the meaning of Directive 2013/34/EU. Where a Societas Unius Personae no longer meets the criteria laid down therein, it should be converted into another legal form.

Amendment 92 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 1 – paragraph 2 – subparagraph 1

~~Member States shall inform the Commission within two months of any changes to the types of private limited companies provided for in their national law affecting the contents of Annex I.~~deleted

Amendment 93 #

Proposal for a directive
Article 1 – paragraph 2 – subparagraph 1

~~Member States shall inform the Commission within two months of any changes to the types of private limited companies provided for in their national law affecting the contents of Annex I.~~deleted

Amendment 94 #

Proposal for a directive
Article 1 – paragraph 2 – subparagraph 1

~~Member States shall inform the Commission within two months of any changes to the types of private limited companies provided for in their national law affecting the contents of Annex I.~~deleted

Amendment 95 #

Proposal for a directive
Article 1 – paragraph 2 – subparagraph 1

~~Member States shall inform the Commission within two months of any changes to the types of private limited companies provided for in their national law affecting the contents of Annex I.~~(Does not affect English version.)

Amendment 96 #

Marita ULVSKOG, Joachim SCHUSTER, Vilija BLINKEVIČIŪTĖ, Miapetra KUMPULA-NATRI, Sergio GUTIÉRREZ PRIETO, Georgi PIRINSKI

Proposal for a directive
Article 1 – paragraph 2 – subparagraph 2

~~In such a case the Commission shall be empowered to adapt, by means of~~ delegated ~~acts in accordance with Article 26, the list of companies contained in Annex I.~~

Amendment 97 #

Proposal for a directive
Article 1 – paragraph 2 – subparagraph 2

~~In such a case the Commission shall be empowered to adapt, by means of~~ delegated ~~acts in accordance with Article 26, the list of companies contained in Annex I.~~

Amendment 98 #

Proposal for a directive
Article 1 – paragraph 2 – subparagraph 2

~~In such a case the Commission shall be empowered to adapt, by means of~~ delegated ~~acts in accordance with Article 26, the list of companies contained in Annex I.~~

Amendment 99 #