BETA


2020/0073(APP) Temporary measures concerning the general meetings of European companies (SE) and of European Cooperative Societies (SCE)

Progress: Procedure completed

RoleCommitteeRapporteurShadows
Lead JURI
Lead committee dossier:
Legal Basis:
RoP 163, TFEU 352-p1sub1

Events

2020/05/27
   Final act published in Official Journal
2020/05/25
   EP/CSL - Act adopted by Council after consultation of Parliament
2020/05/14
   EP - Decision by Parliament, 1st reading/single reading
Details

The European Parliament adopted by 657 votes to 30, with 6 abstentions, a legislative resolution on the draft Council Regulation establishing temporary measures concerning the general meetings of European companies (SEs) and of European Cooperative Societies (SCEs).

Parliament gave its consent to the draft Council Regulation.

The proposed Regulation would allow European Companies (SEs) and European Cooperative Societies (SCEs) to hold their general meeting within twelve months of the end of the financial year, provided that it takes place no later than 31 December 2020.

As this derogation from the requirements of Council Regulation (EC) No 2157/2001 on European Companies (SEs) and Council Regulation (EC) No 1435/2003 on European Cooperative Societies (SCEs) is a temporary measure due to the exceptional circumstances caused by the COVID-19 outbreak, it shall only apply to general meetings to be held in 2020.

Documents
2020/05/13
   EP - Committee referral announced in Parliament, 1st reading/single reading
2020/05/11
   EC - Legislative proposal published
Details

PURPOSE: to provide a temporary emergency solution for European Companies (SEs) and European Cooperative Societies (SCEs) enabling them to derogate from the provisions of the legislation in force concerning the timing of the holding of general meetings in the context of the Covid-19 pandemic.

PROPOSED ACT: Council Regulation.

ROLE OF THE EUROPEAN PARLIAMENT: the Council may adopt the act only if the European Parliament has approved it.

BACKGROUND: the unprecedented measures put in place by Member States to contain the spread of COVID-19, in particular measures concerning confinement and social distancing of persons, may prevent companies and cooperative societies from complying with their legal obligations under national and Union company law, in particular, by making it considerably difficult for them to hold general meetings.

At EU level, European Companies (SEs) are regulated by Council Regulation (EC) No 2157/2001 and European Cooperative Societies (SCEs) are regulated by Council Regulation (EC) No 1435/2003 . Both Regulations require a general meeting to be held within six months of the end of the financial year. In view of the current exceptional circumstances caused by the COVID-19 pandemic, a temporary derogation from this requirement should be granted.

Many Member States have already allowed the use of digital tools and processes for holding general meetings and have extended the deadlines for holding general meetings in 2020.

CONTENT: the holding of the general meeting is essential to ensure that legally binding or economically necessary decisions are taken in a timely manner.

Under the draft Council Regulation, SEs and SCEs should be allowed to hold their general meeting within 12 months of the end of the financial year, provided that it takes place no later than 31 December 2020. As this derogation is a temporary measure due to the exceptional circumstances caused by the COVID-19 pandemic, it should only apply to general meetings that are required to be held in 2020.

The proposed Regulation should enter into force as a matter of urgency.

Documents
2020/05/04
   EP - Decision by committee, without report
2020/04/29
   EC - Preparatory document
2020/04/29
   EP - Preparatory document

Documents

Votes

Demande d'application de la procédure d'urgence: Mesures temporaires concernant l’assemblée générale des sociétés européennes (SE) et des sociétés coopératives européennes (SEC) - C9-0133/2020 - 2020/0073(APP)

2020/05/13 Outcome: +: 649, -: 36, 0: 4
DE IT FR PL ES RO NL HU BE AT CZ BG SE PT EL SK FI LT DK LV HR SI EE MT LU IE CY
Total
90
75
78
50
57
33
29
21
21
19
21
17
21
21
20
14
14
11
13
8
10
8
7
6
6
13
6
icon: PPE PPE
184

Latvia PPE

2

Estonia PPE

For (1)

1

Malta PPE

2

Luxembourg PPE

2
2
icon: S&D S&D
142

Greece S&D

2

Lithuania S&D

2

Latvia S&D

2

Slovenia S&D

2

Estonia S&D

2

Luxembourg S&D

For (1)

1

Cyprus S&D

2
icon: Renew Renew
98

Italy Renew

For (1)

1

Hungary Renew

2

Austria Renew

For (1)

1

Slovakia Renew

2

Finland Renew

3

Lithuania Renew

2

Latvia Renew

For (1)

1

Croatia Renew

For (1)

1

Slovenia Renew

2

Estonia Renew

3

Luxembourg Renew

2

Ireland Renew

2
icon: ID ID
74

Netherlands ID

Against (1)

1
3

Czechia ID

For (1)

Abstain (1)

2

Finland ID

2

Denmark ID

For (1)

1

Estonia ID

For (1)

1
icon: Verts/ALE Verts/ALE
65

Spain Verts/ALE

2

Netherlands Verts/ALE

3

Belgium Verts/ALE

3

Austria Verts/ALE

3

Czechia Verts/ALE

3

Sweden Verts/ALE

3

Portugal Verts/ALE

1

Finland Verts/ALE

3

Lithuania Verts/ALE

2

Denmark Verts/ALE

2

Latvia Verts/ALE

1

Luxembourg Verts/ALE

For (1)

1

Ireland Verts/ALE

2
icon: ECR ECR
61

Germany ECR

For (1)

1

Bulgaria ECR

2

Greece ECR

1

Lithuania ECR

1

Latvia ECR

2

Croatia ECR

For (1)

1
icon: NI NI
26

Germany NI

Against (1)

2

Netherlands NI

Against (1)

1

Hungary NI

1

Greece NI

Abstain (1)

3

Slovakia NI

2

Croatia NI

Against (1)

1
icon: GUE/NGL GUE/NGL
39

Netherlands GUE/NGL

Against (1)

1

Belgium GUE/NGL

Against (1)

1

Czechia GUE/NGL

Against (1)

1

Sweden GUE/NGL

Against (1)

1

Portugal GUE/NGL

4

Finland GUE/NGL

Abstain (1)

1

Denmark GUE/NGL

Against (1)

1

Ireland GUE/NGL

4

Cyprus GUE/NGL

2

Vote final: Mesures temporaires concernant l’assemblée générale des sociétés européennes (SE) et des sociétés coopératives européennes (SEC) - C9-0133/2020 - 2020/0073(APP)

2020/05/14 Outcome: +: 657, -: 30, 0: 6
DE IT FR PL ES RO NL HU BE SE CZ AT BG EL SK FI PT LT DK HR LV SI IE EE MT LU CY
Total
92
75
78
51
58
33
27
21
21
21
21
19
17
21
14
14
21
11
13
11
8
8
13
7
6
6
6
icon: PPE PPE
185

Latvia PPE

2

Estonia PPE

For (1)

1

Malta PPE

2

Luxembourg PPE

2
2
icon: S&D S&D
141

Greece S&D

2

Lithuania S&D

2

Latvia S&D

2

Slovenia S&D

2

Estonia S&D

2

Luxembourg S&D

For (1)

1

Cyprus S&D

2
icon: Renew Renew
98

Italy Renew

For (1)

1

Hungary Renew

2

Austria Renew

For (1)

1

Slovakia Renew

2

Finland Renew

3

Lithuania Renew

2

Croatia Renew

For (1)

1

Latvia Renew

For (1)

1

Slovenia Renew

2

Ireland Renew

2

Estonia Renew

3

Luxembourg Renew

2
icon: ID ID
75

Czechia ID

2
3

Finland ID

2

Denmark ID

For (1)

1

Estonia ID

For (1)

1
icon: Verts/ALE Verts/ALE
66

Spain Verts/ALE

2

Netherlands Verts/ALE

3

Belgium Verts/ALE

3

Sweden Verts/ALE

3

Czechia Verts/ALE

3

Austria Verts/ALE

3

Finland Verts/ALE

3

Portugal Verts/ALE

1

Lithuania Verts/ALE

2

Denmark Verts/ALE

2

Latvia Verts/ALE

1

Ireland Verts/ALE

2

Luxembourg Verts/ALE

For (1)

1
icon: ECR ECR
62

Germany ECR

For (1)

1

Romania ECR

1

Bulgaria ECR

2

Greece ECR

1

Lithuania ECR

1

Croatia ECR

For (1)

1

Latvia ECR

2
icon: NI NI
28

Germany NI

Abstain (1)

2

Netherlands NI

Against (1)

1

Hungary NI

1

Slovakia NI

2

Croatia NI

Abstain (1)

1
icon: GUE/NGL GUE/NGL
38

Netherlands GUE/NGL

Against (1)

1

Belgium GUE/NGL

Abstain (1)

1

Sweden GUE/NGL

Against (1)

1

Czechia GUE/NGL

Against (1)

1

Finland GUE/NGL

Abstain (1)

1

Portugal GUE/NGL

4

Denmark GUE/NGL

Against (1)

1

Ireland GUE/NGL

4

Cyprus GUE/NGL

2

History

(these mark the time of scraping, not the official date of the change)

events/2/docs/0/url
Old
https://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=CELEX:[%SECTOR]2020[%DESCRIPTOR]07648:EN:NOT
New
http://register.consilium.europa.eu/content/out?lang=EN&typ=SET&i=ADV&RESULTSET=1&DOC_ID=7648%2F20&DOC_LANCD=EN&ROWSPP=25&NRROWS=500&ORDERBY=DOC_DATE+DESC
events/5
date
2020-05-25T00:00:00
type
Act adopted by Council after consultation of Parliament
body
EP/CSL
procedure/stage_reached
Old
Awaiting final decision
New
Procedure completed
docs/1
date
2020-05-14T00:00:00
docs
url: https://www.europarl.europa.eu/doceo/document/TA-9-2020-0122_EN.html title: T9-0122/2020
type
Text adopted by Parliament, 1st reading/single reading
body
EP
events/4/summary
  • The European Parliament adopted by 657 votes to 30, with 6 abstentions, a legislative resolution on the draft Council Regulation establishing temporary measures concerning the general meetings of European companies (SEs) and of European Cooperative Societies (SCEs).
  • Parliament gave its consent to the draft Council Regulation.
  • The proposed Regulation would allow European Companies (SEs) and European Cooperative Societies (SCEs) to hold their general meeting within twelve months of the end of the financial year, provided that it takes place no later than 31 December 2020.
  • As this derogation from the requirements of Council Regulation (EC) No 2157/2001 on European Companies (SEs) and Council Regulation (EC) No 1435/2003 on European Cooperative Societies (SCEs) is a temporary measure due to the exceptional circumstances caused by the COVID-19 outbreak, it shall only apply to general meetings to be held in 2020.
events/5
date
2020-05-27T00:00:00
type
Final act published in Official Journal
docs
procedure/final
title
Regulation 2020/699
url
https://eur-lex.europa.eu/smartapi/cgi/sga_doc?smartapi!celexplus!prod!CELEXnumdoc&lg=EN&numdoc=32020R0699
docs/1
date
2020-05-14T00:00:00
docs
url: https://www.europarl.europa.eu/doceo/document/TA-9-2020-0122_EN.html title: T9-0122/2020
type
Text adopted by Parliament, 1st reading/single reading
body
EP
events/1
date
2020-05-04T00:00:00
type
Decision by committee, without report
body
EP
events/3
date
2020-05-13T00:00:00
type
Committee referral announced in Parliament, 1st reading/single reading
body
EP
events/4
date
2020-05-14T00:00:00
type
Decision by Parliament, 1st reading/single reading
body
EP
docs
url: https://www.europarl.europa.eu/doceo/document/TA-9-2020-0122_EN.html title: T9-0122/2020
procedure/dossier_of_the_committee
  • JURI/9/02877
procedure/stage_reached
Old
Preparatory phase in Parliament
New
Awaiting final decision
docs/1
date
2020-05-11T00:00:00
docs
url: https://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=CELEX:[%SECTOR]2020[%DESCRIPTOR]07648:EN:NOT title: 07648/2020
type
Legislative proposal
body
CSL
events/1/summary
  • PURPOSE: to provide a temporary emergency solution for European Companies (SEs) and European Cooperative Societies (SCEs) enabling them to derogate from the provisions of the legislation in force concerning the timing of the holding of general meetings in the context of the Covid-19 pandemic.
  • PROPOSED ACT: Council Regulation.
  • ROLE OF THE EUROPEAN PARLIAMENT: the Council may adopt the act only if the European Parliament has approved it.
  • BACKGROUND: the unprecedented measures put in place by Member States to contain the spread of COVID-19, in particular measures concerning confinement and social distancing of persons, may prevent companies and cooperative societies from complying with their legal obligations under national and Union company law, in particular, by making it considerably difficult for them to hold general meetings.
  • At EU level, European Companies (SEs) are regulated by Council Regulation (EC) No 2157/2001 and European Cooperative Societies (SCEs) are regulated by Council Regulation (EC) No 1435/2003 . Both Regulations require a general meeting to be held within six months of the end of the financial year. In view of the current exceptional circumstances caused by the COVID-19 pandemic, a temporary derogation from this requirement should be granted.
  • Many Member States have already allowed the use of digital tools and processes for holding general meetings and have extended the deadlines for holding general meetings in 2020.
  • CONTENT: the holding of the general meeting is essential to ensure that legally binding or economically necessary decisions are taken in a timely manner.
  • Under the draft Council Regulation, SEs and SCEs should be allowed to hold their general meeting within 12 months of the end of the financial year, provided that it takes place no later than 31 December 2020. As this derogation is a temporary measure due to the exceptional circumstances caused by the COVID-19 pandemic, it should only apply to general meetings that are required to be held in 2020.
  • The proposed Regulation should enter into force as a matter of urgency.
docs/1/docs/0/url
Old
http://register.consilium.europa.eu/content/out?lang=EN&typ=SET&i=ADV&RESULTSET=1&DOC_ID=7648%2F20&DOC_LANCD=EN&ROWSPP=25&NRROWS=500&ORDERBY=DOC_DATE+DESC
New
https://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=CELEX:[%SECTOR]2020[%DESCRIPTOR]07648:EN:NOT
events/1/docs/0/url
Old
http://register.consilium.europa.eu/content/out?lang=EN&typ=SET&i=ADV&RESULTSET=1&DOC_ID=7648%2F20&DOC_LANCD=EN&ROWSPP=25&NRROWS=500&ORDERBY=DOC_DATE+DESC
New
https://eur-lex.europa.eu/LexUriServ/LexUriServ.do?uri=CELEX:[%SECTOR]2020[%DESCRIPTOR]07648:EN:NOT
forecasts
  • date: 2020-05-13T00:00:00 title: Vote in plenary scheduled
procedure/legal_basis/0
Rules of Procedure EP 163
docs/0/type
Old
Legislative proposal
New
Preparatory document
docs/1
date
2020-05-11T00:00:00
docs
url: http://register.consilium.europa.eu/content/out?lang=EN&typ=SET&i=ADV&RESULTSET=1&DOC_ID=7648%2F20&DOC_LANCD=EN&ROWSPP=25&NRROWS=500&ORDERBY=DOC_DATE+DESC title: 07648/2020
type
Legislative proposal
body
CSL
events/0
date
2020-04-29T00:00:00
type
Preparatory document
body
EP
docs
events/0
date
2020-04-29T00:00:00
type
Legislative proposal published
body
EC
docs
summary
events/1
date
2020-05-11T00:00:00
type
Legislative proposal published
body
EC
docs
url: http://register.consilium.europa.eu/content/out?lang=EN&typ=SET&i=ADV&RESULTSET=1&DOC_ID=7648%2F20&DOC_LANCD=EN&ROWSPP=25&NRROWS=500&ORDERBY=DOC_DATE+DESC title: 07648/2020
forecasts
  • date: 2020-05-13T00:00:00 title: Vote in plenary scheduled
events/0/summary
  • PURPOSE: to introduce temporary measures concerning the general meetings of European Companies (SE) and European Cooperative Societies (SCE) to help companies cope with the Covid-19 pandemic.
  • PROPOSED ACT: Council Regulation.
  • ROLE OF THE EUROPEAN PARLIAMENT: the Council may adopt the act only if the European Parliament has given its consent.
  • BACKGROUND: the unprecedented measures put in place by Member States to contain the spread of COVID-19, and in particular the measures to confine and socially distance people, may prevent companies and cooperative societies from complying with their legal obligations under national and Union company law, in particular by creating considerable difficulties for them to organise their general meetings.
  • At EU level, European Companies (SEs) are regulated by Council Regulation (EC) No 2157/2001 and European Cooperative Societies (SCEs) are regulated by Council Regulation (EC) No 1435/2003 . Both Regulations require in their respective Articles 54 that a general meeting is held within six months of the end of the financial year.
  • Having regard to the current exceptional circumstances a temporary derogation from that requirement should be granted.
  • This temporary derogation is necessary to allow SEs and SCEs to make the necessary preparations for the general meeting and to provide legal certainty as regards compliance with the obligations laid down in the SE and SCE Regulations.
  • As with the national emergency measures already adopted by Member States in respect of public limited liability companies or other companies or entities, Member States shall ensure that SEs and SCEs make use of digital tools and processes to ensure that the necessary decisions are taken.
  • CONTENT: the Commission proposes to introduce a temporary derogation to the deadline provided in Article 54 of the SE Regulation and Article 54 of the SCE Regulation in order to provide SEs and SCEs with the necessary flexibility to convene their general meetings within twelve months of the end of the financial year, and in any case no later than 31 December 2020.
  • Being a temporary measure due to Covid-19, the derogation shall only be applicable to the general meetings that are required to be held in 2020.