56 Amendments of Sergio GUTIÉRREZ PRIETO related to 2014/0120(COD)
Amendment 1 #
Proposal for a directive
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The European Parliament rejects the Commission proposal.
Amendment 5 #
Proposal for a directive
Recital 2
Recital 2
Amendment 19 #
Proposal for a directive
Recital 8
Recital 8
Amendment 32 #
Proposal for a directive
Recital 11
Recital 11
(11) To ensure that the harmonised rules are applied as widely as possible, both natural and legstandards 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 35 #
Proposal for a directive
Recital 12
Recital 12
Amendment 39 #
Proposal for a directive
Recital 13
Recital 13
(13) In order to make it easier and less costly to establish subsidiaries in other Member States, tThe 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 44 #
Proposal for a directive
Recital 15
Recital 15
Amendment 54 #
Proposal for a directive
Recital 18
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.
Amendment 57 #
Proposal for a directive
Recital 19
Recital 19
Amendment 63 #
Proposal for a directive
Recital 23
Recital 23
Amendment 68 #
Proposal for a directive
Recital 25
Recital 25
Amendment 72 #
Proposal for a directive
Recital 26
Recital 26
Amendment 75 #
Proposal for a directive
Recital 28
Recital 28
Amendment 78 #
Proposal for a directive
Recital 29
Recital 29
Amendment 84 #
Proposal for a directive
Article 1 – paragraph 1 – point a
Article 1 – paragraph 1 – point a
Amendment 89 #
Proposal for a directive
Article 1 – paragraph 1 – point b
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 93 #
Proposal for a directive
Article 1 – paragraph 2 – subparagraph 1
Article 1 – paragraph 2 – subparagraph 1
Amendment 97 #
Proposal for a directive
Article 1 – paragraph 2 – subparagraph 2
Article 1 – paragraph 2 – subparagraph 2
Amendment 100 #
Proposal for a directive
Article 1 – paragraph 3
Article 1 – paragraph 3
Amendment 104 #
Proposal for a directive
Article 2 – paragraph 1 – point 1
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 112 #
Proposal for a directive
Article 6 – paragraph 2
Article 6 – paragraph 2
Amendment 115 #
Proposal for a directive
Article 7 – paragraph 2
Article 7 – paragraph 2
Amendment 116 #
Proposal for a directive
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–
The European Parliament rejects the Commission proposal.
Amendment 124 #
Proposal for a directive
Article 7 – paragraph 4 a (new)
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 129 #
Proposal for a directive
Article 7 – paragraph 5 a (new)
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 131 #
Proposal for a directive
Article 7 – paragraph 5 b (new)
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
Recital 12
Recital 12
(12) To enable business to enjoy the full benefits ofguarantee fair competition in the internal market, Member States should not require the registered office of an SUP and its central administration to be in the same Member Stateat 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 135 #
Proposal for a directive
Article 8
Article 8
An SUP may be incorporated by a natural or legal personperson at a single seat on condition that a share capital of at least 1000 EUR is provided for.
Amendment 140 #
Proposal for a directive
Article 9 – paragraph 1
Article 9 – paragraph 1
Amendment 142 #
Proposal for a directive
Recital 20
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 #
Proposal for a directive
Article 9 – paragraph 3
Article 9 – paragraph 3
Amendment 143 #
Proposal for a directive
Recital 23 a (new)
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 146 #
Proposal for a directive
Article 1 – paragraph 1 – point a a (new)
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 151 #
Proposal for a directive
Article 10
Article 10
An SUP shall have its registered office and either its central administration or its principal place of business in the Unionin 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 152 #
Proposal for a directive
Article 3 – paragraph 1
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 157 #
Proposal for a directive
Article 11
Article 11
Amendment 163 #
Proposal for a directive
Article 12
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 165 #
Proposal for a directive
Article 13 – paragraph 1 – introductory part
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 10 – title
Article 10 – title
Seat of the SUP
Amendment 169 #
Proposal for a directive
Article 10
Article 10
Amendment 171 #
Proposal for a directive
Article 13 – paragraph 1 – point b
Article 13 – paragraph 1 – point b
(b) the address of the registered office, which has to be identical with the central administration and/orbeing the principal place of business of the SUP and its single seat;
Amendment 179 #
Proposal for a directive
Article 14 – paragraph 1
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 182 #
Proposal for a directive
Article 14 – paragraph 3
Article 14 – paragraph 3
3. Member States shallmay 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 186 #
Proposal for a directive
Article 14 – paragraph 4 – subparagraph 1 – point a
Article 14 – paragraph 4 – subparagraph 1 – point a
Amendment 193 #
Proposal for a directive
Article 14 – paragraph 1
Article 14 – paragraph 1
Amendment 195 #
Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1
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 202 #
Proposal for a directive
Article 14 – paragraph 6
Article 14 – paragraph 6
Amendment 209 #
Proposal for a directive
Article 16 – paragraph 1
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 210 #
Proposal for a directive
Article 14 – paragraph 5 – subparagraph 1
Article 14 – paragraph 5 – subparagraph 1
5. Member States may lay down rules for verifying the identity of the founding member, and any other person makingThe process of online registration and, where applicable, verification of identification of the founding member, of the representative theat registration on the member's behalf, and the acceptability of the documentsers the single- member private limited liability company on the founding member's behalf and of ther 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 recognisedof 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 accepted for the purposes of the verification by the Member State ofability of the documents and other information submitted to the registration body.
Amendment 212 #
Proposal for a directive
Article 16 – paragraph 3
Article 16 – paragraph 3
Amendment 215 #
Proposal for a directive
Article 14 – paragraph 6 a (new)
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 217 #
Proposal for a directive
Article 16 – paragraph 4
Article 16 – paragraph 4
4. Member States shallmay ensure that the SUP is notcan 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 223 #
Proposal for a directive
Article 16 – paragraph 4
Article 16 – paragraph 4
4. Member States shall ensure that the SUP is not subject to rules requiring therequire single- member companyies to build up legal reserves. Member States shall allow companies to build reserves in accordance with their articles of associationThe 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 239 #
Proposal for a directive
Article 26
Article 26
Amendment 241 #
Proposal for a directive
Article 25 a (new)
Article 25 a (new)
Amendment 244 #
Proposal for a directive
Article 29
Article 29