15 Amendments of Tomáš ZDECHOVSKÝ related to 2014/0120(COD)
Amendment 25 #
Proposal for a directive
Recital 10
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 29 #
Proposal for a directive
Recital 10 a (new)
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 30 #
Proposal for a directive
Recital 10 b (new)
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 59 #
Proposal for a directive
Recital 19
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.
Amendment 61 #
Proposal for a directive
Recital 19 a (new)
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 80 #
Proposal for a directive
Article 1 – paragraph 1 – introductory part
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 82 #
Proposal for a directive
Article 1 – paragraph 1 – point a
Article 1 – paragraph 1 – point a
Amendment 86 #
Proposal for a directive
Article 1 – paragraph 1 – point b
Article 1 – paragraph 1 – point b
Amendment 145 #
Proposal for a directive
Article 9 – paragraph 3 – introductory part
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
Article 9 – paragraph 3 – point a
Amendment 147 #
Proposal for a directive
Article 9 – paragraph 3 – point b
Article 9 – paragraph 3 – point b
Amendment 148 #
Proposal for a directive
Article 9 – paragraph 3 – point c
Article 9 – paragraph 3 – point c
Amendment 149 #
Proposal for a directive
Article 9 – paragraph 3 a (new)
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 234 #
Proposal for a directive
Article 22 – paragraph 6 – subparagraph 1
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)
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.