BETA

41 Amendments of Paloma LÓPEZ BERMEJO related to 2014/0120(COD)

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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).

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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~~.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.~~

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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;

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

Proposal for a directive
Article 6 – paragraph 2

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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:

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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;

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

Proposal for a directive
Article 16 – paragraph 3

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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.

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL

Rina Ronja KARI, Paloma LÓPEZ BERMEJO

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

2015/05/18
Committee: EMPL