28 Amendments of Thomas MANN related to 2014/0120(COD)
Amendment 10 #
Proposal for a directive
Recital 3
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 12 #
Proposal for a directive
Recital 5
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 15 #
Proposal for a directive
Recital 7
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 22 #
Proposal for a directive
Recital 8
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 24 #
Proposal for a directive
Recital 9
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 37 #
Proposal for a directive
Recital 12
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 42 #
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, 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 establish SUPs from distance and fully by electronic meansxploit 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 47 #
Proposal for a directive
Recital 15
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 mayshall 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 49 #
Proposal for a directive
Recital 16
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 52 #
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. 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 60 #
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 fFurther restrictions placed on the use of capital by the single-membershould 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 65 #
Proposal for a directive
Recital 24
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 70 #
Proposal for a directive
Recital 25
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)Member States should undertake to draw up implementing provisions for the adoption of the templates for registration and for the articles of association of an SUP which are uniformly stringent.
Amendment 117 #
Proposal for a directive
Article 7 – paragraph 2
Article 7 – paragraph 2
(2) Member States shall provide that the single-member shall not be liable for any amount exceeding the subscribup to the accumulated share capital.
Amendment 119 #
Proposal for a directive
Article 7 – paragraph 3
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 120 #
Proposal for a directive
Article 7 – paragraph 4
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 126 #
Proposal for a directive
Article 7 – paragraph 5
Article 7 – paragraph 5
(5) Member States shall provide that the SUP is set up for an unlimited period of time, unless providprovided that it conducts business activities in the Member State of registration and unless stipulated otherwise in the articles of association.
Amendment 155 #
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 Unionsame Union Member State.
Amendment 161 #
Proposal for a directive
Article 11 – paragraph 3
Article 11 – paragraph 3
Amendment 169 #
Proposal for a directive
Article 13 – paragraph 1 – introductory part
Article 13 – paragraph 1 – introductory part
(1) Member States may onlyust at the minimum require for the registration of an SUP the following information or documentation:
Amendment 183 #
Proposal for a directive
Article 14 – paragraph 3
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 185 #
Proposal for a directive
Article 14 – paragraph 4 – subparagraph 1 – introductory part
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 189 #
Proposal for a directive
Article 14 – paragraph 4 – subparagraph 2
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 215 #
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 the company to build up legal reserves. These shall amount to at least one quarter of the annual surplus. Member States shall allowrequire companies to buildaccumulate 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 224 #
Proposal for a directive
Article 17 – paragraph 2
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 226 #
Proposal for a directive
Article 18 – paragraph 2
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 228 #
Proposal for a directive
Article 18 – paragraph 3
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 231 #
Proposal for a directive
Article 20
Article 20