14 Amendments of Andreas SCHWAB related to 2008/0130(CNS)
Amendment 32 #
Proposal for a regulation
Recital 3
Recital 3
(3) Sustainable and steady growth of the internal market requires a comprehensive body of business law tailored to the needs of small and medium-sized enterprises (SMEs). Since a private company (hereinafter “SPE”) which may be created throughout the Community is intended for small businesses, a legal form should be provided which is as uniform as possible throughout the Community and as many matters as possible should be left to the contractual freedom of shareholders, while a high level of legal certainty is ensured for shareholders, creditors, employees and third parties in general. Given that a high degree of flexibility and freedom is to be left to the shareholders to organise the internal affairs of the SPE, the private nature of the company should also be reflected by the fact that its shares may not be offered to the public or negotiated on the capital markets, including being admitted to trading or listed on regulated markets.
Amendment 33 #
Proposal for a regulation
Recital 4
Recital 4
(4) In order to enable businesses to reap the full benefits of the internal market, the SPE should be able to have its registered office and principal place of business in different Member States andUntil there is comprehensive body of European company law, the Statute of the SPE should refer to national law in regard to areas such as insolvency, employment, and tax. SMEs, in particular, need to know which law governs those areas. As a matter of clarity and transparency, the relevant law should be the law of the Member State of the SPE’s central administration and principal place of business. Business partners normally expect that all matters not yet covered by the SPE Statute are governed by the law of the Member State in which the SPE has its head office. Nonetheless, the SPE should be able to transfer its registered office from one Member State to another, with or without alsohen simultaneously transferring its central administration or principal place of business.
Amendment 34 #
Proposal for a regulation
Recital 8
Recital 8
(8) In order to reduce the costs and administrative burdens associated with company registration, the formalities for the registration of the SPE should be limited to those requirements which are necessary to ensure legal certainty and the validity of the documents filed upon the creation of a SPE should be subject to a single verification, which mayhas to take place either before or afterbefore registration. For the purposes of registration, it is appropriate to use the registries designated by First Council Directive 68/151/EEC of 9 March 1968 on the co-ordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Community.
Amendment 35 #
Proposal for a regulation
Article 2 – paragraph 1 – point b
Article 2 – paragraph 1 – point b
(b) ‘distribution’ means any financial benefit derived directly or indirectly from the SPE by a shareholder, in relation to the shares held by him, including any transfer of money or property, as well as the incurring of a debt, which is not balanced by a full claim to compensation or reimbursement;
Amendment 42 #
Proposal for a regulation
Article 10 – paragraph 2 – introductory part
Article 10 – paragraph 2 – introductory part
2. Member States shall not require anyonly the following particulars and documents to be supplied upon application for the registration of an SPE other than the following:
Amendment 46 #
Proposal for a regulation
Article 10 – paragraph 2 – point h a (new)
Article 10 – paragraph 2 – point h a (new)
(ha) the business objective.
Amendment 48 #
Proposal for a regulation
Article 11 – paragraph 2 – point b a (new)
Article 11 – paragraph 2 – point b a (new)
(ba) details of the members of the executive management body.
Amendment 54 #
Proposal for a regulation
Article 15 – paragraph 3
Article 15 – paragraph 3
3. The list of shareholders and any amendments thereto shall be keptestablished by the management body and may be inspected by the shareholders or third parties on requestshall be kept in the register. The shares shall be numbered.
Amendment 58 #
Proposal for a regulation
Article 18 – paragraph 1 – introductory part
Article 18 – paragraph 1 – introductory part
1. A shareholder shall have the right to withdraw from the SPE if the activities of the SPE are being or have been conducted in a manner which causes serious harm to the interests of the shareholder as a result, inter alia, of one or more of the following events:
Amendment 67 #
Proposal for a regulation
Article 25 – paragraph 2
Article 25 – paragraph 2
2. The management body shall be responsible for keeping the books of the SPE. The bookkeeping of the SPE shall be governed by the applicable national law.
Amendment 68 #
Proposal for a regulation
Article 26 – paragraph 1
Article 26 – paragraph 1
1. The SPE shall have a management body, which shall be responsible for the management of the SPE. The management body may exercise all the powers of the SPE not required by this Regulation or the articles of association to be exercised by the shareholders. The shareholders may limit the power of director(s) by resolution.
Amendment 69 #
Proposal for a regulation
Article 29 – paragraph 1 – subparagraph 1
Article 29 – paragraph 1 – subparagraph 1
1. Shareholders holding 510% of the voting rights attached to the shares of the SPE shall have the right to request the management body to submit a proposal for a resolution to the shareholders.
Amendment 70 #
Proposal for a regulation
Article 30 – paragraph 3
Article 30 – paragraph 3
3. A person who is disqualified under national law from serving as a director of a company by a judicial or administrative decision of a Member State may not become or serve as a director of an SPE. National rules relating to the disqualification of persons as directors shall be applicable.
Amendment 73 #
Proposal for a regulation
Article 47 a (new)
Article 47 a (new)
Article 47a The Commission shall submit a proposal for a comprehensive body of European company law no later than 31 December 2010.