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European organisational law

January 01, 1970

European organisational law is a part of European Union law, which concerns the formation, operation and insolvency of public bodies, partnerships, corporations and foundations in the entire European Union. There is no substantive European company law as such, although a host of minimum standards are applicable to companies throughout the European Union. All member states continue to operate separate companies acts, which are amended from time to time to comply with EU Directives and Regulations. There is, however, also the option of businesses to incorporate as a Societas Europaea (SE), which allows a company to operate across all member states.

History edit

Main articles: History of company law and History of the European Union

There have been, since the European Community was founded in 1957, a series of directives creating minimum standards for business across the European Union. A central aim restated in each Directive is to reduce the barriers to freedom of establishment of businesses in the European Union through a process of harmonising the basic laws. The object is that when laws are harmonised, business will not be deterred by different or more onerous laws, but at the same time harmonisation provides a basic level of protection for investors in each member state, none of which are forced into regulatory competition.

Types edit

Existing edit

Except for the EEIG which is an unlimited partnership, all of the following types have full EU/EEA-wide juridical personality.

Name (in Latin) Abbrev. English translation Established as a legal form Number of registrations[1] (2014) Comment
N/A EEIG European economic interest grouping 1985 several thousand e.g. ARTE
Societas Europaea SE European company 2004 2423
Societas cooperativa Europaea SCE European cooperative society 2006
N/A EGTC European grouping of territorial cooperation 2006 78
N/A ERIC European Research Infrastructure Consortium 2009 22
N/A Europarty European political party 2014 10 defined already in 2003, but a legal form in its own right only since 2014
N/A Eurofoundation European political foundation 2014 9 defined already in 2007, but a legal form in its own right only since 2014

Proposed edit

Name (in Latin) Abbrev. English translation Comment
Societas privata Europaea SPE European private company proposal withdrawn,
foreseen alternative: SUP
Societas unius personae SUP Sole proprietorship
Fundatio Europaea FE European foundation
N/A ME European mutual society
Associatio Europaea AE European association

European treaties edit

Main article: Regulatory competition

Harmonised fields of national law edit

Main articles: Harmonisation of law and Subsidiarity

Formations and civil law edit

  • First Company Law Directive 68/151/EEC, on co-ordination of safeguards (...) for the protection of the interests of members and others, repealed by 2009/101/EC. This concerns company registrations, transactional validity, the effect of ultra vires transactions, or transactions by improperly incorporated businesses. Now replaced by Directive 2017/1132
  • Eleventh Company Law Directive 89/666/EEC, on disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State
  • Twelfth Company Law Directive 89/667/EEC, on single-member private limited-liability companies, repealed by 2009/102/EC
  • Draft Fourteenth Company Law Directive, on cross-border transfer of the registered offices of limited liability companies

Corporate governance edit

Capital maintenance edit

Mergers and acquisitions edit

  • Third Company Law Directive 78/855/EEC, on mergers of public limited liability companies, repealed by 2011/35/EU
  • Sixth Company Law Directive 82/891/EEC, on division of public companies, amended by 2007/63/EC
  • Tenth Company Law Directive 2005/56/EC, on cross-border mergers of limited liability companies
  • Thirteenth Company Law Directive 2004/25/EC, on takeover bids
  • Merger Tax Directive 90/434/EEC, on the common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States, repealed by 2009/133/EC

Accounting and audit edit

  • Fourth Company Law Directive 78/660/EEC, on accounting standards, repealed by the EU Accounting Directive 2013/34/EU
  • Seventh Company Law Directive 83/349/EEC, on group accounts, repealed by the EU Accounting Directive 2013/34/EU
  • Eighth Company Law Directive 84/253/EEC, on the approval of persons responsible for carrying out the statutory audits of accounting document, repealed by 2006/43/EC, on statutory audits of annual accounts and consolidated accounts

Market regulation edit

See also edit

Notes edit

  1. ^ Societas Europaea registrations 16 October 2018 at the Wayback Machine seeurope-network.org

References edit

Books
  • S Grundmann, European Company Law (Intersentia 2006)
  • M Habersack and D Verse, Europäisches Gesellschaftsrecht (CH Beck 2011)
  • Lutter, M/Bayer, W/Schmidt, J, Europäisches Unternehmens- und Kapitalmarktrecht (De Gruyter 2017)
  • Jung, S/Krebs, P/Stiegler, S, Gesellschaftsrecht in Europa (Nomos 2019)
Articles
  • M Andenas, 'Free Movement of Companies' (2003) 119 LQR 221
  • P Dyrberg, 'Full Free Movement of Companies in the European Community at Last' [2003] ELR 528

External links edit

  • EU internal market page on company law
  • EU list of company law directives in force

January 01, 1970
european, organisational, part, european, union, which, concerns, formation, operation, insolvency, public, bodies, partnerships, corporations, foundations, entire, european, union, there, substantive, european, company, such, although, host, minimum, standard. European organisational law is a part of European Union law which concerns the formation operation and insolvency of public bodies partnerships corporations and foundations in the entire European Union There is no substantive European company law as such although a host of minimum standards are applicable to companies throughout the European Union All member states continue to operate separate companies acts which are amended from time to time to comply with EU Directives and Regulations There is however also the option of businesses to incorporate as a Societas Europaea SE which allows a company to operate across all member states Contents 1 History 2 Types 2 1 Existing 2 2 Proposed 3 European treaties 4 Harmonised fields of national law 4 1 Formations and civil law 4 2 Corporate governance 4 3 Capital maintenance 4 4 Mergers and acquisitions 4 5 Accounting and audit 4 6 Market regulation 5 See also 6 Notes 7 References 8 External linksHistory editMain articles History of company law and History of the European Union There have been since the European Community was founded in 1957 a series of directives creating minimum standards for business across the European Union A central aim restated in each Directive is to reduce the barriers to freedom of establishment of businesses in the European Union through a process of harmonising the basic laws The object is that when laws are harmonised business will not be deterred by different or more onerous laws but at the same time harmonisation provides a basic level of protection for investors in each member state none of which are forced into regulatory competition Types editExisting edit Except for the EEIG which is an unlimited partnership all of the following types have full EU EEA wide juridical personality Name in Latin Abbrev English translation Established as a legal form Number of registrations 1 2014 Comment N A EEIG European economic interest grouping 1985 several thousand e g ARTE Societas Europaea SE European company 2004 2423 Societas cooperativa Europaea SCE European cooperative society 2006 N A EGTC European grouping of territorial cooperation 2006 78 N A ERIC European Research Infrastructure Consortium 2009 22 N A Europarty European political party 2014 10 defined already in 2003 but a legal form in its own right only since 2014 N A Eurofoundation European political foundation 2014 9 defined already in 2007 but a legal form in its own right only since 2014 Proposed edit Name in Latin Abbrev English translation Comment Societas privata Europaea SPE European private company proposal withdrawn foreseen alternative SUP Societas unius personae SUP Sole proprietorship Fundatio Europaea FE European foundation N A ME European mutual society Associatio Europaea AE European associationEuropean treaties editMain article Regulatory competition Gebhard v Consiglio dell Ordine degli Avvocati e Procuratori di Milano 1995 ECR I 4165 C 55 94 Centros Ltd v Erhversus og Selkabssyrelsen 1999 ECR I 1459 C 212 97 Uberseering BV v Nordic Construction Company Baumanagement GmbH C 208 00 Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd 2003 ECR I 10155 C 167 01 Harmonised fields of national law editMain articles Harmonisation of law and Subsidiarity Formations and civil law edit First Company Law Directive 68 151 EEC on co ordination of safeguards for the protection of the interests of members and others repealed by 2009 101 EC This concerns company registrations transactional validity the effect of ultra vires transactions or transactions by improperly incorporated businesses Now replaced by Directive 2017 1132 Eleventh Company Law Directive 89 666 EEC on disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State Twelfth Company Law Directive 89 667 EEC on single member private limited liability companies repealed by 2009 102 EC Draft Fourteenth Company Law Directive on cross border transfer of the registered offices of limited liability companies Corporate governance edit Shareholder Rights Directive 2007 36 EC on the exercise of certain rights of shareholders in listed companies Draft Fifth Company Law Directive on the structure of public companies shareholder rights to determine director pay and codetermination Draft Ninth Company Law Directive on corporate groups Capital maintenance edit Second Company Law Directive 77 91 EEC on formation of public companies and the maintenance and alteration of capital updated by 2006 68 EC and 2009 109 EC repealed by 2012 30 EU Mergers and acquisitions edit Third Company Law Directive 78 855 EEC on mergers of public limited liability companies repealed by 2011 35 EU Sixth Company Law Directive 82 891 EEC on division of public companies amended by 2007 63 EC Tenth Company Law Directive 2005 56 EC on cross border mergers of limited liability companies Thirteenth Company Law Directive 2004 25 EC on takeover bids Merger Tax Directive 90 434 EEC on the common system of taxation applicable to mergers divisions transfers of assets and exchanges of shares concerning companies of different Member States repealed by 2009 133 EC Accounting and audit edit Fourth Company Law Directive 78 660 EEC on accounting standards repealed by the EU Accounting Directive 2013 34 EU Seventh Company Law Directive 83 349 EEC on group accounts repealed by the EU Accounting Directive 2013 34 EU Eighth Company Law Directive 84 253 EEC on the approval of persons responsible for carrying out the statutory audits of accounting document repealed by 2006 43 EC on statutory audits of annual accounts and consolidated accounts Market regulation edit Market Abuse Directive 2003 6 EC Transparency of Listed Companies Directive 2004 109 ECSee also editUK company law European Union shipping law German company law US corporate law List of company registers Swiss referendum against corporate Rip offs of 2013Notes edit Societas Europaea registrations Archived 16 October 2018 at the Wayback Machine seeurope network orgReferences editBooks S Grundmann European Company Law Intersentia 2006 M Habersack and D Verse Europaisches Gesellschaftsrecht CH Beck 2011 Lutter M Bayer W Schmidt J Europaisches Unternehmens und Kapitalmarktrecht De Gruyter 2017 Jung S Krebs P Stiegler S Gesellschaftsrecht in Europa Nomos 2019 Articles M Andenas Free Movement of Companies 2003 119 LQR 221 P Dyrberg Full Free Movement of Companies in the European Community at Last 2003 ELR 528External links editEU internal market page on company law EU list of company law directives in force Retrieved from https en wikipedia org w index php title European organisational law amp oldid 1214740454, wikipedia, wiki, book, books, library,

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