Company Law, Modernisation of Company Law and Enhancement of Corporate Governance, Companies’ capital

Companies’ capital
formation, maintenance and alteration

Recast of the second company law directive

04.12.2012 Directive 2012/30/EU of the European Parliament and of the Council of 25 October 2012 on coordination 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 54 of the Treaty on the Functioning of the European Union, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent Text with EEA relevance

Adoption of the amendment of the Second Company Law Directive

25.09.2006 Directive 2006/68/EC of the European Parliament and of the Council of 6 September 2006 amending Council Directive 77/91/EEC as regards the formation of public limited liability companies and the maintenance and alteration of their capital

Adoption of the European Parliament opinion on the amendment of the Second Company Law Directive

14.03.2006 Statement by Charlie McCREEVY, European Commissioner for Internal Market and Services

Proposal of Directive

  • Press release (29.10.2004)
  • Text of the proposal PDF - 60-262 KBČeštinaDanskDeutschEesti keelελληνικάEnglishEspañolFrançaisItalianoLatviešu valodaLietuviµ kalbaMagyarMaltiNederlandsPolskiPortuguêsSlovenčinaSlovenščinaSuomiSvenska
  • Detailed explanation PDFDeutschEnglishFrançais

Feasibility study on an alternative to the capital maintenance regime established by the Second Company Law Directive

In its May 2003 Action Plan on Modernising Company Law and Enhancement of Corporate Governance, the Commission proposed to carry out, as a medium term priority, a study on the feasibility of an alternative to the current capital maintenance regime established by the Second Company law Directive 77/91/EEC which applies to public limited liability companies in the EU. The study also examines in this context the impact of profit distribution of the new EU accounting regime.

The study commissioned in October 2006 was led by KPMG. The study provides a factual background on some of the main features of the legal capital regime established by the second Company Law Directive, notably:

  • the administrative costs of the present rules on capital formation and maintenance;
  • costs and benefits of solvency tests or other alternative methods to determine distributable dividends;
  • shareholders’ and creditors’ protection in alternative regimes;
  • implementation costs of an alternative regime (e.g. compliance costs required to companies to adjust to new requirements).

The study examines the situation in five Member States of the EU (namely France, Germany, Poland, Sweden and the United Kingdom) and 4 foreign jurisdictions (Australia, Canada, US – California and Delaware, and New Zealand). It also reviews four academic proposals for alternative regimes to the current capital maintenance rules.

  • Position of DG Internal Market and Services PDFEnglish
  • Study
    • Feasibility study on an alternative to the capital maintenance regime established by the Second Company Law Directive 77/91/EEC of 13 December 1976 and an examination of the impact on profit distribution of the new EU accounting regime - KPMG - January 2008 PDFEnglish
    • The Annexes:
      • Part 1 – Sample Methodology, Key Questionnaires, Legal Annexes, Capital maintenance rules for private companies  PDFEnglish
      • Part 2 – Legal Questionnaires, Cost Questionnaires PDFEnglish
         
  • 14 March 2006: 2nd publication of a call for tender

    Call for tender MARKT/2006/7/F

    'Feasibility study on alternative to capital maintenance regime as established by the Second Company Law Directive 77/91/EEC of 13.12.1976 and the examination of the implications of the new EU accounting regime on profit distribution'

    Time-limit for receipt of tenders: 25 April 2006
     

  • Call for tender MARKT/2005/13/F
    Feasibility study on alternative to capital maintenance regime as established by the Second Company Law Directive 77/91/EEC of 13.12.1976 and the examination of the implications of the new EU-accounting regime on profit distribution

Last update: 08.01.2013