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EU company law

Formation, capital & disclosure requirements

The following EU company law directives lay down

  • general rules on setting up limited liability companies
  • capital and disclosure requirements.
  • Directive 2009/101/EC  covers the disclosure of company documents, the validity of obligations entered into by a company, and nullity. It applies to all public and private limited liability companies.It replaces Directive 68/151/EEC (the 1st Company Law Directive). The current consolidated version includes amendments introduced by Directive 2003/58/EC (now repealed) and Directive 2012/17/EU.
  • Directive 2012/30/EU  covers the formation of public limited liability companies and rules on maintaining and altering their capital. It sets the minimum capital requirement for EU public limited liability companies at EUR 25 000.It replaces Directive 77/91/EEC (the 2nd Company Law Directive). The consolidated version includes amendments introduced by Directive 2006/68/EC and Directive 2009/109/EC.
  • Directive 89/666/EEC  (the 11th Company Law Directive) introduces disclosure requirements for foreign branches of companies. It covers EU companies which set up branches in another EU country or companies from non-EU countries setting up branches in the EU.
  • Directive 2009/102/EC  (the 12th Company Law Directive) provides a framework for setting up a single-member company (in which all shares are held by a single shareholder). It covers private limited liability companies, but EU countries may decide to extend it to public limited liability companies. It replaces Directive 89/667/EEC.

The rules on formation, capital and disclosure requirements are complemented by accounting and financial reporting rules.

Listed companies must also meet certain transparency requirements.

Domestic mergers & divisions

  • Directive 2011/35/EU  deals with mergers between public limited liability companies in a single EU country. It covers protection for shareholders, creditors and employees.It replaces Directive 78/855/EEC (former 3rd Company Law Directive).
  • Directive 82/891/EEC  (the 6th Company Law Directive) deals with the division of public limited liability companies in a single EU country. It covers protection for shareholders, creditors and employees.

Business operations involving more than one country

  • Directive 89/666/EEC(the 11th Company Law Directive) introduces disclosure requirements for foreign branches of companies. It covers EU firms setting up branches in another EU country and non-EU firms setting up branches in the EU. It was amended by Directive 2012/17/EU.
  • Directive 2005/56/EC(the 10th Company Law Directive) sets out rules to facilitate mergers of limited liability companies involving more than one country (cross-border mergers). Undertakings for collective investments in transferable securities (UCITS) are not covered.

    In October 2013 the Commission published a studypdf(13 MB) Choose translations of the previous link  by Bech-Bruun and Lexidale on application of the Cross-Border Mergers Directive. The summarypdf(224 kB) of the consultation on cross-border mergers and divisions was published in October 2015.
  • Directive 2012/17/EUdeals with the interconnection of central, commercial and companies registers (business registers). It amended 3 company law directives - 89/666/EEC, 2005/56/EC and 2009/101/EC.

    In addition, the Commission implementing regulation (EU) 2015/884 sets out technical specifications and procedures required for the system of interconnection of business registers.

  • Transfer of limited liability companies' registered offices
    The Commission has been assessing the need for a 14th Company Law Directive on transferring companies' registered offices to a different EU country. The most recent consultation was held in early 2013.

EU legal entities

In April 2014 the European Commission presented:

Rules on European legal entities apply throughout the EU. They co-exist with national ones. Legislation includes the following:

Consult also a dedicated website on the European Company.

The Commission has put forward 2 other proposals for European legal bodies:

The Commission 2015 Work Programmepdf Choose translations of the previous link  included this proposal in the list of initiatives for withdrawal. The formal withdrawal was published in the Official Journal of the EU on 7 March 2015. 

In 2008 the Commission presented a draft European Private Company statute. The aim was to enable smaller businesses to operate EU-wide, cutting costs and encouraging growth in this area.

It was later decided to withdraw this proposal during the 2013 Regulatory Fitness and Performance (REFIT) programme: Results and next steps” (COM(2013)685pdf Choose translations of the previous link ). The formal withdrawal was published in the Official Journal of the EU on 21 May 2014.