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Company law and corporate governance

The purpose of EU rules in this area is to

  • enable businesses to be set up anywhere in the EU
  • provide protection for shareholders and other parties with a particular interest in companies
  • make business more efficient and competitive
  • encourage businesses based in different EU countries to cooperate with each other.

EU rules on accounting and reporting complement this legal framework.

Current developments

On 3 December 2015, the Commission adopted a proposal to codify and merge a number of existing company law Directives. The aim of this proposal is to make EU company law more reader-friendly and to reduce the risk of future inconsistencies. It does not involve any change to the substance of these Directives. The proposal follows the announcement made in the 2012 Action Plan on company law and corporate governance. It will be examined in the Council and the European Parliament according to an accelerated procedure for codification proposals.

In 2015 the Commission Directorate General Justice and Consumers initiated the "Digitalisation of Company Law" debate with internal and external stakeholders.

On 2 October 2015 the EU Justice and Consumers Commissioner Vera Jurova provided a keynote address to the Company Law in the Digital Age conference in Brussels.

Participants included Members of the European Parliament, EU Member States, and relevant national and international organisations.

Public consultation

The Commission invites external stakeholders to provide inputs to its consultation: EU Company law upgraded: Rules on digital solutions and efficient cross-border operations . The consultation addresses important gaps remaining in the area of law applicable to companies and aims to gather evidence and views on online tools throughout the companies' lifecycle including cross-border mobility (mergers, divisions, conversions). The deadline for the submission of inputs is 6 August 2017. The responses will be taken into account in the Commission’s impact assessment report in parallel with the results of external studies carried out for the Commission and other available information.

Informal Company Law Expert Group

The group assists the Commission in the preparation of new company law initiatives. The expertise of its members should help, in particular, to improve existing mechanisms for cross-border mergers and to develop initiatives on cross-border divisions and “groups of companies”. The Group's focus also included the digitalisation of  company law.

Action Plan

  • The European Commission's Action Plan on company law and corporate governance, adopted in December 2012, outlines several initiatives that could help create a modern legal framework for business, enabling shareholders to play a more active role and resulting in more sustainable companies.