EU rules in this area

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.

Company reporting and auditing complement this legal framework.

 

What the EU is doing

Company Law package

 

Preparatory work

The Commission invited external stakeholders to provide inputs to its public consultation. The results are accessible under the following link: 

 

The consultation addressed important gaps remaining in the area of law applicable to companies and aimed 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 was 6 August 2017. The responses were 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.

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 was 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. The proposal has been adopted on 14/06/2017 EUR-Lex Directive 2017/1132

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.

 

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.

 

Studies

Ernst and Young Study on the Cross-border Operations

The study provides a strong overview of the fragmentation across Member States in relation to cross-border conversions and divisions, the problems it creates for companies and stakeholders and statistical data that was relied on heavily in the Impact Assessment.

Optimity Study on the Impact of Digitalisation

This study presents a comparative analysis between paper and online processes of the following company operations: company registration; company dissolution; filing and disclosure of company information and merger processes and the impacts they have on legal certainty, socio-economic areas and illegal/fraudulent activities. The study is quite useful as it shows digitalisation is a safer option than paper registration and carries with it a number efficiency gains.

Everis Study on Digitalisation 

The study presents a good factual overview of the use of digital tools in company law, with the objective of measuring the benefits, constraints and challenges associated with such digitalisation.

Documents

  • Company law
    Notice to stakeholders21 November 2017Justice and Consumers

    Company law

    Brexit preparedness: Notice to stakeholders on company law.