# EUR-Lex - 52014PC0212 - EN

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# 52014PC0212

**Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on single-member private limited liability companies /* COM/2014/0212 final - 2014/0120 (COD) */**

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EXPLANATORY MEMORANDUM

1.           CONTEXT OF THE PROPOSAL

Improving the business environment for all companies,
and in particular for SMEs, is one of the main priorities of the EU’s ten-year
growth strategy, Europe 2020[1] -making business easier and better. A number of actions relevant to
SMEs were set out in the Communication on “An Integrated Industrial Policy for
the Globalisation Era”[2], one of Europe 2020’s seven key flagship initiatives. The review of
the Small Business Act[3] and the Single Market Acts I[4]
and II[5] also included actions designed to improve access to finance and to
further reduce the costs of doing business in Europe.

Companies find it costly and difficult to
be active across borders and only a small number of SMEs invests abroad. The
reasons for this include the diversity of national legislations, in particular
differences in national company laws, and the lack of trust in foreign
companies among customers and business partners. In order to overcome the lack
of trust, companies often establish subsidiaries in other Member States. The
advantage of this being that they are able to provide customers with the brand
and reputation of the parent company, whilst also offering them the security of
dealing with a company which has the legal status of a national rather than
foreign company. Establishing a company abroad involves, among others, the
costs of meeting legal and administrative requirements in other countries,
which are frequently different to what companies are used to “in the home
country”. Those costs (including the additional necessary legal advice and
translation) are likely to be particularly high for groups of companies, since
any parent company, and particularly an SME parent, is presently faced with
different requirements for each country in which it wishes to establish a
subsidiary.

European small and medium-sized enterprises
(SMEs) - have an essential role to play in strengthening the EU economy.
However, they still face a number of obstacles, which hamper their full
development within the Internal Market, and therefore prevent them from making
their full potential contribution to the EU economy.

The European Commission aimed to address
these costs in its 2008 proposal for a European Private Company Statue (SPE).[6] This proposal was intended to offer SMEs an instrument facilitating
their cross-border activities, which would be simple, flexible and uniform in
all Member States. It was issued in a response to a number of calls from
businesses for the creation of a truly European form of a private limited
liability company. Despite strong support from the business community it has
not been, however, possible to find a compromise allowing for the unanimous
adoption of the Statute among Member States. The Commission decided that it
would withdraw the SPE proposal (the REFIT exercise[7])
and instead announced to come up with the proposal of an alternative measure
designed to address at least some of the problems addressed by the SPE. This approach is consistent with the 2012 Action Plan on European company
law and corporate governance[8], which reaffirmed the Commission’s commitment to launch other
initiatives, further to the SPE proposal, in order to enhance cross-border
opportunities for SMEs.

The overall objective of this proposal,
which provides an alternative approach to the SPE, is to make it easier for any
potential company founder, and in particular for SMEs, to set-up companies
abroad. This should encourage and foster more entrepreneurship and lead to more
growth, innovation and jobs in the EU.

The proposal would facilitate cross-border
activities of companies, by asking Member States to provide in their legal
systems for a national company law form that would follow the same rules in all
Member States and would have an EU-wide abbreviation - SUP (Societas Unius
Personae). It would be formed and operate in
compliance with the harmonised rules in all Member States which should diminish
set-up and operational costs. In particular, the costs could be reduced by the
harmonised registration procedure, a possibility of on-line registration with a
uniform template of articles of association and a low legal capital required for
the set-up. The creditors would be protected by the obligation imposed on the SUP
directors (and in some cases on the SUP single-member) to control
distributions. To enable businesses to reap the full benefits of the internal
market, Member States should not require that an SUP's registered office and
its central administration be necessarily located in the same Member State.

In parallel to this proposal, the
Commission is also carrying out related work aimed at improving legal certainty
for companies and more generally regarding the law applicable to them when
operating in other Member States, in line with the 2009 European Council’s
Stockholm Programme on an open and secure Europe serving and protecting
citizens[9].

This proposal, once adopted, will repeal
Directive 2009/102/EC and amend Regulation 1024/2012[10] in order to allow for the use of the Internal Market Information
System (IMI).

2.           CONSULTATIONS WITH
INTERESTED PARTIES AND IMPACT ASSESSMENT

The initiative builds on the research conducted
in the preparation of previous EU initiatives such as the 2008 SPE proposal and
on a number of relevant consultations and discussions which have taken place
subsequently to this proposal.

As a part of the reflection process on the
future of EU company law, in April 2011 the Reflection Group of company law
experts published a report with a number of recommendations.[11] The report called for increased efforts to simplify the legal
regime applicable to SMEs. It mentioned in particular the need to simplify the
formalities before a company can be established (e.g. registration, access to
electronic procedures). The report also proposed introducing a simplified
template for single-member companies across the EU, which would allow both
single shareholder start-ups and holding companies with wholly owned
subsidiaries to reduce transaction costs and avoid unnecessary formalities.

On the basis of this report, the Commission
launched a broad public consultation on the future of European company law in
February 2012. The conclusion included the opinions of interested parties on possible
measures to provide further support to European SMEs at EU level. Nearly 500
responses were received, from a wide range of stakeholders including public
authorities, trade unions, business federations, investors, academics and
individuals. A vast majority were in favour of Commission actions supporting
SMEs, but views differed as to the means to achieve it. The Commission has also
benefited from input from company law experts involved in the Reflection Group,
e.g. as regards advice on the key aspects of the potential future Directive on
single-member companies.

A more detailed on-line public consultation
on single-member companies was launched in June 2013[12], examining whether the harmonisation of national rules
on single-member companies could provide companies, and in particular SMEs,
with simpler and more flexible rules and reduce their costs. A total of 242
responses were received from a broad range of stakeholders including companies,
public authorities, trade unions, business federations, universities and individuals.
Of those respondents who expressed an opinion 62% of
respondents considered that the harmonisation of rules for single-member
private limited liability companies could facilitate cross-border activities of
SMEs; 64% considered that such an initiative should
include rules relating to on-line registration with a standardised registration
form throughout the EU.

On 13 September 2013, the Commission’s
Internal Market and Services Directorate-General met a number of EU business
representatives[13]. Most participants supported the initiative emphasising the
positive impact it could have on companies in the EU. However, they stressed
that this initiative should not be considered as a fully-fledged alternative to
the SPE and that the efforts towards the SPE should continue.

Other stakeholders, such as notaries, were also
generally supportive of the initiative, but raised a number of concerns relating
specifically to the security of on-line registration of companies and to the
need to guarantee the appropriate level of control over the procedure. In
addition, some stakeholders were of the opinion that the reduction of the minimum
capital requirement should be accompanied by appropriate measures e.g. a solvency
test or restrictions on the distribution of dividends.

The Impact Assessment carried out by the
Commission discards a number of options at the outset (most
notably, the introduction of a new supranational legal form; harmonisation of
company law related to establishment of subsidiaries with only SMEs as founders
or both in the form of public and private limited liability companies) due to their
infeasibility and/or a lack of support from stakeholders.

The options considered following the
assessment envisaged the creation of forms of national company law for
single-member private limited liability companies with harmonised conditions,
in particular in respect of the registration process and the minimum capital
requirement.

The chosen policy option, that would provide
for the possibility of on-line registration, with the standard template for the
articles of association, a minimum capital requirement of EUR 1, accompanied by
a balance sheet test and a solvency statement, was chosen. Compared to the
other policy options, it provides the best overall solution, as measured by its
effectiveness in achieving the objectives (in particular a reduction in costs
for companies), its efficiency and its level of coherence with EU policies.

The Impact Assessment Board adopted an
overall positive opinion on the Impact Assessment on 20 November 2013. The comments received from the Board resulted in the modification
of the sections regarding: the problem definition and problem tree, the size of
the market and the policy options and their impacts. In addition, the
description of the situation in Member States was converted into tables and the
summary of the results of the 2013 on-line consultation was added. In
particular, following the opinion of the Impact Assessment Board, the Impact
Assessment includes now the options on a minimum capital requirement and
creditors' protection as well as regarding on-line registration and the use of
the uniform template for the articles of association. Moreover, the size of the
market concerned is showed more prominently in the Impact Assessment: there are
around 21 million SMEs in the EU out of which approximately 12 million are
limited liability companies and around half of them (5,2 million) are
single-member private limited liability companies.

3.           LEGAL ELEMENTS OF THE
PROPOSAL

Legal basis, subsidiarity and
proportionality

The proposal is based on Article 50 of the Treaty on the Functioning of the European Union (TFEU)
which is the legal basis for the EU competence to act in the area of company
law. In particular, Article 50(2)(f) TFEU provides for
progressive abolition of restrictions on freedom of establishment as regards
the conditions for setting-up subsidiaries.

The draft proposal does not establish a new
supra-national legal form for the single member company but rather contributes to the progressive abolition of restrictions on freedom of
establishment as regards the conditions for setting up subsidiaries in the
territories of Member States. In principle, the objective of the draft proposal
could thus have been achieved through the independent adoption of identical
laws by the Member States. Under these circumstances, Article 50 provides a
sufficient legal basis for the proposal and recourse to Article 352 TFEU is not
necessary.

According to the principle of subsidiarity
the EU should act only where it can provide better results than intervention at
Member States’ level.

The solutions adopted so far by individual
Member States with regard to the reduction of set-up costs have not been so far
coordinated at EU level. Such coordination among Member States, which would aim
at introducing in national legal systems identical requirements for a
particular national company law form, although theoretically possible, also
appears unlikely in the near future. Instead, it is likely that individual
actions by Member States will continue to result in divergent outcomes, as
illustrated in detail by the Impact Assessment.

In particular, individual actions by Member
States, most often, focus on their specific national context and usually would
not seek to facilitate the cross-border establishments. For instance, a requirement
of a physical presence before the notary or any other authority of the Member State of registration, although not directly discriminatory, has a different impact
on residents and non-residents. The costs for foreign founders are likely to be
more significant than for domestic founders. Also, on-line registration
accessible in practice only to nationals or residents, which appears acceptable
in the national context, generates additional costs for foreign companies,
which are not incurred by domestic ones.

It appears, therefore, that without any
action at EU level only non-harmonised national solutions would be available
and SMEs would continue to face barriers making their expansion abroad more
difficult and the resulting costs would in particular affect foreign founders.
The simplification resulting from harmonised rules is theoretically possible to
be achieved by Member States acting individually, but it is highly unlikely. In
this context, the targeted EU intervention appears to comply with the principle
of subsidiarity.

As regards the principle of
proportionality, the EU action should be appropriate to achieve the objectives
of the policy pursued and should be limited to what is necessary to achieve
them. It is appropriate to harmonise the conditions of setting-up and operation
of single-member limited liability companies to achieve a higher cross-border participation
of SMEs in the Internal Market. This action should facilitate and encourage the
set-up of companies, and in particular lead to the increase of the number of
subsidiaries within the EU. It does not go beyond what is necessary to achieve
this objective, since it does not attempt to fully harmonise all aspects
related to the operation of single-member limited liability companies, but is limited
to those aspects which are the most important in the cross-border context.The new Directive, which repeals the existing Directive on
single-member companies, also ensures that the content
and form of the proposed EU action does not go beyond what is necessary and
proportionate in order to achieve the regulatory objective.

Detailed Explanation of the Proposal

Part 1: General rules for single-member private
limited liability Companies

The general rules for single-member private
limited liability companies apply to all companies listed in Annex I, including
the companies referred to in the second part of this Directive (Articles 1-5).
The Twelfth Council Company Law Directive 89/667/EEC,
which was codified by Directive 2009/102/EC,
has introduced a legal instrument allowing for the limitation of
liability of a company with a single-member throughout the EU. Furthermore, the
provisions of the first part of this Directive require disclosure of
information about a single-member company in a register accessible to the
public and regulate both decisions taken by the single member and contracts
between the single member and the company. If a Member State also grants public
limited liability companies the possibility of having a single shareholder, the
rules of the first part of the Directive apply to those companies as well.

Part 2: Specific rules for the Societas
Unius Personae (SUP)

Chapter 1: General provisions

The provisions of the second part of this
Directive apply to single-member private limited liability companies
established in the form of an SUP (Article 6).

Where a matter
is not covered by this Directive, relevant national law should apply.

Chapter 2: Formation of an SUP

The Directive restricts the possible ways
of founding an SUP to either establishing a company ex nihilo (founding
an entirely new company) or converting a company which already exists under
another company law form. Certain provisions for each of these two methods are
made in the Directive (Articles 8 and 9) and the process of forming an SUP is
also governed by national rules for private limited liability companies.

An SUP can be formed ex nihilo by
any natural or legal person, even if the latter is a single-member limited
liability company. Member States should not prevent
SUPs from being single-members in other companies.

Only private limited liability companies
listed in Annex I are allowed to form an SUP by conversion. A company which
converts to an SUP preserves its legal personality. The Directive refers to
national law with regard to conversion procedures.

According to this Directive, an SUP must have
its registered office and either its central administration or its principal
place of business in the EU (Article 10).

Chapter 3: Articles of association

The Directive provides for the standard
template for the articles of association, the use of which is obligatory in the
case of on-line registration. It further sets out the minimum content of the
template, as will be included in the implementing act to be adopted by the
Commission (Article 11).

The articles of association can be changed
after registration, but the changes must comply with the provisions of the Directive
and national law (Article 12).

Chapter 4: Registration of an SUP

Provisions relating to the registration
procedure form the main part of this Directive being a critical issue in
facilitating the establishment of subsidiaries in EU countries other than the
home country of the company. The Directive requires Member States to offer a
registration procedure that can be fully completed electronically at a distance
without requiring the need of a physical presence of the founder before the
authorities of Member State of registration. It must therefore also be possible
for all communication between the body responsible for registration and the
founder to be carried out electronically. The registration of the SUP must be
completed within three working days in order to allow companies to be formed
quickly (Article14).

Moreover, the
Directive contains an exhaustive list of documents and details which Member
States may require for the registration of an SUP. After registration, the SUP
may change the documents and details in accordance with the procedure specified
by national law (Article 13).

Chapter 5: Single share

As an SUP has only one shareholder, it is only
allowed to issue one share that cannot be split (Article 15).

Chapter 6: Share capital

The Directive prescribes that the share
capital shall be at least EUR 1, or at least one unit of the national currency in
  Member State in which this is not the euro. Member States should not impose
any maximum limits on the value of the single-share or the paid-up capital and
should not require an SUP to build legal reserves. However, the Directive
allows SUPs to build voluntary reserves (Article 16).

The Directive
also contains rules regarding distributions (e.g. dividends) to the
single-member of the SUP. A distribution may take place if the SUP satisfies a
balance-sheet test, demonstrating that after the distribution the remaining assets
of the SUP will be sufficient to fully cover its liabilities. In addition, a
solvency statement must be provided to the single-member by the management body
before any distribution is made. The inclusion of the two requirements in the
Directive ensures a high level of protection of creditors, which should help
the label ‘SUP’ to develop a good reputation (Article 18).

Chapter 7: Structure and operational
procedures of an SUP

The Directive covers the decision-making powers
of the single member, the workings of the management body and the
representation of the SUP in relation to third parties (Article 21).

In order to facilitate cross-border
activities of SMEs and other companies, the Directive grants the single-member
to right to take decisions without the need to organise a general meeting and
lists subjects that must be decided by the single member. The single-member
should be able to take other decisions than mentioned by this Directive,
including the delegation of its powers to the management body, if it is
permitted by national law.

Only natural persons can become directors
of SUPs, unless the law of the Member State of registration allows legal
persons to do so. The Directive includes certain provisions on the appointment
and removal of directors. The directors are responsible for managing the SUP,
and also represent the SUP in its dealings with third parties. It is envisaged
that the SUP may be an attractive model for groups of companies and the
Directive therefore allows the single-member to give instructions to the
management body. However, these instructions must comply with national laws
protecting the interest or of other parties (Article 22).

The SUP can be converted into another national
legal form. In case the requirements of this Directive are no longer fulfilled,
the SUP is required to either transform into another company law form or to
dissolve. If it fails to do so, national authorities must have the power to
dissolve the company (Article 25).

Part 3: Final provisions

The Directive requires the Member States to
lay down appropriate penalties for breaches of the Directive, of national law
or of the articles of association (Article 28). It also empowers the Commission
to adopt delegated and implementing acts.

In order to keep the list of company law
forms in Member States up-to-date, the Commission will propose an amendment to
Annex I, when necessary, through a delegated act, which will not require
reopening of the Directive and going through the legislative procedure (Article
1 (2). Also, it is proposed to delegate the power to adopt two implementing
acts to the Commission – with regard to the templates for registration and
articles of association (Articles 11 (3) and 13 (2)). The templates contained
in the implementing acts would be easier to adapt to changing business
environment than the ones adopted in the ordinary legislative procedure. In
drafting the templates, the Commission will be assisted by the Company Law
Committee.

The Directive repeals Directive 2009/102/EC
which is replaced by this Directive and amends Regulation 1024/2012[14] in order to allow for the
use of the Internal Market Information System (IMI) (Articles 29 and 30).

Member States must transpose the provisions
of this Directive no later than two years from the date of its adoption. In the
meantime, the Commission will adopt the necessary implementing acts. Member
States are invited to start the process of implementation immediately after the
entry into force of the Directive.

4.           EXPLANATORY DOCUMENTS

According to the Joint Political
Declaration of 27 October 2011, the European Commission should only request
explanatory documents if it can "justify on a case by case basis [...] the
need for, and the proportionality of, providing such documents, taking into
account, in particular and respectively, the complexity of the directive and of
its transposition, as well as the possible administrative burden".

The Commission considers that in this
particular case it is justified to ask Member States to provide it with explanatory
documents in view of the existing implementation challenges that arise, inter
alia, due to the considerable degree of variations in the ways in which company
law is regulated in Member States (e.g. in civil codes, company law codes and
companies acts).

Implementation measures will have a number
of effects at a national level, and will influence, for example national
company law, the registration procedure, communications between the body
responsible for registration and the founder, websites of the competent authorities
and on-line e-identification procedure. In particular, the provisions of the
second part of the Directive will most likely be transposed into several
national acts. This could particularly be the case in Member States with more
than one central business register.

In this context, the notification of
transposition measures will be essential to clarify the relationship between
the provisions of this Directive and national transposition measures, and
therefore to assess the conformity of national legislation with the Directive.

The simple notification of individual
transposition measures would not be self-explanatory and would not therefore allow
the Commission to ensure that all the EU legal provisions were faithfully and
fully implemented. The explanatory documents are necessary to gain a full
understanding of the way in which Member States are transposing the provisions
of the Directive into national law. Member States are encouraged to present the
explanatory documents in the form of easily readable tables showing how the
individual national measures adopted correspond to the provisions of the
Directive.

Given the above, the following recital is included
in the proposed Directive: "In accordance with the Joint Political
Declaration of Member States and the Commission on explanatory documents of 28
September 2011, Member States have undertaken to accompany, in justified cases,
the notification of their transposition measures with one or more documents
explaining the relationship between the components of a directive and the
corresponding parts of national transposition instruments. With regard to this
Directive, the legislator considers the transmission of such documents to be
justified".

2014/0120 (COD)

Proposal for a

DIRECTIVE OF THE EUROPEAN PARLIAMENT
AND OF THE COUNCIL

on single-member private limited liability
companies

(Text with EEA relevance)

THE EUROPEAN PARLIAMENT AND THE
COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty on the
Functioning of the European Union, and in particular Article 50 thereof,

Having regard to the proposal from the
European Commission,

After transmission of the draft legislative
act to the national Parliaments,

Having regard to the opinion of the
European Economic and Social Committee,

Acting in accordance with the ordinary
legislative procedure,

Whereas:

(1)       Directive 2009/102/EC of the European Parliament and of the Council
of 16 September 2009 in the area of company law on single-member
private limited-liability companies[15],
has made it possible for individual entrepreneurs to operate under limited liability
throughout the Union.

(2)       Part I of this Directive
takes over the provisions of Directive 2009/102/EC as regards all single-member
limited liability companies. It requires that in case all shares come to be
held by a single shareholder, its identity should be disclosed to the public by
the entry in the register. This Directive also provides that decisions taken by
the single shareholder exercising the power of the general meeting as well as
the contracts between the shareholder and the company should be recorded in
writing, unless they relate to contracts concluded under market conditions in
the ordinary course of business.

(3)       Establishing single-member
limited liability companies as subsidiaries in other Member States entails costs
due to the diverse legal and administrative requirements which must be met in
the Member States concerned. Such divergent requirements continue to exist
among Member States.

(4)       The Commission
Communication entitled "Integrated Industrial Policy for the Globalisation
Era - Putting Competitiveness and Sustainability at Centre Stage"[16] encourages the
creation, growth and internationalisation of small and medium-sized enterprises
(SMEs). This is important for the Union economy as SMEs account for two-thirds
of employment in the Union and offer significant potential for growth and for
the creation of jobs.

(5)       The improvement of the
business environment, especially for SMEs, by reducing transaction costs in Europe, promoting clusters and promoting the internationalisation of SMEs, were the key
elements of the initiative “Industrial policy for the globalisation era”
outlined in the Commission Communication on the Europe 2020 strategy[17].

(6)       In line with the Europe
2020 strategy, the Review of the Small Business Act for Europe[18] advocated further progress
in making smart regulation a reality, enhancing market access and promoting
entrepreneurship, job creation and inclusive growth.

(7)       In order to facilitate the
cross-border activities of SMEs and the establishment of single-member
companies as subsidiaries in other Member States, the costs and administrative
burdens involved in setting-up these companies should be reduced.

(8)       The availability of a
harmonised legal framework governing the formation of single-member companies,
including the establishment of a uniform template for the articles of
association should contribute to the progressive
abolition of restrictions on freedom of establishment as regards the conditions
for setting up subsidiaries in the territories of Member States and lead to a
reduction in costs.

(9)       Single-member private
limited liability companies formed and operating in compliance with this
Directive should add to their names a common, easily identifiable abbreviation
– SUP (Societas Unius Personae).

(10)     To respect Member States’ existing
traditions of company law, flexibility should be afforded to them as regards
the manner and extent to which they wish to apply harmonised rules governing
the formation and operation of SUPs. Member States may apply Part 2 of this Directive
to all single-member private limited liability companies so that all such
companies would operate and be known as SUPs. Alternatively, they should
provide for the establishment of an SUP as a separate company law form which
would exist in parallel with other forms of single-member private limited
liability company provided for in national law.

(11)     To ensure that the
harmonised rules are applied as widely as possible, both natural and legal
persons should be entitled to form SUPs. For the same reason private limited
liability companies that were not formed as SUPs should be able to benefit from
the SUP framework. They should be able to be transformed into SUPs in
accordance with applicable national law.

(12)     To enable business to enjoy
the full benefits of the internal market, Member States should not require the
registered office of an SUP and its central administration to be in the same Member State.

(13)     In order to make it easier
and less costly to establish subsidiaries in other Member States, the founders of SUPs should not be obliged to be physically present before
any Member State's registration body.
The register should be accessible from any Member State and a company founder should be able to make use of
existing points of single contact created under Directive 2006/123/EC of the
European Parliament and of the Council[19] as a gateway to national on-line
registration points. It should, therefore, be possible to establish SUPs
from distance and fully by electronic means.

(14)     In order to ensure a high
level of transparency, all documents registered at the register of companies should
be made publicly available via the system of
interconnection of registers referred to in Article 4a(2) of Directive
2009/101/EC of the European Parliament and of the Council[20].

(15)     To ensure a high level of
uniformity and on-line accessibility, the documents used to register SUPs should
follow a uniform format available in all official languages of the Union. Each Member State may require registration to be completed in an official language
of the Member State concerned, but are also encouraged to allow for
registration in other official languages of the Union.

(16)     In line with the
recommendations set out in the European Commission's 2011 Review of the Small
Business Act[21]
to reduce the start-up time for new enterprises, SUPs should receive the
certificate of registration in the relevant register of a Member State within three working days. This facility should only be available to the newly created
companies and not to existing entities that wish to convert to SUPs as the
registration of such entities by their very nature, may take more time.

(17)     Each Member State should designate a competent electronic registration point. To support the designated bodies in exchanging information about
the identity of the founder, Member States may use the means provided for under
Regulation (EU) No 1024/2012 of the European Parliament and of the Council[22].

(18)     Provisions concerning the
establishment of single-member private limited companies should not affect the
right of Member States to maintain existing rules
concerning the verification of the registration process, provided that the
whole registration procedure may be completed electronically and at a distance.

(19)     The use of the template of
articles of association should be required if the SUP is registered electronically.
If another form of registration is allowed by national law, the template does
not have to be used, but the articles of association need to comply with the
requirements of the Directive. The minimum capital required for the formation
of a single-member private limited liability company varies
among the Member States. Most Member States have already taken steps
towards abolishing the minimum capital requirement or keeping it at a nominal level.
The SUPs should not be subject to a high mandatory capital requirement, since
this would act as a barrier to their formation. Creditors, however, should be
protected from excessive distributions to single-members, which could affect
the capacity of an SUP to pay its debts. Such protection should be ensured by
the imposition of minimum balance sheet requirements (liabilities not exceeding
assets) and the solvency statement prepared and signed by the management body. There
should be no further restrictions placed on the use of capital by the
single-member.

(20)     In order to prevent abuse
and simplify control SUPs should neither issue any further shares nor should
the single share be split. Nor should SUPs acquire or own their single
share whether directly or indirectly. Rights attached to the single share
should only be exercised by one person. Where Member States allow for
co-ownership of a single share, only one representative should be entitled to act
on behalf of the co-owners and be considered as a single-member for the purpose
of this Directive.

(21)     In order to ensure a high
level of transparency, decisions taken by the single-member of an SUP
exercising the powers of the general meeting should be recorded in writing. Such
decisions should be disclosed to the company and their written record kept for
at least five years.

(22)     The management body of an
SUP should be composed of one or more directors. Only natural persons should be
appointed as directors, unless the Member State of registration allows legal
persons to act as directors.

(23)     In order to facilitate the
operation of groups of companies, instructions issued by the single-member to
the management body should be binding. Only where following such instructions
would entail violating the national law of the Member State in which the
company is registered, the management body should not follow them. With the
exception of any provision in the articles of association which limit the
company's representation to all directors jointly, any other limitation of
powers of the directors, following from the articles of association, should not
be binding insofar as it concerns third parties.

(24)     The Member States should
lay down rules on penalties applicable to the infringements of the provisions
of this Directive and should ensure that they are implemented. Those penalties should
be effective, proportionate and dissuasive.

(25)     In order to reduce the administrative
and legal costs associated with the formation of companies and to ensure a high
level of consistency in the registration process across Member States, implementing
powers to adopt the templates for registration and for the articles of
association of an SUP should be conferred on the Commission. Those powers should be exercised in accordance with Regulation (EU)
No 182/2011 of the European Parliament and of the Council[23].

(26)     In order to accommodate future
changes to the laws of Member States and to Union legislation concerning
company types, the power to adopt acts in accordance with Article 290 of the
Treaty on the Functioning of the European Union should be delegated to the
Commission to update the list of undertakings contained in Annex I. It is of
particular importance that the Commission carry out appropriate consultations
during its preparatory work, including at experts' level. The Commission, when
preparing and drawing-up delegated acts, should ensure a simultaneous, timely
and appropriate transmission of relevant documents to the European Parliament
and Council.

(27)     In
accordance with the Joint Political Declaration of Member States and the
Commission of 28 September 2011 on explanatory documents[24], Member States have undertaken to accompany, in justified cases, the
notification of their transposition measures with one or more documents
explaining the relationship between the components of a directive and the
corresponding parts of national transposition instruments. With regard to this
Directive, the legislator considers the transmission of such documents to be
justified.

(28)     Since the objectives of
this Directive, namely, to facilitate the establishment of single-member
private limited liability companies, including SUPs cannot be sufficiently
achieved by the Member States, but can rather, by reason of their scale and
effects, be better achieved at Union level, the Union may adopt measures, in
accordance with the principle of subsidiarity as set out in Article 5 of the
Treaty on European Union. In accordance with the principle of proportionality,
as set out in that Article, this Directive does not go beyond what is necessary
to achieve those objectives.

(29)     Since substantial
amendments are being made to Directive 2009/102/EC, in the interests of clarity
and legal certainty that Directive should be repealed.

HAVE ADOPTED THIS DIRECTIVE:

Part 1
General Provisions

Article 1 
Scope

1.           The coordination measures provided
for in this Directive shall apply to the laws, regulations and administrative
provisions of the Member States relating to:

(a) 
the types of company listed in Annex I;

(b) 
Societas Unius Personae (SUP) referred to in Article 6.

2.           Member States shall inform
the Commission within two months of any changes to the types of private limited
companies provided for in their national law affecting the contents of Annex I.

In such a case the Commission shall be
empowered to adapt, by means of delegated acts in accordance with Article 26,
the list of companies contained in Annex I.

3.           Where a Member State allows other companies than those listed in Annex I to be established as or become
single-member companies, as defined in Article 2 (1), Part 1 of this Directive
shall also apply to them.

Article 2
Definitions

For the purposes of this Directive, the
following definitions shall apply:

(1) 
"single-member company" means a
company whose shares are held by a single person;

(2) 
“conversion” means any process by which an
existing company becomes or ceases to be an SUP;

(3) 
"distribution" means any financial
benefit derived directly or indirectly from the SUP by the single-member, in
relation to the single share , including any transfer of money or property.
Distributions may take the form of a dividend, and may be made through a
purchase or sale of property or by any other means;

(4) 
"articles of association" means articles
of association or statutes or any other rules or
instruments of incorporation establishing a company;

(5) 
"director" means any member of the
management body either formally appointed or who de facto acts as a director.

Article 3
Disclosure

Where a company becomes a single-member
company because all its shares come to be held by a single person, that fact,
together with the identity of the sole member, must either be recorded in the
file or entered in the register as referred to in Article 3(1) and (3) of
Directive 2009/101/EC or be entered in a register kept by the company and
accessible to the public.

Article 4
General meeting

1.           The single-member shall
exercise the powers of the general meeting of the company.

2.           Decisions taken by the single-member
exercising powers referred to in paragraph 1 shall be recorded in writing.

Article 5
Contracts between the single member
and the company

1.           Contracts between the single-member
and the company shall be recorded in writing.

2.           Member States may decide not
to apply paragraph 1 to contracts concluded under market conditions in the
ordinary course of business which are not detrimental to the single-member
company.

Part 2
Societas Unius Personae

Chapter 1 
Legal form and General Principles

Article 6
Legal form

1.           Member States shall
provide for the possibility of registering private single-member limited
liability companies in accordance with the rules and procedures set out in this
Part. Such companies shall be referred to as SUPs.

2.           Member States shall not
hinder SUPs from being single-members in other companies.

Article 7
General principles

1.           Member States shall grant SUPs
full legal personality.

2.           Member States shall
provide that the single-member shall not be liable for any amount exceeding the
subscribed share capital.

3.           The name of a company,
which has the legal form of an SUP, shall be followed by the abbreviation ‘SUP’.
Only an SUP may use the abbreviation ‘SUP’.

4.           The SUP, and its articles
of association, shall be governed by the national law of the Member State where the SUP is registered (hereinafter ‘applicable national law’).

5.           Member States shall
provide that the SUP is set up for an unlimited period of time, unless provided
otherwise in the articles of association.

Chapter 2
Formation

Article 8
Incorporation

An SUP may be incorporated by a natural or
legal person.

Article 9
Conversion into an SUP

1.           Member States shall ensure
that an SUP may be formed by the conversion of the types of companies listed in
Annex I.

2.           The formation of an SUP by
conversion shall not result in any winding-up procedures, any loss or
interruption of the legal personality or affect any rights or obligations
existing prior to the conversion.

3.           Member States shall ensure
that a company shall not become an SUP unless:

(a) 
a resolution of its shareholders is passed or a
decision of its single-member is taken authorising the conversion of the
company into an SUP;

(b) 
its articles of association comply with the applicable
national law; and

(c) 
its net assets are at least equivalent to the
amount of its subscribed share capital plus those reserves which may not be
distributed according to its articles of association.

Article 10
Seat of the SUP

An SUP shall have its registered office and
either its central administration or its principal place of business in the Union.

Chapter 3
Articles of Association

Article 11
Uniform template of articles of association

1.           Member States shall require
that the articles of association of the SUP shall cover at least the subject
matters provided for in paragraph 2.

2.           The uniform template of
articles of association shall cover the questions of formation, shares, share capital,
organisation, accounts and the dissolution of an SUP.

It shall be made available by electronic means.

3.           The Commission shall adopt
the uniform template of articles of association by an implementing act. That implementing
act shall be adopted in accordance with the examination procedure referred to
in Article 27.

Article 12 
Amendments to the articles of association

1.           An SUP may, after
registration, amend its articles of association by electronic or other means in
accordance with applicable national law. This information shall be entered in the
register of companies in the Member State of registration.

2.           The
amended articles of association of the SUP shall cover at least the subject
matters provided for in the uniform template referred to in Article 11(2).

Chapter 4
Registration

Article 13
Formalities relating to registration

1.           Member States may only
require for the registration of an SUP the following information or
documentation:

(a) 
the name of the SUP;

(b) 
the address of the registered office, the central
administration and/or the principal place of business of the SUP;

(c) 
the business object of the SUP;

(d) 
the names, the addresses and any other
information necessary to identify the founding member and, where applicable,
the beneficial owner and a representative that registers the SUP on the
member’s behalf;

(e) 
the names, addresses and any other information necessary
to identify the persons who are authorised to represent the SUP in dealings
with third parties and in legal proceedings and whether they have not been
disqualified by laws of Member States referred to in Article 22;

(f) 
the share capital of the SUP;

(g) 
the nominal value of the single-share, where
relevant;

(h) 
the articles of association of the SUP;

(i) 
where applicable, the decision authorising the
company's conversion into an SUP.

2.           The Commission shall
establish, by means of an implementing act, a template to be used for the
registration of SUPs in the registers of companies of the Member States in accordance
with paragraph 1. That implementing act shall be adopted in accordance with the
examination procedure referred to in Article 27.

Article 14
Registration

1.           An SUP shall be registered
in the Member State in which it is to have its registered office.

2.           An SUP shall acquire legal
personality on the date on which it is entered in the register of companies of
the Member State of registration.

3.           Member States shall ensure
that the registration procedure for newly incorporated SUPs may be completed electronically
in its entirety without it being necessary for the founding member to appear before
any authority in the Member State of registration (on-line registration).

4.           National on-line
registration web-sites shall include links to the registration web-sites in
other Member States. Member States shall ensure that the following templates
are used for on-line registration:

(a) 
the uniform template of articles of association
referred to in Article 11, and

(b) 
the registration template referred to in Article
13.

Member States shall
issue a certificate of registration confirming that the registration procedure
has been completed. The certificate of registration shall be issued no later
than three working days from the receipt of all the necessary documentation by
the competent authority.

5.           Member States may lay down
rules for verifying the identity of the founding member, and any other person
making the registration on the member's behalf, and the acceptability of the
documents and other information submitted to the registration body. Any
identification issued in another Member State by the authorities of that State
or on their behalf, including identification issued electronically, shall be
recognised and accepted for the purposes of the verification by the Member State of registration.

Where, for the purposes of the first
subparagraph, it is necessary for Member States to have recourse to
administrative cooperation between them, they shall apply Regulation (EU) No 1024/2012.

6.           Member States shall not
make the registration of an SUP conditional on obtaining any licence or
authorisation. The registration of the SUP, all documents provided during the
process of registration and subsequent changes to them, shall be disclosed in
the relevant register of companies immediately after registration.

Chapter 5
Single share

Article 15
Single share

1.           An SUP shall not issue
more than one share. This single share shall not be split.

2.           An SUP shall not, directly
or indirectly, acquire or own its single share.

3.           Where in accordance with
the applicable national law, a single share of an SUP is owned by more than one
person, those persons shall be regarded as one member in relation to the SUP.
They shall exercise their rights through one representative and shall notify
the management body of the SUP, without undue delay, of the name of that representative
and any change thereto. Until such notification, the exercise of their rights in
the SUP shall be suspended. The owners of the single share shall be jointly and
severally liable for the commitments made by the representative.

The identity of the representative shall be
recorded in the relevant register of companies.

Chapter 6
Share Capital

Article 16
Share capital

1.           The share capital of an
SUP shall be at least EUR 1. In Member States in which the euro is not the
national currency, the share capital shall be at least equivalent to one unit
of that Member States’ currency.

2.           The capital of the SUP
shall be fully subscribed.

3.           Member States shall not
impose any maximum value on the single share.

4.           Member States shall ensure
that the SUP is not subject to rules requiring the company to build up legal
reserves. Member States shall allow companies to build reserves in accordance with
their articles of association.

5.           Member States shall require
letter and order forms whether in paper form or in any other medium, to state
the capital subscribed and paid up. If the company has a website, that
information shall also be made available on it.

Article 17
Consideration for the share

1.           The consideration for the
share shall be fully paid up at the moment of registration of an SUP.

2.           In case of on-line
registration, the consideration shall be paid into the bank account of the SUP.
The subsequent increase or decrease of share capital shall be allowed at least in
cash and in kind.

3.           In case of cash payment,
the Member State of registration of an SUP shall accept payment into a bank
account of a bank operating in the Union as evidence of payment or increase in
the share capital.

Article 18
Distributions

1.           An SUP may, on the basis
of a recommendation from the management body, make a distribution to the
single-member provided that it complies with paragraphs 2 and 3.

2.           An SUP shall not make a
distribution to the single-member if on the closing date of the last financial
year the net assets as set out in the SUP's annual accounts are, or following
such a distribution would become, lower than the amount of the share capital
plus those reserves which may not be distributed under the articles of
association of the SUP. The calculation shall be based on the most recently
adopted balance sheet. Any change in the share capital or in the part of the reserves
which may not be distributed occurring subsequently to the closing date of the
financial year shall also be taken into account.

3.           The SUP shall not make a
distribution to the single-member if it results in the SUP being unable to pay
its debts as they become due and payable after distribution. The management
body must certify in writing that, having made full inquiry into the affairs
and prospects of the SUP, it has formed a reasonable opinion that the SUP will
be able to pay its debts as they fall due in the normal course of business in
the year following the date of the proposed distribution (a "solvency
statement"). The solvency statement must be signed by the management body
and a copy of it must be provided to the single member 15 days before the resolution
on the distribution is adopted.

4.           The solvency statement
shall be disclosed. If the company has a website, this information shall also
be made available on it.

5.           Any director shall be personally
liable for recommending or ordering a distribution if that director knew, or,
in view of the circumstances, ought to have known that the distribution would
be contrary to paragraph 2 or 3. The same applies to the single-member with
regard to any decision to make a distribution referred to in Article 21.

Article 19
Recovery of distributions wrongfully made

Member States shall ensure that any
distributions paid out contrary to Article 18(2) or (3) are refunded to the
SUP, where it is established that the single-member knew, or, in view of the
circumstances, ought to have known that the distribution would be contrary to
Article 18(2) or (3).

Article 20
Share capital reduction

Member States shall ensure that reductions
of the share capital of an SUP that lead de facto to a distribution to
the single-member comply with Article 18(2) and (3).

Chapter 7
Organisation

Article 21
Decisions of the single member

1.           Decisions taken by the
single-member of an SUP shall be recorded in writing by the single-member.
Records of decisions taken shall be kept for at least five years.

2.           A single member shall
decide on the following:

(a) 
approval of the annual accounts;

(b) 
distribution to the member;

(c) 
increase of share capital;

(d) 
reduction of share capital;

(e) 
appointment and removal of directors;

(f) 
remuneration, if any, of directors, including
when the single member is a director;

(g) 
change of the registered office;

(h) 
appointment and removal of the auditor, where
applicable;

(i) 
conversion of the SUP into another company form;

(j) 
dissolution of the SUP;

(k) 
any amendments to the articles of association.

The single member may not delegate the
decisions referred to in the first subparagraph to the management body.

3.           The
single-member shall be allowed to take decisions without calling a general
meeting. No formal restrictions shall be imposed by Member States on the
power of the single member to take decisions, including as regards the place
and the time at which such decisions may be taken.

Article 22
Management

1.           An SUP shall be managed by
a management body comprising one or more directors.

2.           The number of directors
shall be specified in the articles of association.

3.           The management body may
exercise all the powers of the SUP that are not exercised by the single member
or, where applicable, by the supervisory board.

4.           The directors shall be
natural persons, or legal persons, where allowed by applicable national law. They
shall be appointed for an unlimited period of time, unless otherwise specified
in the single-member’s decision appointing them or in the articles of
association. The single member may become a director.

5.           The single-member may
remove a director, by means of a decision, at any time. Once removed from the
office, a director shall be immediately deprived of the authority and power to
act as a director on behalf of the SUP. Any other rights or obligations under the
applicable national law shall not be affected.

6.           A natural person who is
disqualified by either the law or a judicial or administrative decision of the Member State of registration cannot serve as a director. If the director has been
disqualified by a judicial or administrative decision taken in another Member State and this decision remains in force, the decision must be disclosed upon
registration in accordance with Article 13. A Member State may refuse, as a
matter of public policy, the registration of a company if a director is the
subject of an outstanding disqualification in another Member State.

Where, for the purposes of this paragraph,
Member States need to have recourse to administrative cooperation between them,
they shall apply Regulation (EU) No 1024/2012.

7.           Any person, whose
directions or instructions the directors of the company are accustomed to follow,
without having been formally appointed, shall be considered a director as
regards all duties and liabilities to which directors are subject. A person
shall not be considered a director solely on the grounds that the management
body acts on advice given by him or her in a professional capacity.

Article 23
Shareholder’s instructions

1.           The single-member shall
have the right to give instructions to the management body.

2.           Instructions given by the
single-member shall not be binding for any director insofar as they violate the
articles of association or the applicable national law.

Article 24
Authority to act and enter into agreements on behalf of an SUP

1.           An SUP's management body,
comprising one or more directors, shall have the authority to represent the SUP,
including when entering into agreements with third parties and in legal
proceedings.

2.           Directors may represent
the SUP individually, including when entering into agreements with third
parties and in legal proceedings, unless the articles of association provide
for joint representation. Any other limitation of the powers of the directors,
by the articles of association, by a decision of the single-member or by a
decision of the management body, may not be relied upon in any dispute with third
parties, even if that limitation has been disclosed. Acts undertaken by the
management body shall be binding on the SUP, even if they are not within the
object of the SUP.

3.           The management body may
delegate the right to represent the SUP insofar as it is allowed by the
articles of association. The duty of the management body to file for bankruptcy
or to commence any similar insolvency procedure shall not be delegated.

Article 25
Conversion of an SUP into another company law form

1.           Member States shall ensure
that their national law requires SUPs to be dissolved or transformed into
another form of company if SUPs cease to comply with the requirements laid down
in this Directive. If an SUP fails to take appropriate steps to convert into
another company law form, the competent authority shall be granted the powers
necessary to dissolve the SUP.

2.           An SUP may, at any moment,
decide to convert into another company law form following the procedure laid
down by applicable national law.

3.           A SUP that has been converted
into another company law form or dissolved in accordance with paragraphs 1 or
2, shall cease to use the abbreviation SUP.

Part 3
Final Provisions

Article 26

Exercise of delegated powers

1.           The power to adopt
delegated acts is conferred on the Commission subject to the conditions laid
down in this Article.

2.           The delegation of power
referred to in Article 1(2) shall be conferred on the Commission for an
indeterminate period of time.

3.           The delegation of power
referred to in Article 1(2) may be revoked at any time by the European
Parliament or by the Council. A decision to revoke shall put an end to the
delegation of the power specified in that decision. It shall take effect the
day following the publication of the decision in the Official Journal of the
European Union or at a later date specified therein. It shall not affect
the validity of any delegated acts already in force.

4.           As soon as it adopts a
delegated act, the Commission shall notify it simultaneously to the European
Parliament and to the Council.

5.           A delegated act adopted
pursuant to Article 1(2) shall enter into force only if no objection has been
expressed either by the European Parliament or the Council within a period of two
months of notification of that act to the European Parliament and the Council
or if, before the expiry of that period, the European Parliament and the
Council have both informed the Commission that they will not object. That
period shall be extended by two months at the initiative of the European
Parliament or the Council.

Article 27
Committee procedure

1.           The European Commission
shall be assisted by the Company Law Committee. That committee shall be a committee within the meaning of Regulation
(EU) No 182/2011.

2.           Where reference is made to
this paragraph, Article 5 of Regulation (EU) No 182/2011 shall apply.

Article 28
Penalties

Member States shall provide for penalties
applicable to infringements of the national provisions adopted to implement
this Directive and shall take all the measures necessary to ensure that those
penalties are enforced. The penalties provided for shall be effective,
proportionate and dissuasive.

Article 29
Repeal

1.           Directive 2009/102/EC is
repealed 24 months after the date of adoption of this Directive plus one day.

2.           References to the repealed
Directive shall be construed as references to this Directive and shall be read
in accordance with the correlation table in Annex II.

Article 30
Amendment to Regulation (EU) No 1024/2012

In the Annex to Regulation (EU) No 1024/2012,
the following point 6 is added:

"6. Directive [.../.../EU] of the European
Parliament and of the Council of [...] on Single-Member Private Limited Liability
Companies*: Articles 14 and 22.

_________

- OJ L [...]."

Article 31
Transposition

1.           Member States shall adopt
and publish 24 months after the date of adoption of this Directive at the
latest, the laws, regulations and administrative provisions necessary to comply
with this Directive. They shall forthwith communicate to the Commission the
text of those provisions.

2.           They shall apply those
provisions from 24 months after the date of adoption of this Directive plus one
day.

When Member States adopt those provisions, they
shall contain a reference to this Directive or be accompanied by such a
reference on the occasion of their official publication. Member States shall
determine how such reference is to be made.

Member States shall communicate to the Commission
the text of the main provisions of national law which they adopt in the field
covered by this Directive.

Article 32
Entry into force

The Directive shall enter into force on the
twentieth day following that of its publication in the Official Journal of
the European Union.

Article 33
Addressees

This
Directive is addressed to the Member States.

Done at Brussels,

For the European Parliament                        For
the Council

The President                                                 The
President

[1]               COM(2010) 2020, 3.3.2010.

[2]               COM(2010) 614.

[3]               COM(2011) 78, 23.2.2011.

[4]               COM(2011) 206, 13.4.2011.

[5]               COM(2012) 573, 3.10.2012.

[6]               Proposal for a Council Regulation on the Statute for
a European private company, COM(2008) 396.

[7]               The withdrawal of the SPE proposal was announced in
the Annex to the Communication on “Regulatory Fitness and Performance (REFIT):
Results and Next Steps”, COM(2013)685, 2.10.2013.

[8]               COM(2012) 740, 12.12.2012; “Action Plan: European
company law and corporate governance – a modern legal framework for more
engaged shareholders and sustainable companies”.

[9]               The Stockholm Programme –
An Open and Secure Europe Serving and Protecting Citizens (2010/C115/01)

[10]             Regulation (EU) No 1024/2012 of the European Parliament
and of the Council of 25 October 2012 on administrative cooperation through the
Internal Market Information System (IMI) (OJ L 316, 14.11.2012, p. 1).

[11]             The Report of the Reflection Group: http://ec.europa.eu/internal_market/company/docs/modern/reflectiongroup_report_en.pdf.

[12]             http://ec.europa.eu/internal_market/consultations/2013/single-member-private-companies.

[13]             Business Europe, Council of Notaries of the EU,
European Small Business Alliance, Council of Bars and Law Societies of Europe,
Chambre de Commerce et d’Industrie de région Paris et Ile-de-France,
Association Nationale des Sociétés par Actions and Eurochambers.

[14]             Regulation (EU) No 1024/2012 of the European Parliament
and of the Council of 25 October 2012 on administrative cooperation through the
Internal Market Information System (IMI) (OJ L 316, 14.11.2012, p. 1).

[15]             OJ L 258, 1.10.2009, p. 20

[16]             COM(2010) 614 final, 28.10.2010.

[17]             COM(2010) 2020 final, 3.3.2010.

[18]             COM(2011) 78 final, 23.2.2011.

[19]             Directive 2006/123/EC of the European Parliament and of
the Council of 12 December 2006 on services in the internal market (OJ L 376,
27.12.2006, p. 36).

[20]             Directive 2009/101/EC of the European Parliament and of
the Council of 16 September 2009 on coordination of safeguards which, for the
protection of the interests of members and third parties, are required by
Member States of companies within the meaning of the second paragraph of
Article 48 of the Treaty, with a view to making such safeguards equivalent (OJ
L 258, 1.10.2009, p. 11).

[21]             COM(2011) 78 final, 23.2.2011.

[22]             Regulation (EU) No 1024/2012 of the European Parliament
and of the Council of 25 October 2012 on administrative cooperation through the
Internal Market Information System and repealing Commission Decision 2008/49/EC
('the IMI Regulation') (OJ L 316, 14.11.2012, p. 1).

[23]             Regulation (EU) No 182/2011 of the European Parliament
and of the Council of 16 February 2011 laying down the rules and general
principles concerning mechanisms for control by Member States of the Commission’s
exercise of implementing powers (OJ L 55, 28.2.2011, p. 13).

[24]             OJ C 369, 17.12.2011, p. 14.

ANNEX I

Types of companies referred to in Article
1(1)(a)

— Belgium:

‘société privée à
responsabilité limitée/besloten vennootschap met beperkte aansprakelijkheid’,

— Bulgaria:

‘дружество с
ограничена отговорност',

— Czech Republic:

‘společnost s
ručením omezeným’,

— Denmark:

‘anpartsselskab’,

— Germany:

‘Gesellschaft mit
beschränkter Haftung’,

— Estonia:

‘osaühing’,

— Ireland:

‘private company
limited by shares or by guarantee/cuideachta
phríobháideach faoi theorainn scaireanna nó ráthaíochta',

— Greece:

‘εταιρεία
περιορισμένης
ευθύνης’,

— Croatia:

'društvo s ograničenom odgovornošću'

— Spain:

‘sociedad de responsabilidad
limitada’,

— France:

‘société à responsabilité limitée’,

— Italy:

‘società a responsabilità
limitata’,

— Cyprus:

‘ιδιωτική
εταιρεία
περιορισμένης
ευθύνης με μετοχές
ή με εγγύηση’,

— Latvia:

‘sabiedrība ar ierobežotu atbildību’,

— Lithuania:

‘uždaroji akcinė bendrovė’,

— Luxembourg:

‘société à responsabilité limitée’,

— Hungary:

‘korlátolt felelősségű
társaság',

— Malta:

‘kumpannija privata/private limited
liability company’,

— The Netherlands:

‘besloten
vennootschap met beperkte aansprakelijkheid’,

— Austria:

‘Gesellschaft mit
beschränkter Haftung’,

— Poland:

‘spółka z ograniczoną
odpowiedzialnością’,

— Portugal:

‘sociedade por
quotas’,

— Romania:

‘societate cu
răspundere limitată’,

— Slovenia:

‘družba z omejeno
odgovornostjo’,

— Slovakia:

‘spoločnosť
s ručením obmedzeným’,

— Finland:

‘yksityinen osakeyhtiö/privat aktiebolag',

— Sweden:

‘privat
aktiebolag’,

— United
Kingdom:

‘private company
limited by shares or by guarantee’

ANNEX

to the Proposal for a

DIRECTIVE OF THE EUROPEAN
PARLIAMENT AND OF THE COUNCIL

on single-member private limited
liability companies

ANNEX II

CORRELATION TABLE

Directive 2009/102/EC || This Directive

Article 1 || Article 1 (1)

Article 2 (1) || Article 2

Article 2 (2) || -

Article 3 || Article 3

Article 4 || Article 4

Article 5 || Article 5

Article 6 || Article 1 (3)

Article 7 || -

Article 8 || Article 31

Article 9 || Article 29

Article 10 || Article 32

Article 11 || Article 33