# EUR-Lex - 52014PC0391 - EN

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# 52014PC0391

**Proposal for a COUNCIL DIRECTIVE adapting Directive 2013/34/EU of the European Parliament and of the Council by reason of the accession of Croatia /* COM/2014/0391 final - 2014/0198 (NLE) */**

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EXPLANATORY MEMORANDUM

1.           CONTEXT OF THE PROPOSAL

The proposal for a Council Directive adapting Directive
2013/34/EU is necessitated by the accession of the Republic of Croatia to the European Union.

The Treaty concerning the accession of the Republic of Croatia to the European Union[1]
(hereinafter: “the Treaty of Accession”) was signed by all Member States of the
European Union and the Republic of Croatia at Brussels on 9 December 2011.

Article 3(3) of the Treaty of Accession
provides that it shall enter into force on 1 July 2013 provided that all
the instruments of ratification have been deposited before that date.

Article 3(4) of the Treaty of Accession enables
the institutions of the Union to adopt before accession measures referred to, inter
alia, in Article 50 of the Act concerning the conditions of accession of
the Republic of Croatia[2]
(hereinafter: “the Act of Accession”). These measures shall enter into force
only subject to and on the date of the entry into force of the Treaty of
Accession.

Article 50 of the Act of Accession provides that where acts of the institutions adopted prior to
accession require adaptation by reason of accession, and the necessary
adaptations have not been provided for in this Act of Accession or its Annexes,
the Council or the Commission (if the original acts were adopted by the
Commission) shall adopt the necessary acts.

The Directive 2013/34/EU was adopted on 26 June
2013 and published in the Official Journal of the European Union on 29 June
2013. It does not include necessary references to the companies established in Croatia that should be within the scope of the Directive. Council Directive 2013/24/EU of
13 May 2013 adapting certain directives in the field of company law, by
reason of the accession of the republic of Croatia adapted Directives
78/660/EEC and 83/349/EEC, in order to add to the scope of those Directives the
relevant list of Croatian limited liability companies. However, these
directives were repealed when Directive 2013/34/EU entered into force in July
2103. Therefore it is necessary to take into account this evolution of the Union
law and adapt Directive 2013/34/EU accordingly.

The present proposal for a Council Directive
covers the technical adaptations to Directive 2013/34/EU that are required by
reason of the accession of Croatia.

2.           RESULTS OF CONSULTATIONS
WITH THE INTERESTED PARTIES AND IMPACT ASSESSMENTS

As this proposal is of a purely technical
nature and does not imply any substantial modifications of Directive 2013/34/EU,
consultations with interested parties or impact assessments are not necessary.

3.           LEGAL ELEMENTS OF THE
PROPOSAL

The legal basis for the proposal is Article 50
of the Act of Accession concerning the conditions of accession of the Republic of Croatia.

The principles of subsidiarity and
proportionality are fully respected. The action of the Union is necessary under
the principle of subsidiarity (Article 5(3) TEU) because it concerns
technical adaptations to legal acts which were enacted by the Union. The
proposal respects the principle of proportionality (Article 5(4) TEU)
because it does not go beyond what is necessary to reach the objective pursued.

4.           BUDGETARY IMPLICATION

The proposal has no Union budgetary
implications.

2014/0198 (NLE)

Proposal for a

COUNCIL DIRECTIVE

adapting Directive 2013/34/EU of the
European Parliament and of the Council by reason of the accession of Croatia

(Text with EEA relevance)

THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty on the
Functioning of the European Union,

Having regard to the Act of Accession of
Croatia, and in particular Article 50 thereof,

Having regard to the proposal from the
European Commission,

Whereas:

(1)       Pursuant to
Article 50 of the Act of Accession of Croatia, where acts of the
institutions adopted prior to accession require adaptation by reason of
accession, and the necessary adaptations have not been provided for in that Act
of Accession or in the Annexes thereto, the Council, acting by qualified
majority on a proposal from the Commission, shall, to this end, adopt the
necessary acts, if the original act was not adopted by the Commission.

(2)       The relevant types of
Croatian undertakings should be inserted in Annexes I and II to Directive
2013/34/EU in order to provide for the relevant scope of application of the
coordination measures prescribed by that Directive in Croatia. The scope of amendments should be limited to technical adaptations required by reason of
accession of Croatia.

(3)       Directive 2013/34/EU ([3]) should therefore be
amended accordingly,

HAS ADOPTED THIS DIRECTIVE:

Article 1

Directive 2013/34/EU is amended as set out
in the Annex to this Directive.

Article 2

1.           Member States shall bring
into force the laws, regulations and administrative provisions necessary to
comply with this Directive by 20 July 2015. They shall immediately inform
the Commission thereof.

Member States may provide that the provisions
referred to in the first subparagraph are first to apply to financial
statements for financial years beginning on 1 January 2016 or during the
calendar year 2016.

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. The methods of making
such reference shall be laid down by Member States.

2.           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 3

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

Article 4

This Directive is addressed to the Member
States.

Done at Brussels,

For
the Council

The
President

[1]               OJ L 112, 24.4.2012, p. 10.

[2]               OJ L 112, 24.4.2012, p. 21.

[3]               Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC
of the European Parliament and of the Council and repealing Council Directives 78/660/EEC
and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).

ANNEX

to the proposal of

COUNCIL DIRECTIVE

adapting Directive 2013/34/EU of
the European Parliament and of the Council by reason of the accession of Croatia

Directive 2013/34/EU is amended as follows:

1.         In Annex I, the following is
inserted after the entry for France:

‘–         in Croatia:

dioničko društvo, društvo
s ograničenom odgovornošću;’.

2.         In Annex II, the following is
inserted after the entry for France:

‘–         in Croatia:

javno trgovačko društvo,
komanditno društvo, gospodarsko interesno udruženje;'.