# CE2013332EN.01007801.xml

| 15.11.2013 | EN | Official Journal of the European Union | CE 332/78 |
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15.11.2013

EN

Official Journal of the European Union

CE 332/78

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Thursday 14 June 2012Future of European company law

P7_TA(2012)0259

European Parliament resolution of 14 June 2012 on the future of European company law (2012/2669(RSP))

2013/C 332 E/15

The European Parliament,

The European Parliament

| — | having regard to the public consultation on the future of European company law launched by the Commission on 20 February 2012 (1), |
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having regard to the public consultation on the future of European company law launched by the Commission on 20 February 2012 (1),

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| — | having regard to the conference on ‘European Company Law: the way forward’ held by the Commission on 16 and 17 May 2011 (2), |
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having regard to the conference on ‘European Company Law: the way forward’ held by the Commission on 16 and 17 May 2011 (2),

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| — | having regard to the report of the Reflection Group on the Future of European Company Law of 5 April 2011 (3), |
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having regard to the report of the Reflection Group on the Future of European Company Law of 5 April 2011 (3),

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| — | having regard to the Commission communication of 13 April 2011 entitled ‘Single Market Act – Twelve levers to boost growth and strengthen confidence – “Working together to create new growth” ’ (COM(2011)0206), |
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having regard to the Commission communication of 13 April 2011 entitled ‘Single Market Act – Twelve levers to boost growth and strengthen confidence – “Working together to create new growth” ’ (COM(2011)0206),

| — | having regard to the Commission communication of 25 October 2011 entitled ‘Social Business Initiative – Creating a favourable climate for social enterprises, key stakeholders in the social economy and innovation’ (COM(2011)0682), |
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having regard to the Commission communication of 25 October 2011 entitled ‘Social Business Initiative – Creating a favourable climate for social enterprises, key stakeholders in the social economy and innovation’ (COM(2011)0682),

| — | having regard to the Commission communication of 10 July 2007 on a simplified business environment for companies in the areas of company law, accounting and auditing (COM(2007)0394), |
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having regard to the Commission communication of 10 July 2007 on a simplified business environment for companies in the areas of company law, accounting and auditing (COM(2007)0394),

| — | having regard to the Commission communication of 21 May 2003 entitled ‘Modernising Company Law and Enhancing Corporate Governance in the European Union – A Plan to Move Forward’ (COM(2003)0284), |
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having regard to the Commission communication of 21 May 2003 entitled ‘Modernising Company Law and Enhancing Corporate Governance in the European Union – A Plan to Move Forward’ (COM(2003)0284),

| — | having regard to its resolution of 21 April 2004 on ‘the communication from the Commission to the Council and the European Parliament: Modernising company law and enhancing corporate governance in the European Union – a plan to move forward’ (4), |
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having regard to its resolution of 21 April 2004 on ‘the communication from the Commission to the Council and the European Parliament: Modernising company law and enhancing corporate governance in the European Union – a plan to move forward’ (4),

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| — | having regard to its resolution of 4 July 2006 on recent developments and prospects in relation to company law (5), |
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having regard to its resolution of 4 July 2006 on recent developments and prospects in relation to company law (5),

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| — | having regard to its resolution of 25 October 2007 on the European Private Company and the Fourteenth Company Law Directive on the transfer of the company seat (6), |
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having regard to its resolution of 25 October 2007 on the European Private Company and the Fourteenth Company Law Directive on the transfer of the company seat (6),

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| — | having regard to its resolution of 10 March 2009 with recommendations to the Commission on the cross-border transfer of the registered office of a company (7), |
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having regard to its resolution of 10 March 2009 with recommendations to the Commission on the cross-border transfer of the registered office of a company (7),

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| — | having regard to its resolution of 23 November 2010 on civil law, commercial law, family law and private international law aspects of the Action Plan Implementing the Stockholm Programme (8), |
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having regard to its resolution of 23 November 2010 on civil law, commercial law, family law and private international law aspects of the Action Plan Implementing the Stockholm Programme (8),

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| — | having regard to its resolution of 2 February 2012 with recommendations to the Commission on a 14th company law directive on the cross-border transfer of company seats (9), |
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having regard to its resolution of 2 February 2012 with recommendations to the Commission on a 14th company law directive on the cross-border transfer of company seats (9),

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| — | having regard to the question of 7 May 2012 to the Commission on the future of European company law (O-000110/2012 – B7-0117/2012), |
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having regard to the question of 7 May 2012 to the Commission on the future of European company law (O-000110/2012 – B7-0117/2012),

| — | having regard to Rules 115(5) and 110(2) of its Rules of Procedure, |
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having regard to Rules 115(5) and 110(2) of its Rules of Procedure,

| A. | whereas the EU regulatory framework for company law and corporate governance needs to be adapted to reflect the growing trend for European companies to operate across borders within the EU and the continuing integration of European markets; |
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A.

whereas the EU regulatory framework for company law and corporate governance needs to be adapted to reflect the growing trend for European companies to operate across borders within the EU and the continuing integration of European markets;

| B. | whereas the overall objective is to enable businesses in Europe to compete more effectively and to achieve greater success in a highly competitive global environment, while ensuring appropriate protection of the interests of creditors, shareholders, members and employees; |
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B.

whereas the overall objective is to enable businesses in Europe to compete more effectively and to achieve greater success in a highly competitive global environment, while ensuring appropriate protection of the interests of creditors, shareholders, members and employees;

| C. | whereas a user-friendly regulatory framework would encourage businesses, in particular SMEs, to seize the opportunities offered by the single market; |
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C.

whereas a user-friendly regulatory framework would encourage businesses, in particular SMEs, to seize the opportunities offered by the single market;

| D. | whereas any future initiatives should be compatible with national corporate governance systems and national laws on worker involvement, while striving for increased flexibility and freedom of choice in respect of company forms, internal distribution of powers and sustainable company strategies; |
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D.

whereas any future initiatives should be compatible with national corporate governance systems and national laws on worker involvement, while striving for increased flexibility and freedom of choice in respect of company forms, internal distribution of powers and sustainable company strategies;

| E. | whereas there is untapped potential in company legal forms at European level that should be further explored, developed and promoted; |
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E.

whereas there is untapped potential in company legal forms at European level that should be further explored, developed and promoted;

| F. | whereas cross-border mobility for companies should be facilitated; |
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F.

whereas cross-border mobility for companies should be facilitated;

| G. | whereas the financial crisis has demonstrated the need for a clearer corporate governance framework which focuses more strongly on stakeholder participation; |
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G.

whereas the financial crisis has demonstrated the need for a clearer corporate governance framework which focuses more strongly on stakeholder participation;

| 1. | Welcomes the Commission’s recent public consultation on the future of European company law, which should help to shape future initiatives designed to simplify the business environment for companies, reduce unnecessary administrative burdens and enable companies to operate effectively within the single market, while ensuring appropriate protection of the interests of creditors, shareholders, members and employees; |
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1.

Welcomes the Commission’s recent public consultation on the future of European company law, which should help to shape future initiatives designed to simplify the business environment for companies, reduce unnecessary administrative burdens and enable companies to operate effectively within the single market, while ensuring appropriate protection of the interests of creditors, shareholders, members and employees;

| 2. | Takes the view that EU company forms supplementing the existing forms available under national law have considerable potential and should be further developed and promoted; urges the Commission, in order to serve the specific needs of SMEs, to make further efforts with a view to the adoption of the Private Company Statute (SPE) (10), which could take full account of the interests of all stakeholders, in order to overcome the impasse in the Council; |
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2.

Takes the view that EU company forms supplementing the existing forms available under national law have considerable potential and should be further developed and promoted; urges the Commission, in order to serve the specific needs of SMEs, to make further efforts with a view to the adoption of the Private Company Statute (SPE) (10), which could take full account of the interests of all stakeholders, in order to overcome the impasse in the Council;

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| 3. | Welcomes the fact that the Commission is conducting a study on European mutual societies, as announced in its aforementioned Social Business Initiative (11), and urges it to move swiftly towards submitting a new proposal for a statute; |
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3.

Welcomes the fact that the Commission is conducting a study on European mutual societies, as announced in its aforementioned Social Business Initiative (11), and urges it to move swiftly towards submitting a new proposal for a statute;

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| 4. | Believes that possible reforms of the Second Company Law Directive (12) should focus on further simplification instead of introducing an alternative regime for capital formation and maintenance; |
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4.

Believes that possible reforms of the Second Company Law Directive (12) should focus on further simplification instead of introducing an alternative regime for capital formation and maintenance;

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| 5. | Welcomes the review of the accounting directives and suggests that the Commission further explore possibilities for developing European accounting standards, in particular with regard to the specific needs of SMEs, taking into account the traditional ideas of sustainability, long-term planning, family ownership and other traditional aspects of SMEs; |
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5.

Welcomes the review of the accounting directives and suggests that the Commission further explore possibilities for developing European accounting standards, in particular with regard to the specific needs of SMEs, taking into account the traditional ideas of sustainability, long-term planning, family ownership and other traditional aspects of SMEs;

| 6. | Believes that due consideration should be given to the resumption of work on the Fifth Company Law Directive with regard to the structure and operation of public limited companies; |
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6.

Believes that due consideration should be given to the resumption of work on the Fifth Company Law Directive with regard to the structure and operation of public limited companies;

| 7. | Reiterates its request to the Commission that it submit a legislative proposal laying down measures designed to facilitate cross-border mobility for companies within the EU (14th Company Law Directive on the cross-border transfer of company seats); |
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7.

Reiterates its request to the Commission that it submit a legislative proposal laying down measures designed to facilitate cross-border mobility for companies within the EU (14th Company Law Directive on the cross-border transfer of company seats);

| 8. | Recalls that, in the Framework Agreement on relations between Parliament and the Commission, the latter committed itself to report on concrete follow-up to any request to submit a proposal pursuant to Article 225 TFEU within three months of the adoption of the corresponding resolution in plenary; deplores the fact that this commitment has not been honoured in respect of Parliament’s resolution with recommendations on a 14th company law directive; calls on the Commission to comply with the framework agreement by submitting more detailed follow-up reports in future; |
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8.

Recalls that, in the Framework Agreement on relations between Parliament and the Commission, the latter committed itself to report on concrete follow-up to any request to submit a proposal pursuant to Article 225 TFEU within three months of the adoption of the corresponding resolution in plenary; deplores the fact that this commitment has not been honoured in respect of Parliament’s resolution with recommendations on a 14th company law directive; calls on the Commission to comply with the framework agreement by submitting more detailed follow-up reports in future;

| 9. | Suggests that the Commission resume its work on the Ninth Company Law Directive on groups of companies in order to provide a regulatory framework for this common form of business association; believes that there is no need for fully harmonised European corporate legislation on groups, but rather a need for a set of common rules on, inter alia, the protection of subsidiaries and stakeholders and greater transparency as regards legal and ownership structure; |
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9.

Suggests that the Commission resume its work on the Ninth Company Law Directive on groups of companies in order to provide a regulatory framework for this common form of business association; believes that there is no need for fully harmonised European corporate legislation on groups, but rather a need for a set of common rules on, inter alia, the protection of subsidiaries and stakeholders and greater transparency as regards legal and ownership structure;

| 10. | Recalls that, according to the Commission’s Smart Regulation Agenda, legislation needs to be clearer and more accessible; takes the view that the Commission should codify EU company law in order to provide a user-friendly set of rules and to ensure the consistency of EU law; recognises the merits of a single EU company law instrument, but believes that company law directives need to be grouped together as a first step; suggests grouping them in categories, including formation and operation (e.g. the First and Second Directives and the accounting and audit directives), mobility (e.g. the Third (13), Sixth (14), Tenth (15), Eleventh (16) and 13th (17) Directives and the future 14th Directive) and EU company law forms (e.g. SE, SCE, EEIG); emphasises that this codification project should not, of course, lead to a halt in the necessary reform activities; |
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10.

Recalls that, according to the Commission’s Smart Regulation Agenda, legislation needs to be clearer and more accessible; takes the view that the Commission should codify EU company law in order to provide a user-friendly set of rules and to ensure the consistency of EU law; recognises the merits of a single EU company law instrument, but believes that company law directives need to be grouped together as a first step; suggests grouping them in categories, including formation and operation (e.g. the First and Second Directives and the accounting and audit directives), mobility (e.g. the Third (13), Sixth (14), Tenth (15), Eleventh (16) and 13th (17) Directives and the future 14th Directive) and EU company law forms (e.g. SE, SCE, EEIG); emphasises that this codification project should not, of course, lead to a halt in the necessary reform activities;

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| 11. | Takes the view that conflict-of-law issues also need to be tackled in the field of company law and that an academic proposal in this field (18) could serve as a starting point for further work on conflict-of-law rules with regard to companies’ cross-border operations; |
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11.

Takes the view that conflict-of-law issues also need to be tackled in the field of company law and that an academic proposal in this field (18) could serve as a starting point for further work on conflict-of-law rules with regard to companies’ cross-border operations;

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| 12. | Urges the Commission to present an action plan indicating the way forward after the consultation, which should outline short-, medium- and long-term initiatives to improve the regulatory framework for EU company law; believes that short-term initiatives should include the14th Company Law Directive and measures improving the EU framework for corporate governance, while mid-term initiatives should address, for instance, the Ninth Company Law Directive, and long-term initiatives the codification of EU company law; |
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12.

Urges the Commission to present an action plan indicating the way forward after the consultation, which should outline short-, medium- and long-term initiatives to improve the regulatory framework for EU company law; believes that short-term initiatives should include the14th Company Law Directive and measures improving the EU framework for corporate governance, while mid-term initiatives should address, for instance, the Ninth Company Law Directive, and long-term initiatives the codification of EU company law;

| 13. | Stresses that it expects the short-term initiatives to be formally included in the legislative work programme for 2013, and target dates to be set for the medium- and long-term initiatives; |
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13.

Stresses that it expects the short-term initiatives to be formally included in the legislative work programme for 2013, and target dates to be set for the medium- and long-term initiatives;

| 14. | Reiterates its earlier calls on the Commission to analyse the problems in the implementation of existing legislation so that the findings can be taken into account when considering new legislative proposals; |
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14.

Reiterates its earlier calls on the Commission to analyse the problems in the implementation of existing legislation so that the findings can be taken into account when considering new legislative proposals;

| 15. | Recalls that any legislative proposal put forward by the Commission should be based on an impact assessment taking into account the interests of all stakeholders, including investors, owners, creditors and employees, in full compliance with the principles of subsidiarity and proportionality; |
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15.

Recalls that any legislative proposal put forward by the Commission should be based on an impact assessment taking into account the interests of all stakeholders, including investors, owners, creditors and employees, in full compliance with the principles of subsidiarity and proportionality;

| 16. | Calls on the Commission comprehensively to inform Parliament of the results of its consultation on the future of European company law and to explain in detail the decisions it will take as a result of the outcome of that consultation; |
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16.

Calls on the Commission comprehensively to inform Parliament of the results of its consultation on the future of European company law and to explain in detail the decisions it will take as a result of the outcome of that consultation;

| 17. | Instructs its President to forward this resolution to the Council, the Commission and the parliaments and governments of the Member States. |
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17.

Instructs its President to forward this resolution to the Council, the Commission and the parliaments and governments of the Member States.

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(1)  http://ec.europa.eu/internal_market/consultations/2012/company_law_en.htm

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(2)  http://ec.europa.eu/internal_market/company/modern/index_en.htm#conference

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(3)  http://ec.europa.eu/internal_market/company/modern/index_en.htm

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(4)  OJ C 104 E, 30.4.2004, p. 714.

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(5)  OJ C 303 E, 13.12.2006, p. 114.

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(6)  OJ C 263 E, 16.10.2008, p. 671.

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(7)  OJ C 87 E, 1.4.2010, p. 5.

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(8)  OJ C 99 E, 3.4.2012, p. 19.

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(9)  Texts adopted, P7_TA(2012)0019.

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(10)  COM(2008)0396.

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(11)  COM(2011)0682, p. 10.

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(12)  OJ L 26, 31.1.1977, p. 1.

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(13)  OJ L 295, 20.10.1978, p. 36.

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(14)  OJ L 378, 31.12.1982, p. 47.

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(15)  OJ L 310, 25.11.2005, p. 1.

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(16)  OJ L 395, 30.12.1989, p. 36.

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(17)  OJ L 142, 30.4.2004, p. 12.

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(18)  H.-J. Sonnenberger (ed.), Vorschläge und Berichte zur Reform des europäischen und deutschen internationalen Gesellschaftsrechts – Vorgelegt im Auftrag der zweiten Kommission des Deutschen Rates für Internationales Privatrecht, Spezialkommission Internationales Gesellschaftsrecht, Mohr Siebeck, Tübingen, 2007.

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Vorschläge und Berichte zur Reform des europäischen und deutschen internationalen Gesellschaftsrechts – Vorgelegt im Auftrag der zweiten Kommission des Deutschen Rates für Internationales Privatrecht, Spezialkommission Internationales Gesellschaftsrecht

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