1989L0667 — EN — 01.05.2004 — 002.001 — 1
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►B TWELFTHCOUNCILCOMPANYLAWDIRECTIVE
of21December1989
onsingle-memberprivatelimited-liabilitycompanies
(89/667/EEC)
(OJ L 395, 30.12.1989, p. 40)
Amended by:
Official Journal
No page date
►A1Act of Accession of Austria, Sweden and Finland C241 21 29.8.1994
(adapted by Council Decision 95/1/EC, Euratom, ECSC) L 1 1 1.1.1995
►A2Act concerning the conditions of accession of the Czech Republic, the
Republic of Estonia, the Republic of Cyprus, the Republic of Latvia,the Republic of Lithuania, the Republic of Hungary, the Republic ofMalta, the Republic of Poland, the Republic of Slovenia and the Slovak
Republic and the adjustments to the Treaties on which the European
Union is foundedL 236 33 23.9.2003
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TWELFTHCOUNCILCOMPANYLAWDIRECTIVE
of21December1989
onsingle-memberprivatelimited-liabilitycompanies
(89/667/EEC)
THE COUNCIL OF THE EUROPEAN COMMUNITIES,
Having regard to the Treaty establishing the European Economic
Community, and in particular Article 54 thereof,
Having regard to the proposal from the Commission (1),
Incooperationwith the EuropeanParliamen t (2),
Having regard to the opinion of the Economic and Social
Committee (3),
Whereas certainsafeguards which, for the protectionof the in terests of
members and others, are required by Member States of companies andfirms within the meaning of the second paragraph of Article 58 of theTreaty should be coordinated with a view to making such safeguards
equivalent throughout the Community;
Whereas, inthis field, Directives 68/151/EEC (
4) and 78/660/EEC (5),
as last amended by the Act of Accession of Spain and Portugal, andDirective 83/349/EEC (
6), as amended by the Act of Accession of
Spain and Portugal, on disclosure, the validity of commitments, nullity,
annual accounts and consolidated accounts, apply to all share capitalcompanies; whereas Directives 77/91/EEC (
7) and 78/855/EEC (8), as
last amended by the Act of Accession of Spain and Portugal, andDirective 82/891/EEC (
9) on formation and capital, mergers and divi-
sions apply only to public limited-liability companies;
Whereas the small and medium-sized enterprises (SME) action
programme (10) was approved by the Council in its Resolution of 3
November 1986;
Whereas reforms inthe legislationof certainMember States inthe last
few years, permitting single-member private limited-liability compa-nies, have created divergences between the laws of the Member States;
Whereas it is important to provide a legal instrument allowing the
limitation of liability of the individual entrepreneur throughout theCommunity, without prejudice to the laws of the Member States which,in exceptional circumstances, require that entrepreneur to be liable forthe obligations of his undertaking;
Whereas a private limited-liability company may be a single-member
company from the time of its formation, or may become one becauseits shares have come to be held by a single shareholder; whereas,
pending the coordination of national provisions on the laws relating to
groups, Member States may lay down certain special provisions andpenalties for cases where a natural person is the sole member of severalcompanies or where a single-member company or any other legalpersonis the sole member of a compan y; whereas the sole aim of thisprovision is to take account of the differences which currently exist in
certain national laws; whereas, for that purpose, Member States may in
specific cases lay down restrictions on the use of single-membercompanies or remove the limits on the liabilities of sole members;1989L0667 — EN — 01.05.2004 — 002.001 — 2
(1) OJ No C 173, 2. 7. 1988, p. 10.
(2) OJ No C 96, 17. 4. 1989, p. 92 and OJ No C 291, 20. 11. 1989, p. 53.
(3) OJ No C 318, 12. 12. 1988, p. 9.
(4) OJ No L 65, 14. 3. 1968, p. 8.
(5) OJ No L 222, 14. 8. 1978, p. 11.
(6) OJ No L 193, 18. 7. 1983, p. 1.
(7) OJ No L 26, 30. 1. 1977, p. 1.
(8) OJ No L 295, 20. 10. 1978, p. 36.
(9) OJ No L 378, 31. 12. 1982, p. 47.
(10) OJ No C 287, 14. 11. 1986, p. 1.
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whereas Member States are free to lay downrules to cover the risks
that single-member companies may present as a consequence of havingsingle members, particularly to ensure that the subscribed capital is
paid;
Whereas the fact that all the shares have come to be held by a single
shareholder and the identity of the single member must be disclosed by
anen try ina register accessible to the public;
Whereas decisions taken by the sole member in his capacity as general
meeting must be recorded in writing;
Whereas contracts between a sole member and his company as repre-
sented by him must likewise be recorded in writing, insofar as such
contracts do not relate to current operations concluded under normalconditions,
HAS ADOPTED THIS DIRECTIVE:
Article 1
The coordination measures prescribed by this Directive shall apply to
the laws, regulations and administrative provisions of the MemberStates relating to the following types of company:
—in Germany:
Gesellschaft mit beschränkter Haftung,
—in Belgium:
Société privée à responsabilité limitée / de besloten vennootschap
met beperkte aansprakelijkheid,
—in Denmark:
Anpartsselskaber,
—in Spain:
Sociedad de responsabilidad limitada,
—in France:
Société à responsabilité limitée,
—in Greece:
Εταιρεία περιορισµένης ευθύνης,
—in Ireland:
Private company limited by shares or by guarantee,
—in Italy:
Società a responsabilità limitata,
—in Luxembourg:
Société à responsabilité limitée,
—in the Netherlands:
Besloten vennootschap met beperkte aansprakelijkheid,
—in Portugal:
Sociedade por quotas,
—in the United Kingdom:
Private company limited by shares or by guarantee,
—in Austria:
Aktiengesellschaft, Gesellschaft mit beschränkter Haftung,
—in Finland:
Osakeyhtiö/aktiebolag,
—in Sweden:
Aktiebolag,
—in the Czech Republic:
Spole čnost s ru čením omezeným,
—in Estonia:
Aktsiaselts, osaühing,
—in Cyprus:1989L0667 — EN — 01.05.2004 — 002.001 — 3
▼A1
▼A2
▼A2
Ιδιωτική εταιρεία περιορισµένης ευθύνης µε µετοχές ή µε
εγγύηση ,
—in Latvia:
Sabiedr ība ar ierobežotu atbild ību,
—in Lithuania:
Uždaroji akcin ėbendrov ė,
—in Hungary:
Korlátolt felel ősségűtársaság, részvénytársaság,
—in Malta:
Kumpanija privata — Private limited liability company,
—in Poland:
Spółka z ograniczon ąodpowiedzialno ścią,
—in Slovenia:
Družba z omejeno odgovornostjo,
—in Slovakia:
Spolo čnosťsr učením obmedzeným.
Article 2
1. A company may have a sole member when it is formed and also
when all its shares come to be held by a single person (single-membercompany).
2. Member States may, pending coordination of national laws
relating to groups, lay down special provisions or sanctions for cases
where:
(a) a natural person is the sole member of several companies;
(b) a single-member company or any other legal person is the sole
member of a company.
Article 3
Where a company becomes a single-member company because all its
shares come to be held by a single person, that fact, together with theidentity of the sole member, must either be recorded in the file orentered in the register within the meaning of Article 3 (1) and (2) ofDirective 68/151/EEC or be entered in a register kept by the companyand accessible to the public.
Article 4
1. The sole member shall exercise the powers of the general meeting
of the company.
2. Decisions taken by the sole member in the field referred to in
paragraph 1 shall be recorded in minutes or drawn up in writing.
Article 5
1. Contracts between the sole member and his company as repre-
sented by him shall be recorded in minutes or drawn up in writing.
2. Member States need not apply paragraph 1 to current operations
concluded under normal conditions.
Article 6
Where a Member State allows single-member companies as defined by
Article 2 (1) inthe case of public limited compan ies as well, thisDirective shall apply.
Article 7
A Member State need not allow the formation of single-member
companies where its legislation provides that an individual entrepreneurmay set up an undertaking the liability of which is limited to a sum1989L0667 — EN — 01.05.2004 — 002.001 — 4
▼B
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devoted to a stated activity, oncon ditionthat safeguards are laid down
for such undertakings which are equivalent to those imposed by thisDirective or by any other Community provisions applicable to the
companies referred to in Article 1.
Article 8
1. Member States shall bring into force the laws, regulations and
administrative provisions necessary to comply with this Directive by 1January 1992. They shall inform the Commission thereof.
2. Member States may provide that, inthe case of compan ies
already in existence on 1 January 1992, this Directive shall not applyuntil 1 January 1993.
3. Member States shall communicate to the Commission the texts of
the main provisions of national law which they adopt in the field
covered by this Directive.
Article 9
This Directive is addressed to the Member States.1989L0667 — EN — 01.05.2004 — 002.001 — 5