1989L0667 — EN — 01.01.1995 — 001.001 — 1
This document is meant purely as a documentation tool and the institutions do not assume any liability for its contents
►B TWELFTH COUNCIL COMPANY LAW DIRECTIVE
of 21 December 1989
on single-member private limited-liability companies
(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 C 241 21 29.8.1994
(adapted by Council Decision 95/1/EC, Euratom, ECSC) L 1 1 1.1.1995
1989L0667 — EN — 01.01.1995 — 001.001 — 2
▼B
TWELFTH COUNCIL COMPANY LAW DIRECTIVE
of 21 December 1989
on single-member private limited-liability companies
(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),
In cooperation with the European Parliament (2),
Having regard to the opinion of the Economic and Social Committee (3),
Whereas certain safeguards which, for the protection of the interests 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 safeguardsequivalent throughout the Community;
Whereas, in this 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, annualaccounts and consolidated accounts, apply to all share capital compa-nies; whereas Directives 77/91/EEC (
7) and 78/855/EEC (8), as last
amended by the Act of Accession of Spain and Portugal, and Directive82/891/EEC (
9) on formation and capital, mergers and divisions apply
only to publiclimited-liability c ompanies;
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 in the legislation of certain Member States in the last
few years, permitting single-member private limited-liability companies,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 because itsshares have come to be held by a single shareholder; whereas, pendingthe coordination of national provisions on the laws relating to groups,Member States may lay down certain special provisions and penaltiesfor cases where a natural person is the sole member of several compa-nies or where a single-member company or any other legal person is thesole member of a company; whereas the sole aim of this provision is totake account of the differences which currently exist in certain nationallaws; whereas, for that purpose, Member States may in specific caseslay down restrictions on the use of single-member companies or removethe limits on the liabilities of sole members; whereas Member States arefree to lay down rules to cover the risks that single-member companies
(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.
1989L0667 — EN — 01.01.1995 — 001.001 — 3
▼B
may present as a consequence of having single 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 byan entry in a 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 suchcontracts 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,
▼
A1
—in Austria:
Aktiengesellschaft, Gesellschaft mit beschränkter Haftung,
—in Finland:
Osakeyhtiö/aktiebolag,
—in Sweden:
Aktiebolag.
▼B
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).
1989L0667 — EN — 01.01.1995 — 001.001 — 4
▼B
2. Member States may, pending coordination of national lawsrelating to groups, lay down special provisions or sanctions for caseswhere:
(a) a natural person is the sole member of several companies; or
(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) in the case of public limited companies as well, thisDirective shall apply.
Article 7
A Member State need not allow the formation of single-member compa-
nies where its legislation provides that an individual entrepreneur mayset up an undertaking the liability of which is limited to a sum devotedto a stated activity, on condition that safeguards are laid down for suchundertakings which are equivalent to those imposed by this Directive orby any other Community provisions applicable to the companiesreferred 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, in the case of companies already
in existence on 1 January 1992, this Directive shall not apply until 1January 1993.
3. Member States shall communicate to the Commission the texts of
the main provisions of national law which they adopt in the fieldcovered by this Directive.
Article 9
This Directive is addressed to the Member States.