No C 152/10 Official Journal of the European Communities 20. 6. 89 
Amended proposal for a Twelfth Council Directive on company law concerning single-member 
private limited companies (') 
COM(89) 193 final — SYN 135 
(Submitted by the Commission pursuant to Article 149 (3) of the EEC Treaty on 29 May 1989) 
(89/C 152/07) 
O OJ No C 173, 2. 7. 1988, p. 10. 
INITIAL PROPOSAL 
THE COUNCIL OF THE EUROPEAN COMMUNITIES, AMENDED PROPOSAL 
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, 
In cooperation with the European Parliament, 
Having regard to the opinion of the Economic and 
Social Committee, 
Whereas certain safeguards which, for the protection of 
the interests of members and others, are required by 
Member States of companies or firms within the meaning 
of the second paragraph of Article 58 of the Treaty 
should be coordinated with a view to making such safe­
guards equivalent throughout the Community; Having regard to the Treaty establishing the European 
Economic Community, and in particular Article 54 
thereof, 
Having regard to the proposal from the Commission ('), 
In cooperation with the European Parliament, 
Having regard to the opinion of the Economic and 
Social Committee (2), 
Unchanged 
Whereas in this field Council Directives 68/151/EEC ('), 
78/660/EEC (2) and 83/349/EEC (3) concerning 
disclosure, the validity of commitments, nullity, annual 
accounts and consolidated accounts apply to all 
companies, while Council Directives 77/91/EEC (4), 
78/855/EEC (5) and 82/891/EEC (6) on formation and 
capital, mergers and divisions apply only to public 
limited companies; Unchanged 
(') OJ No L 65, 14. 3. 1968, p. 8. 
O OJ No L 222, 14. 8. 1978, p. 11. 
(3) OJ No L 193, 18. 7. 1983, p. 1. 
(4) OJ No L 26, 30. 1. 1977, p. 1. 
(5) OJ No L 295, 20. 10. 1978, p. 36. 
(*) OJ No L 378, 31. 12. 1982, p. 42. 0) OJ No C 173, 2. 7. 1988, p. 10. 
(2) OJ No C 318, 12. 12. 1988, p. 9. 
20. 6. 89 Official Journal of the European Communities No C 152/11 
INITIAL PROPOSAL 
Whereas the SME action programme was approved by 
the Council on 3 November 1986; AMENDED PROPOSAL 
Unchanged 
Whereas reforms in the legislation of certain Member 
States in the last few years, permitting single-member 
private limited companies, have created divergences 
between the laws of the Member States; Unchanged 
Whereas it is important to provide a legal instrument 
allowing for limitation of the liability of the individual 
entrepreneur throughout the Community; Whereas it is important to provide by means of this 
Directive a legal instrument allowing the limitation of 
liability of the individual entrepreneur throughout the 
Community, without prejudice to the laws of the Member 
States which, in exceptional circumstances, require that 
entrepreneur to be liable for the obligations of the 
company; 
Whereas a private limited company may be a single-
member company from the time it is formed, or may 
become so because its shares have come to be held by a 
single shareholder; the shares of a single-member 
company should be nominative and certain conditions 
should be established for companies with a legal person 
as their sole member; Whereas a private limited company may be a single-
member company from the time it is formed, or may 
become so because its shares have come to be held by a 
single shareholder; the shares of a single-member 
company should be nominative, and the Member States 
may, until such time as their laws are coordinated, lay 
down certain special provisions for cases where a natural 
person is the sole member of serveral companies or where 
a single-member company or any other legal person is the 
sole member of a company; 
Whereas the fact that all the shares have come to be held 
by a single shareholder should be disclosed; Whereas the fact that all the shares have come to be held 
by a single shareholder should be disclosed by means of 
entry in a register accessible to the public; 
Whereas the letters and the order forms of the company 
should indicate that it is a single-member company; 
Whereas decisions taken by the sole member in his 
capacity as general meeting should be recorded in 
writing; Unchanged 
Whereas agreements between the sole member and the 
company should likewise be recorded in writing, Whereas contracts between the sole member and the 
company should likewise be recorded in writing, 
No C 152/12 Official Journal of the European Communities 20. 6. 89 
INITIAL PROPOSAL 
HAS ADOPTED THIS DIRECTIVE: AMENDED PROPOSAL 
HAD ADOPTED THIS DIRECTIVE: 
Article 1 
The coordination measures prescribed by this Directive 
shall apply to the laws, regulations and administrative 
provisions of the Member States relating to the following 
types of company: Article 1 
Unchanged 
— in Belgium: 
la societe de personnes a responsabilite limitee/de 
personenvennootschap met beperkte aansprake-
lijkheid, 
— in Denmark: 
anpartsselskaber, 
— in Germany: 
die Gesellschaft mit beschrankter Haftung, 
— in Spain: 
la sociedad de responsabilidad limitada, 
— in France: 
la societe a responsabilite limitee, 
— in Greece: 
r\ exaipeia 7t£ptopian£vr|c, eu^uvnc,, 
— in Ireland: 
the private company limited by shares or by 
guarantee, 
— in Italy: 
la societa a responsabilita limitata, 
— in Luxembourg: 
la societe a responsabilite limitee, 
— in the Netherlands: 
de besloten vennootschap met beperkte aansprake-
lijkheid, 
— in Portugal: 
a sociedade por quotas, 
— in the United Kingdom: 
the private company limited by shares or by 
guarantee. 
Article 2 
1. A company may have a sole member, either when it 
is formed or when all the shares come to be held by a 
single person (single-member company). Shares in such a 
company shall be nominative. Article 2 
1. Unchanged 
20. 6. 89 Official Journal of the European Communities No C 152/13 
INITIAL PROPOSAL AMENDED PROPOSAL 
2. A single-member company whose sole member is a 
legal person may not be the sole member of another 
company. 2. The Member States may, until such time as their 
laws relating to groups are coordinated, lay down special 
provisions for cases where: 
(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. 
3. Where the sole member is a legal person, Member 
States shall provide that either: Deleted 
(a) the legal person has unlimited liability for the 
company's obligations arising during the period of 
the person's sole membership. However, Member 
States may provide that where a legal person 
becomes a sole member, because all the shares come 
to be held by a single person, that liability is not 
incurred unless another member has not been found 
within one year, or 
(b) a minimum capital is fixed for the single-member 
company and both the company and the sole 
member are companies which at their balance sheet 
dates do not exceed the limits of two of the three 
criteria in Article 27 of Directive 78/660/EEC. If 
one of the companies exceeds the limits and the 
situation is not regularized in the year following the 
balance sheet date, the sole member shall have 
unlimited liability for the obligations of the single-
member company arising after the balance sheet 
date. 
Article 2a 
The letters and order forms referred to in Article 4 of 
Directive 68/151/EEC shall also indicate that the 
company is a single-member 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 shall be recorded in the file or entered in the 
register within the meaning of Article 3 (1) and (2) of 
Directive 68/151/EEC. Article 3 
Where a company becomes a single-member company 
because all its shares come to be held by a single person, 
that fact shall either be recorded in the file or entered in 
the register within the meaning of Article 3 (1) and (2) 
of Directive 68/151/EEC, or be entered in a register 
held by the company and accessible to the public. The 
shares shall, if they are not already such, be converted 
into nominative shares. 
Article 4 
1. The sole member shall exercise the powers of the 
general meeting of the company and may not delegate 
them. Art ike I 4 
1. The sole member shall exercise the powers of the 
general meeting of the company. 
No C 152/14 Official Journal of the European Communities 20. 6. 89 
INITIAL PROPOSAL 
2. Decisions taken by the sole member in the field 
referred to in paragraph 1 shall be recorded in minutes. 
Article 5 
1. Agreements between the sole member and the 
company shall be drawn up in writing. 
2. The possibility of any agreement between the sole 
member and the company represented by that member 
must be provided for in the statutes or instrument of 
incorporation of the company. 
Article 6 
Where a Member State allows the formation of a single-
member public limited company, the rules of this 
Directive shall apply. 
Article 7 
A Member State may decide not to apply this Directive 
where its legislation provides that an individual busi­
nessman may set up an undertaking whose liability is 
limited to a sum devoted to a stated activity, on 
condition that safeguards are laid down for such under­
takings which are equivalent to those imposed by 
Community law on the companies to which this 
Directive applies. 
Article 8 
1. Member States shall bring into force the laws, 
regulations and administrative provisions necessary to 
comply with this Directive by 1 January 1990. They shall 
inform the Commission thereof 
2. Member States may provide that in the case of 
companies already in existence on 1 January 1990 this 
Directive shall not apply until 1 January 1991. 
3. 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 9 
This Directive is addressed to the Member States. AMENDED PROPOSAL 
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 the 
company shall be recorded in minutes or drawn up in 
writing. 
2. The possibility of any contract between the sole 
member and the company represented by that member 
must be provided for in the statutes or instrument of 
incorporation of the company. 
Article 6 
Unchanged 
Article 7 
A Member State may decide not to allow the formation 
of a single-member company where its legislation 
provides that an individual businessman may set up an 
undertaking whose liability is limited to a sum devoted to 
a stated acitivity, on condition that safeguards are laid 
down for such undertakings which are equivalent to 
those imposed by this Directive or by any other 
Community provisions applicable to the companies 
referred to in Article 1. 
Article 8 
Unchanged 
Unchanged 
Article 9 
Unchanged