22. 12. 86 Official Journal of the European Communities No C 328/43 
1.7. The Commission, for its part, is asked to draw 
up the medium-term programme without delay and to 
forward it to the Economic and Social Committee. 
2. Specific Comments 
2.1. The Committee notes that the proposal men­
tions the communication concerning guidelines for a 
medium-term policy in transport infrastructure dated 
14 December 1984. The Commission referred this to 
the Committee on 20 February 1985, and an opinion 
was issued on 25 September 1985 (1). The aims and 
criteria listed in Articles 1 and 2 of the proposal seem 
to match those of the communication. The Committee feels, however, that Article 2 of the proposal (criteria 
for eligibility for financial support) should cover the 
main criteria listed by the Committee in its 28 Septem­
ber 1983 opinion on the subject of the experimental 
programme in transport infrastructure (2). 
2.2. The Committee fears that the 390 million ECU 
proposed for the years 1987 to 1990 represents far 
too small an amount, particularly bearing in mind 
the contribution rates laid down in Article 3 and the 
financial record. 
(!) OJ No C 303, 25. 11. 1985, p. 6. (2) OJ No C 341, 19. 12. 1981, pp. 8 and 9. 
Done at Brussels, 18 September 1986. 
The Chairman 
of the Economic and Social Committee 
Gerd MUHR 
Opinion on the proposal for a Council Directive amending Directive 78/660/EEC on annual 
accounts and Directive 83/349/EEC on consolidated accounts as regards the scope of those 
Directives (*) 
(86/C 328/16) 
On 20 May 1986 the Council decided to consult the Economic and Social Committee, 
under Article 54 of the Treaty establishing the European Economic Community, on the 
abovementioned proposal. 
The Section for Industry, Commerce, Crafts and Services, which was responsible for preparing 
the Committee's work on the subject, adopted its opinion on 3 September 1986, in the light 
of the report by Mr d'Elia. 
At its 239th plenary session (meeting of 18 September 1986), the Economic and Social 
Committee adopted the following opinion by 81 votes to 18, with three abstentions: 
1. The Committee approves the proposal, which 
supplements the Fourth Directive of 25 July 1978 on 
annual accounts (2) and the Seventh Directive of 13 June 
1983 on consolidated accounts (3). The proposal extends 
the field of application of these Directives to partner­
ships, limited partnerships and unlimited companies 
(J) OJ No C 144, 11. 6. 1986, p. 10. 
(2) OJ No L 222, 1978. 
(3) OJ No L 193, 1983. in which all the members with unlimited liability are 
themselves public or private limited companies. 
2. The Committee agrees with the Commission that 
the aim of the proposal is fully justified by the existence 
within the Community of a large and steadily growing 
number of partnerships, limited partnerships and 
unlimited companies. Failure to subject these companies 
to the same accounting requirements as public or pri­
vate limited companies would be contrary to the spirit 
of the Fourth and Seventh Directives. 
No C 328/44 Official Journal of the European Communities 22. 12. 86 
3. Finally, the Committee notes that the large num- small firms laid down in Articles 11 and 27 of the 
ber of small firms which would be affected by Fourth Directive and Article 6 (1) of the Seventh Direc­
tive proposal will still qualify for the exemptions for tive. 
Done at Brussels, 18 September 1986. 
The Chairman 
of the Economic and Social Committee 
Gerd MUHR 
APPENDIX 
The following amendment, drawn up on the basis of the Section opinion, was defeated by the Committee 
during the discussion: 
Text of the opinion to be replaced by the following: 
'1. The Section disagrees with the proposal, which supplements the Fourth Directive of 25 July 1978 on 
annual accounts (OJ No L 222, 1978) and the Seventh Directive of 13 June 1983 on consolidated accounts 
(OJ No L 193, 1983). The proposal extends the field of application of these Directives to partnerships, limited 
partnerships and unlimited companies in which all the members with unlimited liability are themselves public 
or private limited companies. 
2. The Section notes that the present proposal, unlike all the other directives on company law which have 
been adopted or are pending, concerns not only limited companies but also, for the first time, partnerships. 
This represents a dangerous precedent for extending the scope of other directives which do not apply to 
partnerships. 
3. The Section also notes that in one Member State the proposal would make the annual accounts of 
around 60 000 partnerships subject to disclosure, and in some cases auditing requirements. As such firms are 
almost exclusively small and medium-sized, the small firms sector in particular will have to shoulder an 
unreasonable burden. The proposal contradicts the declared intention of the European Council of 2 and 
3 December 1985 to free small firms from unnecessary constraints and handicaps. 
4. Finally, the Section notes that the problem of partnerships made up solely of members with limited 
liability was already known when the Fourth and Seventh Company Law Directives were adopted and that 
it was deliberately left to the Member States to decide whether such enterprises should have to abide by the 
same disclosure and auditing rules as limited companies. Issuing directives to correct legal decisions taken by 
the Member States cannot be the purpose of the harmonization based on Article 54 (3) (g) of the EEC Treaty.' 
Reasons 
The proposed Directive does not fit in with moves in the EEC to do away with red tape and promote the 
small firms sector. It forces the Member States to amend yet again laws which they have just aligned with 
each other and places a burden almost exclusively on smaller firms. During the discussions on the Fourth 
and Seventh EEC Company Law Directives the question of treating a partnership made up solely of limited 
companies as a partnership of personally liable members was debated thoroughly, and it was unanimously 
decided that any decision would be left up to national legislators. The present proposal is not even justified 
by the need to protect creditors and third parties, because a public limited company, for instance, as a 
personally liable member of a partnership offers better protection for creditors than a natural person. 
Voting: 
For: 21, Against: 70, Abstentions: 6.