EN 
 
 
OPINION OF THE EUROPEAN CENTRAL BANK 
of 16 December 2005 
at the request of the Slovene Ministry of Economic Affairs on the provisions of the draft Companies 
Act concerning redenomination resulting from the introduction of the euro 
(CON/2005/57) 
 1. On 22 November 2005 the European Central Bank  (ECB) received a request from the Slovene 
Ministry of Economic Affairs for an opinion on the provisions of the draft Companies Act concerning redenomination resulting from the introduction of the euro (hereinafter the ‘draft law’).  
2. The ECB’s competence to deliver an opinion is based on the first and sixth indents of Article 2(1) 
of Council Decision 98/415/EC of 29 June 1998 on the consultation of the European Central Bank 
by national authorities regarding draft legislative provisions
1, as the draft law contains provisions 
concerning currency matters and the stability of equity markets. In accordance with the first 
sentence of Article 17.5 of the Rules of Procedur e of the European Central Bank, the Governing 
Council has adopted this opinion. 
3. The draft law is the first Slovene legal act a ddressing the euro changeover on which the ECB has 
been consulted. Its objective is to lay down simp lified rules in relation to the redenomination into 
euro of the capital of public limited compan ies and limited liability companies. The ECB 
understands the draft law to be a first phase in the process of preparing the Slovene legal system for 
the introduction of the euro. It assumes that th e draft law will be supplemented by additional 
legislation, in particular the law governing the intr oduction of the euro referred to in the draft law’s 
transitional and final provisions. 
4. The ECB welcomes the Slovene Government’s initiative to start preparing early for the 
introduction of the euro, to ensure the timely im plementation of the measures necessary for the 
transition. 
5. However, regarding the name of the single cu rrency, the ECB notes that the Slovene language 
version of the draft law refers to the ‘evro’ in  the nominative singular case as opposed to the ‘euro’. 
The ECB would like to remind the Slovene authorities that Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro
2 stipulates that ‘… the currency of the 
                                                           
1  OJ L 189, 3.7.1998, p. 42. 
2  OJ L 139, 11.5.98, p. 1. Regulati on as amended by Regulation (EC) No  2596/2000 (OJ L 300, 29.11.2000, p. 2). 
2 participating Member States shall be the euro’3. Recital 2 to this Regulation notes that, at its 
meeting in Madrid on 15 and 16 December 1995, the European Council considered that ‘… the 
name of the single currency must be the same in all the official languages of the European Union, 
taking into account the existence of different alpha bets’. Taken together, these two provisions make 
it clear that the name of the single currency is the ‘euro’ and that this name should be identical in 
all legal acts published in Community languages. Furthermore, the ECB would like to note that new Member States are under an unquestionable legal obligation to comply with decisions taken by 
the European Council, pursuant to Article 5(3) of the Act concerning the conditions of accession
4. 
Thus, the conclusions of the Madrid European Council with regard to the name of the single 
currency are binding on the new Member States . The Community, as the exclusive holder of 
competence in monetary matters, determines alone the name of the single currency. As a single 
currency, the name of the euro needs to be identical in the nominative singular case in all 
Community languages to ensure that its singlen ess is apparent. On the basis of these legal 
considerations, and in view of th e supremacy of Community law, the ECB is of the opinion that the 
name of the single currency in the nominative singul ar case is legally required to be consistently 
rendered in all national legal acts as the ‘euro’5. 
6. Moreover, the reference in the draft law to ‘… conversion rate defined in the law governing the 
introduction of the euro’6 is not appropriate since Community secondary law on monetary matters, 
including the conversion rates adopted in accordan ce with Article 123(5) of the Treaty establishing 
the European Community, are directly applicable in the Member States. The conversion rate will 
be defined in a Community regulation. 
7. The provisions on redenomination of corporate equity do not of themselves raise any concerns; on 
the contrary, they appear to be helpful provisi ons which will facilitate the changeover process. The 
draft law facilitates the redenomination of the cap ital of public limited companies and limited 
liability companies by means of a simplified procedure, without any additional costs for 
companies, and settles the rounding problems that ma y occur as a result of such redenomination. It 
introduces provisions regarding the methods and pr ocedure for converting the nominal values of 
shares and the share capital of public limited comp anies and limited liability companies, as well as 
details regarding the euro change over procedure for these companies. 
8. Moreover, the draft law provides for non-par value sh ares   as  an alternative to redenomination of 
shares into euro. This solution was recomme nded by the European Commission as with non-par 
                                                           
3  See the English language version of Regulation (EC) No 974/ 98 and all the other official  language versions, with the 
exception of the Greek language version. 
4  Act concerning the conditions of accession of the Czech Republic, the Republic of Estonia, the Republic of Cyprus, the 
Republic of Latvia, the Republic of Lit huania, the Republic of Hungary, the Repub lic of Malta, the Republic of Poland, 
the Republic of Slovenia and the Slovak Re public and the adjustments to the Treaties on which the European Union is 
founded (OJ L 236, 23.9.2003, p. 33).  
5  See paragraph 10 of ECB Opinion CON/2005/21 of 14 June 2005 at the request of Lietuvos Bankas on a draft law on the 
adoption of the euro and Section 2.4 of ECB Opinion CON/2005/51 of 1 December 2005 on a proposal for a Council 
Regulation amending Regulation (EC) No 974/98 on the introduction of the euro. 
6  Article 693 of the draft law. 
3 value shares there is no need for phys ical exchange of share certificates7. The share prices can be 
adjusted by simple splitting and there is no need for capital adjustment. Furthermore, such shares 
are allowed by the Second Company Law Directive8. The provisions regarding the introduction of 
non-par value shares are welcome since th ey introduce flexibility and simplicity. 
9. This opinion will be published on the ECB’s website. 
  Done at Frankfurt am Main, 16 December 2005. 
 
[signed] 
 
The President of the ECB 
Jean-Claude TRICHET 
                                                           
7  See ‘The Impact of the introduction of the euro on cap ital markets’, Commission Communi cation (Euro Paper No 03, 
July 1997; available on the European Commission’ s website at www.europa.eu.int ), p. 3. 
8  Second Council Directive 77/91/EEC of 13 December 1976 on coor dination of safeguards which, for the protection of 
the interests of members and others, are required by Member  States of companies within the meaning of the second 
paragraph of Article 58 of the Treaty, in respect of th e formation of public limited liability companies and the 
maintenance and alteration of their capital, with a view to making such safeguards equivale nt (OJ L 26, 31.1.1977, p. 1). 
Directive as last amended by the Act concerning the conditions of accession.