No C 173/10 Official Journal of the European Communities 2. 7. 88 
II 
(Preparatory Acts) 
COMMISSION 
Proposal for a Twelfth Council Directive on company law concerning single-member private 
limited companies 
COM(88) 101 final — SYN 135 
(Submitted by the Commission on 19 May 1988) 
(88/C 173/10) 
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; 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; 
Whereas it is important to provide a legal instrument 
allowing the limitation of liability of the individual entre­
preneur throughout the Community; 
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 the fact that all the shares have come to be held 
by a single shareholder should be disclosed; 
Whereas in this field Council Directives 68/151/EEC ('), 
78/660/EEC O 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 O and 82/891/EEC (6) on formation and 
capital, mergers and divisions apply only to public 
limited companies; Whereas decisions taken by the sole member in his 
capacity as general meeting should be recorded in 
writing; 
Whereas agreements between the sole member and the 
company should likewise be recorded in writing, 
Whereas the SME action programme was approved by 
the Council on 3 November 1986; 
HAS ADOPTED THIS DIRECTIVE: 
0) OJ No L 65, 14. 3. 1968, p. 8. 
O OJ No L 222, 14. 8. 1978, p. 11. 
O OJ No L 193, 18. 7. 1983, p. 1. 
(4) OJ No L 26, 30. 1. 1977, p. 1. 
O OJ No L 295, 20. 10. 1978, p. 36. 
(•) OJ No L 378, 31. 12. 1982, p. 42. 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: 
2. 7. 88 Official Journal of the European Communities No C 173/11 
— in Belgium: 
la societe privee a responsabilite limitee/de personen-
vennootschap met beperkte aansprakelijkheid, 
— 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\ etaipia TtEpiopion^vri; euSuvni;, 
— 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. 
2. A single-member company whose sole member is a 
legal person may not be the sole member of another 
company. 
3. Where the sole member is a legal person, Member 
States shall provide that either: 
(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 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 4 
1. The sole member shall exercise the powers of the 
general meeting of the company and may not delegate 
them. 
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. 
No C 173/12 Official Journal of the European Communities 2. 7. 88 
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. 
Proposal for a Council Directive amending Directive 85/3/EEC on the weights, dimensions and 
certain other technical characteristics of certain road vehicles 
COM(88) 286 final 
(Submitted by the Commission on 25 May 1988) 
. (88/C 173/11) 
THE COUNCIL OF THE EUROPEAN COMMUNITIES, 
Having regard to the Treaty establishing the European 
Economic Community, and in particular Article 75 
thereof, 
Having regard to the proposal from the Commission, 
Having regard to the opinion of the European 
Parliament, 
Having regard to the opinion of the Economic and 
Social Committee, 
Whereas Directive 85/3/EEC ('), as amended by 
Directive 86/360/EEC (2), lays down maximum auth­
orized dimensions of all vehicles intended for the 
transport of goods above 3,5 tonnes and maximum auth­
orized vehicle weights and axle weights only of five- or 
six-axle combined vehicles and trailers forming part of 
combined vehicles; 
Whereas the maximum authorized vehicle weight and 
drive axle weight of two-axle rigid vehicles should be 
fixed as well, 
HAS ADOPTED THIS DIRECTIVE: 
Article 1 
Council Directive 85/3/EEC is hereby amended as 
follows: 1. Article 7 is replaced by the following: 
Article 7 
After consulting the Commission, Member States shall 
take the measures necessary to comply with this 
Directive: 
— as from 1 July 1986 as regards application of all 
provisions other than Article 4 and Annex II, as 
well as points 2.3 and 3.4 of Annex I, 
— as from 1 January 1990 as regards the application 
of Article 4, point 2.3 of Annex I and Annex II, 
— as from 1 January 1992 as regards the application 
of point 3.4 of Annex I. 
Member States shall inform the Commission of the 
measures they take to implement this Directive.'. 
2. The following point is inserted in Annex I: 
'2.3. Two-axle rigid vehicles 18 tonnes'; 
3. Point 3.4 of Annex I is replaced by the following: 
'3.4. Driving axle of vehicles referred to in points 2.2 
and 2.3 11,5 tonnes'. 
O OJ No L 2, 3. 1. 1985, p. 14. 
(2) OJ No L 217, 5. 8. 1986, p. 19. Article 2 
This Directive is addressed to the Member States.