Proposal for a Directive of the European Parliament and of the Council in the area of company law on single-member private limited-liability companies (Codified version)
Date: 2008-06-09
Institutions: European Commission
Subjects: codification of EU law, company law, private limited company

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COMMISSION OF THE EUROPEAN COMMUNITIES 

Brussels, 9.6.2008 
COM(2008) 344 final 

2008/0109 (COD) 

Proposal for a 

DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL 

in the area of company law on single-member private limited-liability companies 

(Codified version) 

(presented by the Commission) 

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EXPLANATORY MEMORANDUM 

In  the  context  of  a  people’s  Europe,  the  Commission  attaches  great  importance  to 
simplifying  and  clarifying  Community  law  so  as  to  make  it  clearer  and  more 
accessible to the ordinary citizen, thus giving him new opportunities and the chance 
to make use of the specific rights it gives him. 

This aim cannot be achieved so long as numerous provisions that have been amended 
several times, often quite substantially, remain scattered, so that they must be sought 
partly  in  the  original  instrument  and  partly  in  later  amending  ones.  Considerable 
research work, comparing many different instruments, is thus needed to identify the 
current rules. 

For  this  reason  a  codification  of  rules  that  have  frequently  been  amended  is  also 
essential if Community law is to be clear and transparent. 

On  1  April  1987  the  Commission  therefore  decided1  to  instruct  its  staff  that  all 
legislative acts should be codified after no more than ten amendments, stressing that 
this  is  a  minimum  requirement  and  that  departments  should  endeavour  to  codify  at 
even  shorter  intervals  the  texts  for  which  they  are  responsible,  to  ensure  that  the 
Community rules are clear and readily understandable. 

The  Conclusions  of 
the  Edinburgh  European  Council 
(December 1992) confirmed this2, stressing the importance of codification as it offers 
certainty as to the law applicable to a given matter at a given time. 

the  Presidency  of 

Codification  must  be  undertaken  in  full  compliance  with  the  normal  Community 
legislative procedure. 

Given  that  no  changes  of  substance  may  be  made  to  the  instruments  affected  by 
codification, the European Parliament, the Council and the Commission have agreed, 
by  an  interinstitutional  agreement  dated  20  December  1994,  that  an  accelerated 
procedure may be used for the fast-track adoption of codification instruments. 

The  purpose  of  this  proposal  is  to  undertake  a  codification  of  Twelfth  Council 
Company  Law  Directive 89/667/EEC  of  21  December  1989  on  single-member 
private  limited-liability  companies3.  The  new  Directive  will  supersede  the  various 
acts  incorporated  in  it4;  this  proposal  fully  preserves  the  content  of  the  acts  being 
codified  and  hence  does  no  more  than  bring  them  together  with  only  such  formal 
amendments as are required by the codification exercise itself. 

COM(87) 868 PV. 
See Annex 3 to Part A of the Conclusions. 
Carried out pursuant to the Communication from the Commission to the European Parliament and the 
Council – Codification of the Acquis communautaire, COM(2001) 645 final. 
See Annex II, Part A of this proposal. 

1. 

2. 

3. 

4. 

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5. 

The codification proposal was drawn up on the basis of a preliminary consolidation, 
in all official languages, of Directive 89/667/CEE and the instruments amending it, 
carried out by the Office for Official Publications of the European Communities, by 
means  of  a  data-processing  system.  Where  the  Articles  have  been  given  new 
numbers,  the  correlation  between  the  old and  the  new  numbers  is  shown  in  a  table 
contained in Annex III to the codified Directive. 

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(cid:208) 89/667/EEC (adapted) 

2008/0109 (COD) 

Proposal for a 

DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL 

⌦ In the area of company law ⌫ on single-member private limited-liability companies 

(Text with EEA relevance) 

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, 

Having  regard  to  the  Treaty  establishing  the  European  Community,  and  in  particular 
Article 44 thereof, 

Having regard to the proposal from the Commission, 

Having regard to the opinion of the European Economic and Social Committee1, 

Acting in accordance with the procedure laid down in Article 251 of the Treaty2, 

Whereas: 

(1) 

(2) 

(cid:208)  

Twelfth  Council  Company  Law  Directive  89/667/  EEC  of  21  December  1989  on 
single-member  private  limited-liability  companies3  has  been  substantially  amended 
several  times4.  In  the  interests  of  clarity  and  rationality  the  said  Directive  should  be 
codified. 

(cid:208) 89/667/EEC Recital 1 

Certain  safeguards  which,  for  the  protection  of  the  interests  of  members  and  others, 
are  required  by  Member  States  of  companies  and  firms  within  the  meaning  of  the 
second  paragraph  of  Article  48  of  the  Treaty  should  be  coordinated  with  a  view  to 
making such safeguards equivalent throughout the Community. 

1 
2 
3 

4 

OJ C […], […], p. […]. 
OJ C […], […], p. […]. 
OJ L 395, 30.12.1989, p. 40 Directive as last amended by Directive 2006/99/CE (OJ L 363, 20.12.2006, 
p. 137). 
See Annex II, Part A. 

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(cid:208) 89/667/EEC Recital 2 (adapted) 

the 

throughout 

Community ⌫5,  ⌦ Fourth 

In this field, ⌦ [First Council ⌫ Directive 68/151/EEC. ⌦ of 9 March 1968] on co-
ordination  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,  with  a  view  to  making  such  safeguards 
equivalent 
Council 
Directive ⌫ 78/660/EEC ⌦ of 25 July 1978 based on Article 54(3)(g) of the Treaty 
on the annual accounts of certain types of companies ⌫6 and ⌦ Seventh Council ⌫ 
Directive 83/349/EEC ⌦ of 13 June 1983 based on the Article 54(3)(g) of the Treaty 
on  consolidated  accounts ⌫7,  on  disclosure,  the  validity  of  commitments,  nullity, 
annual  accounts  and  consolidated  accounts,  apply  to  all  share  capital  companies. 
⌦ However, [Second Council ⌫ Directive 77/91/EEC ⌦ of 13 December 1976] on 
coordination  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 the formation of public limited 
liability companies and the maintenance and alteration of their capital, with a view to 
making such safeguards equivalent ⌫8, ⌦ Third Council Directive ⌫ 78/855/EEC 
⌦ of 9 October 1978 based on Article 54(3)(g) of the Treaty concerning mergers of 
Council ⌫ 
public 
Directive 82/891/EEC  ⌦ of  17  December  1982  based  on  Article  54(3)(g)  of  the 
Treaty,  concerning  the  division  of  public  limited  liability  companies ⌫10,  on 
formation  and  capital,  mergers  and  divisions,  apply  only  to  public  limited-liability 
companies. 

companies ⌫9, 

and  ⌦ Sixth 

liability 

limited 

(cid:208) 89/667/EEC Recital 5 (adapted) 

A  legal  instrument  ⌦ is  required ⌫  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 his undertaking. 

(cid:208) 89/667/EEC Recital 6 (adapted) 

A private limited-liability company may be a single-member company from the time 
of  its  formation,  or  may  become  one  because  its  shares  have  come  to  be  held  by  a 
single  shareholder.  Pending  the  coordination  of  national  provisions  on  the  laws 
relating  to  groups,  Member  States  may  lay  down  certain  special  provisions  and 
penalties for cases where a natural person is the sole member of several companies or 
where  a  single-member  company  or  any  other  legal  person  is  the  sole  member  of  a 
company.  The  sole  aim  of  this  provision  is  to  take  account  of  the  differences  which 

OJ L 65, 14.3.1968, p. 8. Directive as last amended by Directive 2006/99/EC. 
OJ L 222, 14.8.1978, p. 11. Directive as last amended by Directive 2006/99/EC. 
OJ L 193, 18.7.1983, p. 1. Directive as last amended by Directive 2006/99/EC. 
OJ L 26, 30.1.1977, p. 1. Directive as last amended by Directive 2006/99/EC. 
OJ  L  295,  20.10.1978,  p.  36.  Directive  as  last  amended  by  Directive  2007/63/EC  of  the  European 
Parliament and of the Council (OJ L 300, 17.11.2007, p. 47). 
OJ L 378, 31.12.1982, p. 47. Directive as amended by Directive 2007/63/EC. 

(3) 

(4) 

(5) 

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exist in certain national laws. For that purpose, Member States may in specific cases 
lay down restrictions on the use of single-member companies or remove the limits on 
the liabilities of sole members. Member States are free to lay down rules to cover the 
risks  that  single-member  companies  may  present  as  a  consequence  of  having  single 
members, particularly to ensure that the subscribed capital is paid. 

(6) 

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 by an entry in a register accessible to 
the public. 

(cid:208) 89/667/EEC Recital 7  

(7) 

Decisions  taken  by  the  sole  member  ⌦ exercising  the  powers  of  the ⌫  general 
meeting must be recorded in writing. 

(cid:208) 89/667/EEC Recital 8 (adapted) 

(8) 

Contracts  between  a  sole  member  and  his  company  as  represented  by  him  must 
likewise  be  recorded  in  writing,  insofar  as  such  contracts  do  not  relate  to  current 
operations concluded under normal conditions. 

(cid:208) 89/667/EEC Recital 9 

(9) 

This  Directive  should  be  without  prejudice  to  the  obligations  of  the  Member  States 
relating  to  the  time-limits  for  transposition  into  national  law  and  application  of  the 
Directives set out in Annex II, Part B, 

(cid:208) 

HAVE ADOPTED THIS DIRECTIVE: 

Article 1 

(cid:208) 89/667/EEC (adapted) 

The  coordination  measures  prescribed  by  this  Directive  shall  apply  to  the  laws,  regulations 
and administrative provisions of the Member States relating to the types of company ⌦ listed 
in Annex I. ⌫ 

(cid:208) 89/667/EEC 

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-member company). 

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2.  Member  States  may,  pending  coordination  of  national  laws  relating  to  groups,  lay  down 
special provisions or sanctions for cases where: 

(a) 

(b) 

a natural person is the sole member of several companies; or 

a  single-member  company  or  any  other  legal  person  is  the  sole  member  of  a 
company. 

(cid:208) 89/667/EEC (adapted) 

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  the  identity  of  the  sole  member,  must  either  be 
recorded in the file or entered in the register ⌦ as referred to in ⌫ Article [3(1) and (2)] of 
Directive [68/151/EEC] or be entered in a register kept by the company and accessible to the 
public. 

(cid:208) 89/667/EEC 

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  represented  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. 

Where  a  Member  State  allows  single-member  companies  as  defined  by  Article  2(1)  in  the 
case of public limited companies as well, this Directive shall apply. 

Article 6 

(cid:208) 89/667/EEC (adapted) 

Article 7 

A  Member  State  need  not  allow  the  formation  of  single-member  companies  where  its 
legislation provides that an individual entrepreneur may set up an undertaking the liability of 

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which is limited to a sum ⌦ dedicated ⌫ to a stated activity, 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. 

Member  States  shall  communicate  to  the  Commission  the  texts  of  the  main  provisions  of 
national law which they adopt in the field covered by this Directive. 

Article 8 

(cid:208)  

Article 9 

Directive 89/667/EEC, as amended by the Acts listed in Annex II, Part A, is repealed, without 
prejudice to the obligations of the Member States relating to the time-limits for transposition 
into national law and application of the Directives set out in Annex II, Part B. 

References  to  the  repealed  Directive  shall  be  construed  as  references  to  this  Directive  and 
shall be read in accordance with the correlation table in Annex III. 

This Directive shall enter into force on the twentieth day following that of its publication in 
the Official Journal of the European Union. 

Article 10 

(cid:208) 89/667/EEC 

Article 11 

This Directive is addressed to the Member States. 

Done at Brussels, […] 

For the European Parliament 
The President 
[…] 

For the Council 
The President 
[…]

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(cid:207) 

ANNEX I 

⌦ Types of companies referred to in Article 1 ⌫ 

(cid:208) 89/667/EEC Art. 1 (adapted) 

– 

Belgium: 

Société  privée  à  responsabilité  limitée  /  besloten  vennootschap  met  beperkte 
aansprakelijkheid; 

– 

Bulgaria: 

Дружество с ограничена отговорност, акционерно дружество; 

(cid:208) 2006/99/CE Art. 1 and Annex 
pt A.4 (adapted) 

– 

the Czech Republic: 

Společnost s ručením omezeným; 

– 

Denmark: 

Anpartsselskaber; 

– 

Germany: 

Gesellschaft mit beschränkter Haftung; 

– 

Estonia: 

Aktsiaselts, osaühing; 

(cid:208) 2003 Act of Accession, Art. 20 
and Annex II, p. 340 

(cid:208) Corrigendum 89/667/EEC 
(OJ L 232, 2.9.1999, p. 34) 

(cid:208) 89/667/EEC 

(cid:208) 2003 Act of Accession, Art. 20 
and Annex II, p. 340 

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– 

Ireland: 

Private company limited by shares or by guarantee; 

(cid:208) 89/667/EEC 

– 

Greece: 

Εταιρεία περιορισµένης ευθύνης; 

(cid:208) Corrigendum 89/667/EEC 
(OJ L 232, 2.9.1999, p. 34) 

(cid:208) 89/667/EEC 

– 

– 

– 

– 

– 

– 

– 

Spain: 

Sociedad de responsabilidad limitada; 

France 

Société à responsabilité limitée; 

Italy 

Società a responsabilità limitata; 

(cid:208) 2003 Act of Accession, Art. 20 
and Annex II, p. 340 

Cyprus: 

Ιδιωτική εταιρεία περιορισµένης ευθύνης µε µετοχές ή µε εγγύηση; 

Latvia: 

Sabiedrība ar ierobežotu atbildību; 

Lithuania: 

Uždaroji akcinė bendrovė; 

– 

Luxembourg: 

Société à responsabilité limitée; 

(cid:208) 89/667/EEC 

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(cid:208) 2003 Act of Accession, Art. 20 
and Annex II, p. 340 

– 

– 

Hungary: 

Korlátolt felelősségű társaság, részvénytársaság; 

Malta: 

Kumpanija privata/Private limited liability company; 

– 

the Netherlands: 

Besloten vennootschap met beperkte aansprakelijkheid; 

(cid:208) 89/667/EEC 

– 

Austria: 

Aktiengesellschaft, Gesellschaft mit beschränkter Haftung; 

(cid:208) 1994 Act of Accession, Art. 29 
and Annex 1 

– 

Poland: 

Spółka z ograniczoną odpowiedzialnością; 

– 

Portugal: 

Sociedade por quotas; 

– 

Romania: 

Societate cu răspundere limitată; 

(cid:208) 2003 Act of accession, Art. 20 
and Annex II, p. 340 

(cid:208) 89/667/EEC 

(cid:208) 2006/99/EC Art. 1 and Annex 
pt A.4 (adapted) 

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(cid:208) 2003 Act of Accession, Art. 20 
and Annex II, p. 340 

(cid:208) 1994 Act of Accession, Art. 29 
and Annex 1 

– 

– 

– 

– 

Slovenia: 

Družba z omejeno odgovornostjo; 

Slovakia: 

Spoločnosť s ručením obmedzeným; 

Finland: 

Osakeyhtiö/aktiebolag; 

in Sweden: 

Aktiebolag; 

– 

the United Kingdom: 

Private company limited by shares or by guarantee. 

__________ 

(cid:208) 89/667/EEC 

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(cid:207) 

ANNEX II 

Part A 

Repealed Directive with list of its successive amendments 
(referred to in Article 9) 

Council Directive 89/667/EEC  
(OJ L 395, 30.12.1989, p. 40) 

Annex I, point XI.A of the 1994 Act of Accession 
(OJ C 241, 29.8.1994, p.194) 

Annex II, point 4.A of the 2003 Act of Accession 
(OJ L 236, 23.9.2003, p. 338) 

Council Directive 2006/99/EC 
(OJ L 363, 20.12.2006, p. 137) 

Only point A.4 of the Annex 

Part B 

List of time-limits for transposition into national law and application 
(referred to in Article 9) 

Directive 

Time-limit for transposition 

Date of application 

89/667/EEC 

31 December 1991 

1 January 1993 in the case of 
companies already in 
existence on 1 January 1992 

2006/99/EC 

1 January 2007 

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ANNEX III 

CORRELATION TABLE 

Directive 89/667/EEC 

This Directive 

Article 1 introductory words 

Article 1, first to 27th indents 

Articles 2 to 7 

Article 8(1) 

Article 8(2) 

Article 8(3) 

- 

- 

Article 9 

- 

- 

- 

Article 1 

Annex I 

Articles 2 to 7 

- 

- 

Article 8 

Article 9 

Article 10 

Article 11 

Annex I 

Annex II 

Annex III 

_____________ 

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