Proposal for a COUNCIL DIRECTIVE adapting certain directives in the field of company law, by reason of the accession of Croatia
Date: 2013-02-08
Institutions: European Commission
Subjects: Croatia, accession to the European Union, approximation of laws, company law, directive (EU)

EUROPEAN 
COMMISSION 

Brussels, 8.2.2013  
COM(2013) 61 final 

2013/0040 (NLE) 

Proposal for a 

COUNCIL DIRECTIVE 

adapting certain directives in the field of company law, by reason of the accession of 
Croatia 

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EXPLANATORY MEMORANDUM 

1. 

CONTEXT OF THE PROPOSAL 

The  proposal  for  a  Council  Directive  adapting  certain  directives  in  the  field  of 
company law is necessitated by the upcoming accession of the Republic of Croatia to 
the European Union. 

The  Treaty  concerning  the  accession  of  the  Republic  of  Croatia  to  the  European 
Union1 was signed by all Member States of the European Union and the Republic of 
Croatia at Brussels on 9 December 2011. 

Article  3  (3)  of  the  Treaty  of  Accession  provides  that  it  shall  enter  into  force  on  1 
July 2013 provided that all the instruments of ratification have been deposited before 
that date. 

Article 3(4) of the Treaty of Accession enables the institutions of the Union to adopt 
before accession measures referred to, inter alia, in Article 50 of the Act concerning 
the  conditions  of accession of the Republic of Croatia2. These measures  shall enter 
into  force  only  subject  to  and  on  the  date  of  the  entry  into  force  of  the  Treaty  of 
Accession. 

Article  50  of  the  Act  of  Accession  provides  that  where  acts  of  the  institutions 
adopted  prior  to  accession  require  adaptation  by  reason  of  accession,  and  the 
necessary  adaptations  have  not  been  provided  for  in  this  Act  or  its  Annexes,  the 
Council  or  the  Commission  (if  the  original  acts  were  adopted  by  the  Commission) 
shall adopt the necessary acts.  

Point 2 of the Final Act3 refers to the political agreement on a set of adaptations to be 
adopted  by  the  institutions  which  was  reached  between  the  Member  States  and 
Croatia  in  the  context  of  the  approval  of  the  Treaty  of  Accession;  the  High 
Contracting  Parties  of  the  Treaty  of  Accession  invited  the  Council  and  the 
Commission to adopt these adaptations before accession in accordance with Article 
50 of the Act of Accession, completed and updated where necessary to take account 
of the evolution of the law of the Union. 

The present proposal for a Council Directive covers the technical adaptations to all 
Council  directives  as  well  as to  European  Parliament  and  Council  directives  which 
require  technical  adaptations  by  reason  of  the  accession  of  Croatia  in  the  field  of 
company law – corresponding to negotiation chapter 6. All these adaptations are of a 
technical nature. 

This  proposal  is  part  of  a  series  of  proposals  for  Council  directives  by  the 
Commission  to  the  Council  which  regroup  the  technical  adaptations  to  Council 
directives as well as to European Parliament and Council directives corresponding to 
negotiation  chapters  into  separate  proposals  for  different  Council  directives.  This 

1 
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3 

OJ L 112, 24.4.2012, p. 10. 
OJ L 112, 24.4.2012, p. 21. 
OJ L 112, 24.4.2012, p. 95. 

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structure  is  designed  to  facilitate  the  transposition  of  the  directives  concerned  by 
Member States into their respective legal orders. The package of proposals for legal 
acts which the Commission has transmitted to the Council is composed of this series 
of  proposals  for  Council  directives  on  the  one  hand,  as  well  as  of  a  proposal  for  a 
single  Council  regulation  which  covers  the  relevant  European  Parliament  and 
Council  regulations  and  decisions  as  well  as  the  relevant  Council  regulations  and 
decisions on the other hand. This is in line with the approach which was taken in the 
past in view of the accession of Bulgaria and Romania4. 

It is foreseen that all the legal acts included in this package will be published in the 
Official Journal of the European Union at the same date. 

The present proposal and the other proposals included in this package will take into 
account  technical  adaptations  to  the  acquis  which  were  published  in  the  Official 
Journal  of  the  European  Union  until  1  September  2012.  The  reasons  for  this  are  to 
provide sufficient time for the legislative processes involved on the one hand, and for 
the  fulfilment  of  the  ensuing  transposition  and  notification  obligations  by  Member 
States as regards directives on the other hand. Adaptations which may be necessary 
to  the  acquis  published  in  the  Official  Journal  of  the  European  Union  after  1 
September  2012  will  be  foreseen  in  the  relevant  acts  themselves  or  done  at  a  later 
stage  through  the  appropriate  procedure.  In  addition,  the  Commission  intends  to 
informally provide a list of such legislation to Member States in early July 2013. 

2. 

RESULTS OF CONSULTATIONS WITH THE INTERESTED PARTIES AND 
IMPACT ASSESSMENTS 

As  this  proposal  is  of  a  purely  technical  nature  and  does  not  involve  any  political 
choices, consultations with interested parties or impact assessments would not have 
made sense. 

4 

OJ L 363, 20.12.2006, p. 1. 

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3. 

LEGAL ELEMENTS OF THE PROPOSAL 

The legal basis for the proposal is Article 50 of the Act concerning the conditions of 
accession of the Republic of Croatia. 

The  principles  of subsidiarity and  proportionality are fully respected. The action of 
the  Union  is  necessary  under  the  principle  of  subsidiarity  (Article  5  (3)  TEU) 
because  it  concerns  technical  adaptations  to  legal  acts  which  were  enacted  by  the 
Union.  The  proposal  respects  the  principle  of  proportionality  (Article  5  (4)  TEU) 
because it does not go beyond what is necessary to reach the objective pursued. 

4. 

BUDGETARY IMPLICATION 

The proposal has no Union budgetary implications.  

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2013/0040 (NLE) 

Proposal for a 

COUNCIL DIRECTIVE 

adapting certain directives in the field of company law, by reason of the accession of 
Croatia 

THE COUNCIL OF THE EUROPEAN UNION, 

Having regard to the Treaty on the Functioning of the European Union, 

Having regard to the Treaty of Accession of the Republic of Croatia, and in particular Article 
3(4) thereof, 

Having regard to the Act of Accession of the Republic of Croatia, and in particular Article 50 
thereof, 

Having regard to the proposal from the Commission, 

Whereas: 

(1) 

(2) 

Pursuant to Article 50 of the Act of Accession, where acts of the institutions adopted 
prior  to  accession  require  adaptation  by  reason  of  accession,  and  the  necessary 
adaptations  have  not  been  provided  for  in  the  Act  of  Accession  or  its  Annexes,  the 
Council, acting by qualified majority on a proposal from the Commission, shall, to this 
end, adopt the necessary acts, if the original act was not adopted by the Commission. 

The Final Act of the Conference which drew up the Treaty of Accession indicated that 
the High Contracting Parties had reached political agreement on a set of adaptations to 
acts  adopted  by  the  institutions  required  by  reason  of  accession  and  invited  the 
Council  and  the  Commission  to  adopt  these  adaptations  before  accession,  completed 
and updated where necessary to take account of the evolution of the law of the Union. 

(3) 

Directives 77/91/EEC1, 78/660/EEC2 83/349/EEC3, 2009/101/EC4, 2009/102/EC5 and 
2011/35/EU6 should therefore be amended accordingly, 

1 
2 
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4 
5 
6 

OJ L 26, 31.1.1977, p. 1. 
OJ L 222, 14.8.1978, p. 11 
OJ L 193, 18.7.1983, p. 1. 
OJ L 258, 1.10.2009, p.11. 
OJ L 258, 1.10.2009, p. 20. 
OJ L 110, 29.4.2011, p.1. 

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HAS ADOPTED THIS DIRECTIVE: 

Article 1 

Directives  77/91/EEC,  78/660/EEC  83/349/EEC,  2009/101/EC,  2009/102/EC  and 
2011/35/EU shall be amended as set out in the Annex. 

Article 2 

1. 

Member States shall adopt and publish, by the date of accession of the Republic of 
Croatia to the European Union at the latest, the laws, regulations and administrative 
this  Directive.  They  shall  forthwith 
provisions  necessary 
communicate to the Commission the text of those provisions.  

to  comply  with 

They  shall  apply  those  provisions  from  the  date  of  accession  of  the  Republic  of 
Croatia to the European Union. 

When  Member  States  adopt  those  provisions,  they  shall  contain  a  reference  to  this 
Directive  or  be  accompanied  by  such  a  reference  on  the  occasion  of  their  official 
publication. Member States shall determine how such reference is to be made. 

2. 

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. 

This Directive shall enter into force subject to, and as from the date of the entry into force of 
the Treaty of Accession of the Republic of Croatia. 

Article 3 

Article 4 

This Directive is addressed to the Member States. 

Done at Brussels,  

For the Council 
The President 

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COMPANY LAW 

ANNEX  

A. 

1. 

2. 

3. 

4. 

COMPANY LAW 

31977  L  0091:  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 (OJ L 26, 31.1.1977, p. 1): 

The following is inserted in Article 1(1) between the entries for France and Germany 

– 

'in Croatia: 

dioničko društvo.' 

32009  L  0101:  Directive  2009/101/EC  of  the  European  Parliament  and  of  the 
Council  of  16  September  2009  on  coordination  of  safeguards  which,  for  the 
protection  of  the  interests  of  members  and  third  parties,  are  required  by  Member 
States of companies within the meaning of the second paragraph of Article 48 of the 
Treaty, with a view to making such safeguards equivalent (OJ L 258, 1.10.2009, p. 
11): 

The following is inserted in Article 1 between the entries for France and Italy: 

– 

'Croatia: 

dioničko društvo, društvo s ograničenom odgovornošću;'. 

32009  L  0102:  Directive  2009/102/EC  of  the  European  Parliament  and  of  the 
Council of 16 September 2009 in the area of company law on single-member private 
limited liability companies (OJ L 258, 1.10.2009, p. 20): 

In Annex I, the following is inserted between the entries for France and Italy: 

– 

'Croatia: 

društvo s ograničenom odgovornošću, dioničko društvo,'. 

32011 L 0035 Directive 2011/35/EU of the European Parliament and of the Council 
of 5 April 2011 concerning mergers of public limited liability companies (OJ L 110, 
29.4.2011, p.1): 

The following is inserted in Article 1(1) between the entries for France and Italy: 

'Croatia: 

dioničko društvo.' 

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B. 

1. 

ACCOUNTING STANDARDS 

31978  L  0660:  Fourth  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 
(OJ L 222, 14.8.1978, p. 11): 

(a)  The following is added to Article 1(1), first subparagraph: 

– 

'in Croatia: 

dioničko društvo, društvo s ograničenom odgovornošću.' 

(b)  The following is added to Article 1(1), second subparagraph: 

'(bb) in Croatia: 

javno trgovačko društvo, komanditno društvo'. 

2. 

31983  L  0349:  Seventh  Council  Directive  83/349/EEC  of  13  June  1983  based  on 
Article 54(3)(g) of the Treaty on consolidated accounts (OJ L 193, 18.7.1983, p. 1): 

The following is added to Article 4(1) first subparagraph: 

'(bb) in Croatia: 

dioničko društvo, društvo s ograničenom odgovornošću.' 

EN 

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