COMMISSION STAFF WORKING DOCUMENT Implementation Plan Accompanying Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on single-member private limited liability companies
Date: 2014-04-09
Institutions: European Commission
Subjects: business management, company member, partnership, private limited company, registration of a company, share capital













EUR-Lex - 52014SC0125 - EN











|



52014SC0125

COMMISSION STAFF WORKING DOCUMENT Implementation Plan Accompanying Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on single-member private limited liability companies /* SWD/2014/0125  */









1.
 Implementation Plan for Directive 2014/ …EU on the single-member private limited
liability companies
2.
Contact point:  
Bartlomiej
KURCZ, Dorota LYSZKOWSKA-BECHER
Directorate General Internal Market and
Services
Corporate governance, social responsibility
(F2)
Tel.: +32 229-63865
Email:
Bartlomiej.KURCZ@ec.europa.eu,
Dorota.LYSZKOWSKA-BECHER@ec.europa.eu

Webpage:
http://ec.europa.eu/internal_market/company/index_en.htm
2.
Deliverables and implementation challenges
The implementation of this Directive
into national law is particularly complex and challenging due to several
possible transposition options that arise because of the flexible structure of
the chosen instrument. 
Furthermore, the level of complexity
increases due to the fact that the two sets of rules (harmonised and
non-harmonised) could be available to companies. This leaves the scope of manoeuvre
for Member States and contributes to the difficulty of the implementation
process.
Moreover, the interplay between the
Directive and existing national law and the obligation for Member States to
allow for  a direct on-line registration procedure might be challenging, especially
for those MS that do not such procedures at the moment.
The compliance challenges may,
therefore, include some costs for Member States which need to be carefully
planned.
Therefore, the level of assistance would
vary from Member to Member State and would depend on the digitalisation of the
existing business register and/or coordination between different regional
business registers if there is no central business register.
The timing challenges are also not to be
underestimated. The Directive requires the adoption of the two implementing
acts by the Commission, which are needed by the Member States to finalise the
transposition process. However, it is crucial, that Member States start the
transposition process right after the adoption of the directive in order to implement
it on time.
Support
Actions:
a)
The Commission will support the transposition of the Directive into national
law by
-       
Providing
help with regard to possible options of transposition. This could help Member
States to decide which implementation solution best fits their legal tradition.
-       
Setting
up a network (in the form of electronic forum or other), where Member States
can informally exchange information on the transposition process among each
other without the need of a formalised process. A list with contact details of
the national authorities in charge could be made available. 
-       
Setting
up a website (DG MARKT domain), where all implementation related information will
be placed. The website could also provide the option for Member States to ask questions.

-       
Organising
a workshop with MS and bilateral meetings, if needed. In those meetings best
practice examples could be presented, problems could be discussed and working
groups could be established in order to develop appropriate solutions
-       
Helping
Member States to deal with the IMI cooperation and E-identification as regards on-line
registration
-       
Preparing
an information and promotion campaign for companies
 Before transposition deadline || After transposition deadline 
 Before adoption of the implementing acts (within 6 months after the entry into force of the directive ) || After the adoption of the implementing acts (within 18 months after the entry into force of the Directive) ||   
 Help on the transposition options ||   || Information and promotion campaign for companies 
 Bilateral/multilateral meetings || Workshops with MS and bilateral meetings (COMM- MS), if needed ||   
 Setting up the network/forum ||   ||   
 Setting up a website ||   ||   
b)
The Member States will support the transposition of the Directive into national
law by
-       
Actively
taking part in the bilateral/multilateral meetings set up by the Commission.
Member States will present their solutions to each other and the Commission and
contribute to the different working groups.
-       
Ensuring
that they name people in charge for the transposition process and provide their
contact details to the Commission and allow the Commission to share this information
with the Member States in order to guarantee a flow of information.
-       
Preparing
an implementation plan in order to ensure the timely and full transposition
into national law.
-       
Sharing
information about the implementation (in meetings or upon demand by another Member State or the Commission).
-       
Preparing
explanatory documents which would explain in detail how each of the provisions
of the directive was implemented into national law 
-       
Ensuring
that sufficient resources are made available at national level, especially with
regard to on-line aspect of the proposal.
-       
Ensuring
effective coordination in case of a decentralised register structure.
 Before transposition deadline || After transposition deadline 
 Before adoption of the implementing acts (within 6 months after the entry into force of the directive ) || After the adoption of the implementing acts (within 18 months after the entry into force of the Directive) ||   
 Sharing information || Sharing information || Explanatory documents on transposition 
 Workshops with MS and bilateral meetings (COMM- MS), if needed || Workshops with MS and bilateral meetings (COMM- MS), if needed ||   
 Implementation plan and sufficient resources ||   ||   
   || On-line registration gradually put in place, effective coordination between national business registers (if there is more than one) ||