CELEX: 51988PC0101
Language: en
Date: 1988-05-18
Title: PROPOSAL FOR A TWELFTH COUNCIL DIRECTIVE ON COMPANY LAW CONCERNING SINGLE-MEMBER PRIVATE LIMITED COMPANIES

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,                            Whereas reforms in the legislation of certain Member
                                                                    States in the last few years, permitting single-member
                                                                    private limited companies, have created divergences
Having regard to the Treaty establishing the European               between the laws of the Member States;
Economic Community, and in particular Article 54
thereof,
                                                                    Whereas it is important to provide a legal instrument
Having regard to the proposal from the Commission,                  allowing the limitation of liability of the individual entre-
                                                                    preneur throughout the Community;
In cooperation with the European Parliament,
                                                                    Whereas a private limited company may be a single-
Having regard to the opinion of the Economic and                    member company from the time it is formed, or may
Social Committee,                                                   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
Whereas certain safeguards which, for the protection of             should be established for companies with a legal person
the interests of members and others, are required by                as their sole member;
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-
                                                                    Whereas the fact that all the shares have come to be held
guards equivalent throughout the Community;
                                                                    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      Whereas decisions taken by the sole member in his
 disclosure, the validity of commitments, nullity, annual            capacity as general meeting should be recorded in
 accounts and consolidated accounts apply to all                    writing;
 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
                                                                    Whereas agreements between the sole member and the
 limited companies;
                                                                     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.                                                          Article 1
 O   OJ  No L 222, 14. 8. 1978, p. 11.
 O   OJ  No L 193, 18. 7. 1983, p. 1.                                The coordination measures prescribed by this Directive
 (4) OJ  No L 26, 30. 1. 1977, p. 1.                                 shall apply to the laws, regulations and administrative
 O   OJ  No L 295, 20. 10. 1978, p. 36.                              provisions of the Member States relating to the following
 (•) OJ  No L 378, 31. 12. 1982, p. 42.                              types of company:
 ---pagebreak---  2. 7. 88                                 Official Journal of the European Communities                            No C 173/11
 — in Belgium:                                                           to be held by a single person, that liability is not
     la societe privee a responsabilite limitee/de personen-             incurred unless another member has not been found
     vennootschap met beperkte aansprakelijkheid,                        within one year,
 — in Denmark:                                                       or
     anpartsselskaber,
                                                                     (b) a minimum capital is fixed for the single-member
 — in Germany:                                                           company and both the company and the sole
                                                                         member are companies which at their balance sheet
     die Gesellschaft mit beschrankter Haftung,                          dates do not exceed the limits of two of the three
                                                                         criteria in Article 27 of Directive 78/660/EEC. If
 — in Spain:                                                             one of the companies exceeds the limits and the
     la sociedad de responsabilidad limitada,                            situation is not regularized in the year following the
                                                                         balance sheet date, the sole member shall have
— in France:                                                             unlimited liability for the obligations of the single-
                                                                         member company arising after the balance sheet
     la societe a responsabilite limitee,
                                                                         date.
— in Greece:
     r\ etaipia TtEpiopion^vri; euSuvni;,                                                      Article 3
— in Ireland:                                                       Where a company becomes a single-member company
                                                                    because all its shares come to be held by a single person,
     the private     company      limited  by   shares  or  by      that fact shall be recorded in the file or entered in the
     guarantee,                                                     register within the meaning of Article 3 (1) and (2) of
                                                                    Directive 68/151/EEC.
— in Italy:
     la societa a responsabilita limitata,
                                                                                              Article 4
— in Luxembourg:                                                     1.   The sole member shall exercise the powers of the
     la societe a responsabilite limitee,                           general meeting of the company and may not delegate
                                                                    them.
— in the Netherlands:
     de besloten vennootschap met beperkte aansprake-               2.    Decisions taken by the sole member in the field
     lijkheid,                                                      referred to in paragraph 1 shall be recorded in minutes.
— in Portugal:
                                                                                              Article 5
     a sociedade por quotas,
                                                                     1.   Agreements between the sole member and the
— in the United Kingdom:                                            company shall be drawn up in writing.
    the private      company      limited  by  shares   or  by
    guarantee.                                                      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
                            Article 2
                                                                    incorporation of the company.
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                                       Article 6
company shall be nominative.                                        Where a Member State allows the formation of a single-
                                                                    member public limited company, the rules of this
2.     A single-member company whose sole member is a               Directive shall apply.
legal person may not be the sole member of another
company.
                                                                                              Article 7
3.     Where the sole member is a legal person, Member              A Member State may decide not to apply this Directive
States shall provide that either:                                   where its legislation provides that an individual busi-
                                                                    nessman may set up an undertaking whose liability is
(a) the legal person has unlimited liability for the                limited to a sum devoted to a stated activity, on
     company's obligations arising during the period of             condition that safeguards are laid down for such under-
     the person's sole membership. However, Member                  takings which are equivalent to those imposed by
     States may provide that where a legal person                   Community law on the companies to which this
     becomes a sole member, because all the shares come             Directive applies.
 ---pagebreak--- No C 173/12                             Official Journal of the European Communities                                    2. 7. 88
                          Article 8                                3.     Member States shall communicate to the
                                                                   Commission the text of the main provisions of national
1.    Member States shall bring into force the laws,               law which they adopt in the field covered by this
regulations and administrative provisions necessary to             Directive.
comply with this Directive by 1 January 1990. They shall
inform the Commission thereof.
2.    Member States may provide that in the case of                                            Article 9
companies already in existence on 1 January 1990 this
Directive shall not apply until 1 January 1991.                    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,                            1. Article 7 is replaced by the following:
Having regard to the Treaty establishing the European                   Article 7
Economic Community, and in particular Article 75
thereof,                                                               After consulting the Commission, Member States shall
Having regard to the proposal from the Commission,                     take the measures necessary to comply with this
                                                                       Directive:
Having regard      to   the    opinion   of   the   European
Parliament,                                                            — as from 1 July 1986 as regards application of all
                                                                           provisions other than Article 4 and Annex II, as
Having regard to the opinion of the Economic and                           well as points 2.3 and 3.4 of Annex I,
Social Committee,
                                                                       — as from 1 January 1990 as regards the application
Whereas Directive 85/3/EEC ('), as amended by
                                                                            of Article 4, point 2.3 of Annex I and Annex II,
Directive 86/360/EEC (2), lays down maximum auth-
orized dimensions of all vehicles intended for the
                                                                       — as from 1 January 1992 as regards the application
transport of goods above 3,5 tonnes and maximum auth-
                                                                            of point 3.4 of Annex I.
orized vehicle weights and axle weights only of five- or
six-axle combined vehicles and trailers forming part of
                                                                       Member States shall inform the Commission of the
combined vehicles;
                                                                       measures they take to implement this Directive.'.
Whereas the maximum authorized vehicle weight and
drive axle weight of two-axle rigid vehicles should be              2. The following point is inserted in Annex I:
fixed as well,
                                                                       '2.3. Two-axle rigid vehicles                 18 tonnes';
 HAS ADOPTED THIS DIRECTIVE:
                                                                    3. Point 3.4 of Annex I is replaced by the following:
                          Article 1
Council Directive 85/3/EEC is hereby amended as                        '3.4. Driving axle of vehicles referred to in points 2.2
follows:                                                               and 2.3                                     11,5 tonnes'.
                                                                                               Article 2
O OJ No L 2, 3. 1. 1985, p. 14.
 (2) OJ No L 217, 5. 8. 1986, p. 19.                                This Directive is addressed to the Member States.