European private company

from Wikipedia, the free encyclopedia

The European private company ( Latin Societas Privata Europaea , SPE ) was the planned legal form of a European corporation for small and medium-sized enterprises (SMEs). With it it should originally be possible from July 1, 2010 to set up small companies according to largely uniform legal principles within the European Union . It should complement the European Company (SE, European Company), which is geared towards larger companies .

The project initiated in 2009 to create a “Societas Privata Europaea” (SPE) was abandoned by the EU Commission on October 2, 2013 in favor of the project to create a Societas Unius Personae (SUP).

advantages

The SPE should enable small and medium-sized enterprises operating across Europe to set up subsidiaries with European-wide standards. You would then no longer be confronted with different legal bases in every EU member state. The aim was to save consulting costs and to establish a new company quickly and unbureaucratically. A cross-border transfer of the registered office should be possible without dissolving and re-establishing the company.

Founding conditions

According to the draft of the European Commission , the following key points applied:

  • Founders should be one or more natural or legal persons .
  • The minimum capital should be EUR 1 (if a solvency certificate is available, otherwise EUR 8,000).
  • It should be possible to separate the registered office from the administration.
  • The management bodies should be designed either according to the dualistic or the monistic model.
  • The taxation , the accounting and the handling of bankruptcies should be determined by national law.

Legislative process

The draft for the SPE was part of the European Commission's Small Business Act , which is intended to provide small and medium-sized enterprises with easier access to the EU's internal market .

On March 10, 2009 the draft was discussed and approved in the European Parliament. Co-determination should be regulated in a similar way to the procedure for the European company. A European register for the SPE should also be set up.

The Council of the European Union should still discuss the draft EC regulation .

On the 3rd / 4th December 2009 the European Competitiveness Council decided to revise the statute for a European private company. Therefore, the goal of making the SPE available by mid-2010 was not achieved. On the part of the national legislators there was various resistance to the SPE, which was also seen as competition to national legal forms (such as the UG (limited liability ) in Germany). On June 14, 2012, the German Bundestag finally discussed a petition with which the petitioners demanded approval for the immediate introduction of the European company form Societas Privata Europaea and decided to transfer the petition to the federal government - the Federal Ministry of Justice - as material and to the To give information to parliamentary groups in the German Bundestag.

The Federal Government recently explained its position on the SPE in response to a major question on the situation of SMEs. According to this, the introduction of the SPE is generally supported, but there are very different ideas about the structure across Europe. From a German point of view, u. a. stresses the protection of co-determination rights.

The Commission decided (under the REFIT7 ​​program) to withdraw the PES proposal due to persistent opposition to this project, “ and announced that it would instead present a proposal for an alternative measure to address at least some of the problems addressed in the PES proposal ". According to the PES proposal, further initiatives are to be launched "in order to improve the possibilities for cross-border activities by SMEs " (see: Societas Unius Personae ).

Web links

literature

  • Marcus Lutter, Walter Bayer, Jessica Schmidt: European corporate and capital market law. Basics, status and development along with texts and materials. 6th edition. De Gruyter, Berlin 2017, ISBN 978-3-11-045625-7 .
  • Stefanie Jung, Peter Krebs, Sascha Stiegler (eds.): Company law in Europe: manual . 1st edition. Nomos, Baden-Baden 2019, ISBN 978-3-8329-7539-5 .

Individual evidence

  1. ↑ Proposal for a Council Regulation on the Statute for a European Private Company (COM (2008) 396 final) , accessed on 19 January 2020 , Article 48 - Entry into force.
  2. ↑ SUP instead of SPE - Europa-GmbH 2nd attempt. In: www.reguvis.de. Reguvis Fachmedien, April 17, 2014, accessed on January 19, 2020 .
  3. ↑ a b Legislative resolution of the European Parliament of March 10, 2009 on the proposal for a Council regulation on the statute for a European private company. A6-0044 / 2009. In: www.europarl.europa.eu. European Parliament, March 10, 2009, accessed January 19, 2020 .
  4. ↑ Right of way for SMEs in Europe: The "Small Business Act". IP / 08/1003. In: ec.europa.eu. European Commission, June 24, 2008, accessed January 19, 2020 .
  5. ↑ Additional materials European private company. In: rsw.beck.de. beck aktuell - legislation, accessed on January 19, 2020 .
  6. ↑ Lukas Fantur: European Private Company - Politically Failed! In: Attorney News . Dworschak & Partner KG, Salzburg May 21, 2010, p. 30 ( fantur.at [PDF; 650 kB ; accessed on January 19, 2020]).
  7. ↑ Answer of the Federal Government to the big question of the MPs Andrea Wicklein, Rita Schwarzelühr-Sutter, Doris Barnett, other MPs and the parliamentary group of the SPD. (PDF) German Bundestag 17th electoral term for printed matter 17/12245. In: dipbt.bundestag.de. German Bundestag, February 1, 2013, pp. 142 ff. , Accessed on January 19, 2020 .
  8. ↑ Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on single partner limited liability companies (COM (2014) 212 final) , accessed on 19 January 2020 . P. 3.