Company Law (European Union)

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The company law of the European Union is a branch of the European secondary law , which deals with the legal forms permitted for companies and their points of contact in the market.

Specific legal form regulations

The following legal forms are regulated at the level of the European Union and can be used in all EU countries:

The introduction of the European private company ( Latin Societas Privata Europaea , abbreviated SPE), which was originally planned for July 2010, was abandoned on October 2, 2013 in favor of the project to create the one-person company ( Societas Unius Personae , SUP).

Company law guidelines

Corporate governance principles / rights of corporate interest groups (stakeholders)

  • Directive 2009/101 / EC of the European Parliament and of the Council of 16 September 2009 on the coordination of the protective provisions that are prescribed in the member states for companies within the meaning of Article 48 (2) of the Treaty in the interests of the shareholders and third parties to make these provisions equivalent to make
    (before 21 October 2009: first Council Directive (publicity) 68/151 / EEC of 9 March 1968 on coordination of safeguards which, in the Member States of companies within the meaning of Article 58, paragraph 2 of the Treaty in the interest of Shareholders and third parties are required to make these provisions equivalent)
  • Directive 2012/30 / EU of the European Parliament and of the Council of 25 October 2012 on the coordination of the protective provisions in the member states for companies within the meaning of Article 54 (2) of the Treaty on the Functioning of the European Union in the interests of shareholders and third parties for the establishment of the stock corporation as well as for the maintenance and change of its capital are prescribed in order to make these provisions equivalent
    (Before December 4, 2012: Second Directive (minimum capital requirements for listed companies) 77/91 / EEC of the Council of December 13, 1976 for coordination the protective provisions that are prescribed in the member states for companies within the meaning of Article 58 paragraph 2 of the contract in the interests of the shareholders and third parties for the establishment of the stock corporation and for the maintenance and change of their capital in order to make these provisions equivalent)
  • Draft Fifth Directive (Structure of Listed Companies) ; failed for the time being
  • Draft of the ninth guideline (corporate group) on corporate groups; failed for the time being
  • Eleventh Directive (branch) 89/666 / EEC of the Council of December 21, 1989 on the disclosure of branches established in one member state by companies of certain legal forms that are subject to the law of another country
  • Directive 2009/102 / EC of the European Parliament and of the Council of September 16, 2009 in the field of company law concerning limited liability companies with a single partner
    (Before October 21, 2009: Twelfth Directive (one-man company) 89/667 / EEC of Council of December 21, 1989 in the field of company law relating to single-member limited liability companies)
  • Draft Fourteenth Directive (relocation) on the cross-border relocation of the corporate seat of limited liability companies; not yet adopted
  • Directive 2007/36 / EC of the European Parliament and of the Council of July 11, 2007 on the exercise of certain rights by shareholders in listed companies

Corporate restructuring

  • Directive 2011/35 / EU of the European Parliament and of the Council of April 5, 2011 on the merger of joint stock companies
    (Before July 1, 2011: Third Directive (merger of listed companies) 78/855 / EEC of the Council of October 9, 1978 in accordance with Article 54 Paragraph 3 Letter g) of the Agreement on the Merger of Public Companies)
  • Sixth Council Directive (split-off of listed companies) 82/891 / EEC of December 17, 1982 pursuant to Article 54 (3) (g) of the Treaty on the split-off of public limited companies
  • Tenth Directive (Cross-Border Merger) 2005/56 / EC, amended by Directive 2009/109 / EC of the European Parliament and of the Council of September 16, 2009 amending Directives 77/91 / EEC, 78/855 / EEC and 82 / 891 / EEC of the Council and Directive 2005/56 / EC with regard to the reporting and documentation requirements for mergers and divisions
  • Thirteenth Directive (Takeover) 2004/25 / EC of April 21, 2004 relating to takeover bids

Annual accounts and audit

  • Fourth Council Directive (annual accounts) 78/660 / EEC of 25 July 1978 based on Article 54 Paragraph 3 Letter g) of the Treaty on the annual accounts of certain legal forms of companies
  • Seventh Directive (consolidated financial statements) 83/349 / EEC of the Council of 13 June 1983 based on Article 54 paragraph 3 letter g) of the Treaty on consolidated financial statements
  • Directive 2014/56 / EU of the European Parliament and of the Council of April 16, 2014 amending Directive 2006/43 / EC on statutory audits of annual accounts and consolidated accounts
    (before April 16, 2014, Directive 2006/43 / EC of the European Parliament and of the Council of 17 May 2006 on auditing of annual accounts and consolidated accounts, amending Council Directives 78/660 / EEC and 83/349 / EEC and repealing Council Directive 84/253 / EEC (Text with relevance to the EEA)
    (Before May 17, 2006: Eighth Directive (Auditor) 84/253 / EEC of the Council of April 10, 1984 on the basis of Article 54 Paragraph 3 Letter g) of the Treaty on the approval of the persons entrusted with the statutory audit of accounting documents)

Web links

literature

  • Mathias Habersack : European company law. Introduction for study and practice. CH Beck, Munich 2006, ISBN 978-3-406-53876-6 .
  • Stefan Grundmann : European company law. A systematic presentation taking into account European capital market law. CF Müller, Heidelberg 2004, ISBN 978-3-8114-2609-2 .
  • Lutter, Marcus / Bayer, Walter / Schmidt, Jessica: European corporate and capital market law. Basics, status and development along with texts and materials. De Gruyter, Berlin 2017, ISBN 978-3-11-045625-7 .
  • Jung, Stefanie / Krebs, Peter / Stiegler, Sascha: Company law in Europe. Manual. Nomos, Baden-Baden 2019, ISBN 978-3-8329-7539-5 .

Individual evidence

  1. ↑ SUP instead of SPE - Europa-GmbH 2nd attempt. Bundesanzeigerverlag, April 17, 2014, accessed October 25, 2014 .