Consultation by the European Commission, DG MARKT: Single-member limited liability companies
Åpen konsultasjon igangsatt av Kommisjonen 6.6.2013
BAKGRUNN (fra Kommisjonens spørreskjema, engelsk utgave)
In its 2012 Action Plan on European company law and corporate governance, the Commission stated that European SMEs (small and medium-sized enterprises) have an essential role to play in strengthening the EU economy, especially in the face of the economic crisis. Significant work has already been done to make life easier for SMEs in a number of areas in which they seem to have problems, including actions following the 2011 review of the Small Business Act. As regards company law in particular, the Commission believes that SMEs need simpler and less burdensome conditions for doing business across the EU and it remains a clear priority for the Commission to take concrete measures in this regard.
In view of the lack of progress in the negotiations of the proposal of the European Private Company (SPE) Statute, the 2012 public consultation showed that stakeholders were hesitant to continue the negotiations on this proposal, but at the same time keen to explore alternative measures.
The purpose of this consultation is to get more in-depth information on whether the harmonisation of national laws with regard to single-member limited liability companies would actually provide companies, and in particular SMEs, with simple, flexible and well-known rules across the EU and reduce the costs they are currently facing. The responses will be taken into account in assessing the need for and impact of a possible new instrument.
The existence of single-member limited liability companies is foreseen by the 12th company law directive (Directive 2009/102/EC in the area of company law on single-member private limited liability companies). This directive provides only very limited harmonisation of national laws and does not address the key issues such as, inter alia, registration requirements, creditors' protection, transfer of seat, minimum capital requirements, dissolution. All these issues are left for regulation at a national level.
It seems that the costs and risks involved in having to deal with several different national legal systems often prevent companies from expanding their activities abroad. In addition, the lack of trust in foreign corporate legal forms may make the participation of SMEs in the Internal Market more difficult. The existing measures facilitating the mobility of companies, i.e. the cross-border mergers directive and SE Regulation, as well as the case-law of the Court of Justice, do not address all SMEs' needs.
Therefore, the questionnaire contains questions about the need for legislative action at the EU level, together with questions about its possible content and barriers that currently exist for companies that want to increase their presence in the Internal Market.
Responses to this consultation should be concise, focused specifically on the questions raised and sent no later than 15/09/2013.
The answers to the questionnaire (to be found below) should be given on-line or, if there is a need to send attachments, to email@example.com
Private Limited Liability Companies: See the list of such companies in Directive 2009/102/EC, Annex I,