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Second Company Law Directive
The Second Company Law Directive''2012/30/EU(sometimes also called the "Capital Directive") is a European Union Directive concerning the capital requirements of public companies that operating within the European Union. A number of its provisions have become increasingly controversial since its enactment in 1976, as many rules for the maintenance and alteration of capital have been abandoned within EU member states, particularly regarding the use of minimum capital (currently set at €25,000), and the accounting concept of nominal share value. Nevertheless, a large number of its rules are still seen as essential for the protection of creditors, to attempt to forestall insolvency. Contents *art 1, application to public limited companies, but investment companies and cooperatives can be completely exempted *art 2, information must be publicised when a company is incorporated on its name, objects, capital subscriptions, and governance rules *art 3, information to go to the registrar ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
European Union Directive
A directive is a legal act of the European Union that requires member states to achieve a particular result without dictating the means of achieving that result. Directives first have to be enacted into national law by member states before their laws are ruling on individuals residing in their countries. Directives normally leave member states with a certain amount of leeway as to the exact rules to be adopted. Directives can be adopted by means of a variety of legislative procedures depending on their subject matter. The text of a draft directive (if subject to the co-decision process, as contentious matters usually are) is prepared by the Commission after consultation with its own and national experts. The draft is presented to the Parliament and the Council—composed of relevant ministers of member governments, initially for evaluation and comment and then subsequently for approval or rejection. Justification There are justifications for using a directive rather than a r ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
European Union
The European Union (EU) is a supranational political and economic union of member states that are located primarily in Europe. The union has a total area of and an estimated total population of about 447million. The EU has often been described as a '' sui generis'' political entity (without precedent or comparison) combining the characteristics of both a federation and a confederation. Containing 5.8per cent of the world population in 2020, the EU generated a nominal gross domestic product (GDP) of around trillion in 2021, constituting approximately 18per cent of global nominal GDP. Additionally, all EU states but Bulgaria have a very high Human Development Index according to the United Nations Development Programme. Its cornerstone, the Customs Union, paved the way to establishing an internal single market based on standardised legal framework and legislation that applies in all member states in those matters, and only those matters, where the states have agreed to act ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Capital Maintenance
In economics, capital goods or capital are "those durable produced goods that are in turn used as productive inputs for further production" of goods and services. At the macroeconomic level, "the nation's capital stock includes buildings, equipment, software, and inventories during a given year." A typical example is the machinery used in factories. Capital can be increased by the use of the factors of production, which however excludes certain durable goods like homes and personal automobiles that are not used in the production of saleable goods and services. Adam Smith defined capital as "that part of man's stock which he expects to afford him revenue". In economic models, capital is an input in the production function. The total physical capital at any given moment in time is referred to as the capital stock (not to be confused with the capital stock of a business entity). Capital goods, real capital, or capital assets are already-produced, durable goods or any non-finan ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Minimum Capital
Minimum capital is a concept used in corporate law and banking regulation to stipulate what assets the organisation must hold as a minimum requirement. The purpose of minimum capital in corporate law is to ensure that in the event of insolvency or financial instability, the corporation has a sufficient equity base to satisfy the claims of creditors. Corporate law All public companies within the European Union are required to hold at least €25,000 in capital, although many countries go above this minimum requirement. The requirement is e.g. £50.000 in the United Kingdoms (England and Wales), of which at least 25% must be paid up (of the nominal amount and of any premium). Banking regulation *Basel II *Capital Requirements Directive * Leverage (finance) See also *Banking regulation * Corporate law *UK insolvency law United Kingdom insolvency law regulates companies in the United Kingdom which are unable to repay their debts. While UK bankruptcy law concerns the rules for ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Gebhard V Consiglio Dell'Ordine Degli Avvocati E Procuratori Di Milano
''Gebhard v Consiglio dell'Ordine degli Avvocati e Procuratori di Milano'' (1995C-55/94is an EU law case, concerning the freedom of establishment in the European Union. Facts A German lawyer called Mr Reinhard Gebhard from Stuttgart, lived in Milan, Italy. He called himself an "avvocato" and set up chambers to practice as a lawyer. He was suspended by the Milan Bar Council, because he had not been registered. Italian lawyers complained he used the title of 'avvocato' in his practice with mainly German customers in Milan. Judgment The Court of Justice held that it should be evaluated whether the Italian rules erected an obstacle to freedom of establishment. See also *European Union law European Union law is a system of rules operating within the member states of the European Union (EU). Since the founding of the European Coal and Steel Community following World War II, the EU has developed the aim to "promote peace, its valu ... Notes {{reflist, 2 References * Co ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Centros Ltd V Erhversus-og Selkabssyrelsen
''Centros Ltd v Erhvervs- og Selskabsstyrelsen'' (1999C-212/97is a European company law case, concerning the right of freedom of establishment. Facts Centros Ltd, a wine import and export business, was registered in the United Kingdom and applied in Denmark, where it traded, to register there. The Danish authority, Erhvervs- og Selskabsstyrelsen, refused on the basis that the company was attempting to circumvent the Danish requirement for companies to pay up a minimum of share capital. In Denmark this was 200,000 Danish kroner, while in the UK the minimum capital requirement was £1. The Danish registry justified its enforcement of the rule as a way to protect creditors and prevent fraudulent insolvency. Centros Ltd argued that it had the right to be recognised in Denmark under the provisions of freedom of establishment in the EC Treaty, articles 52, 56 and 58. The Danish court referred the matter to the European Court of Justice (ECJ). Judgment The European Court of Justice he ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Ãœberseering BV V Nordic Construction Company Baumanagement GmbH
''Überseering BV v Nordic Construction Company Baumanagement GmbH'' (2002C-208/00is a European company law case, concerning the right of freedom of establishment. Facts Überseering BV, a Dutch company, was told that because its shares had been all acquired by two German nationals but it had failed to reincorporate under German law, it had no legal identity in Germany and could not, therefore, enforce a contract to develop land in Düsseldorf against Nordic Construction. German law took the view that companies should only be recognised as having legal rights under the law where their "real" seat was. This was Germany (as Überseering was "really" operating there), but it could not have legal standing unless it was first incorporated under German law. Thus, German law did not follow the "incorporation" view, that it would acknowledge legal standing according to a foreign law when a company was incorporated in the Netherlands. Überseering BV argued that this represented a restri ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Kamer Van Koophandel En Fabrieken Voor Amsterdam V Inspire Art Ltd
''Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd'' (2003) C-167/01 is a leading corporate law case, concerning the EU law of freedom of establishment for companies. Facts The art company "Inspire Art Ltd" claimed that the Dutch law requirement for a minimum capital to operate in the Netherlands was an unjustified restriction on its right to freedom of establishment (now under TFEU article 49). The company was incorporated in the United Kingdom, which accords to the "incorporation theory" rather than the "real seat theory" of establishing a business in conflict of laws. It wished to carry out business in the Netherlands, running an Amsterdam art studio. Dutch law, however, applied to pseudoforeign companies to impose minimum capital requirements on businesses operating within the country. When the Dutch authorities required the company to comply with Dutch law, the question was whether that disproportionately interfered with Inspire Art Ltd's right to freedo ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
EU Company Law
The European Union (EU) is a supranational political and economic union of member states that are located primarily in Europe. The union has a total area of and an estimated total population of about 447million. The EU has often been described as a '' sui generis'' political entity (without precedent or comparison) combining the characteristics of both a federation and a confederation. Containing 5.8per cent of the world population in 2020, the EU generated a nominal gross domestic product (GDP) of around trillion in 2021, constituting approximately 18per cent of global nominal GDP. Additionally, all EU states but Bulgaria have a very high Human Development Index according to the United Nations Development Programme. Its cornerstone, the Customs Union, paved the way to establishing an internal single market based on standardised legal framework and legislation that applies in all member states in those matters, and only those matters, where the states have agreed to ac ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
UK Company Law
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandato ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
German Company Law
German company law (''Gesellschaftsrecht'') is an influential legal regime for companies in Germany. The primary form of company is the public company or ''Aktiengesellschaft'' (AG). A private company with limited liability is known as a ''Gesellschaft mit beschränkter Haftung'' (GmbH). A partnership is called a ''Kommanditgesellschaft'' (KG). History In Germany, through most of the 19th century the ''Kommanditgesellschaft'' (''société en commandite'' in France) was the typical form of business organisation. A "KG" had at least one member with unlimited liability, but other investors' liability was limited to their contribution. A special concession was not required for setting up this company. The first German public company statute was the Prussian Act of 1794. In 1861 the ''Allgemeines Deutsches Handelsgesetzbuch'' or the General Commercial Code for all of Germany, as well as Austria, was enacted, which devoted a section to joint stock companies. This allowed incorporation wi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
