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European corporate law
European corporate law
is a part of European Union
European Union
law, which concerns the formation, operation and insolvency of corporations in the European Union. There is no substantive European company law as such, although a host of minimum standards are applicable to companies throughout the European Union. All member states continue to operate separate companies acts, which are amended from time to time to comply with EU Directives and Regulations. There is, however, also the option of businesses to incorporate as a Societas Europaea
Societas Europaea
(SE), which allows a company to operate across all member states.

Contents

1 History 2 Types 3 European treaties 4 Harmonised fields of national law

4.1 Formations and civil law 4.2 Corporate governance 4.3 Capital maintenance 4.4 Mergers and acquisitions 4.5 Accounting and audit 4.6 Market regulation

5 See also 6 Notes 7 References 8 External links

History[edit] Main articles: History of company law
History of company law
and History of the European Union There have been, since the European Community was founded in 1957, a series of directives creating minimum standards for business across the European Union. A central aim restated in each Directive is to reduce the barriers to freedom of establishment of businesses in the European Union
European Union
through a process of harmonising the basic laws. The object is that when laws are harmonised, business will not be deterred by different or more onerous laws, but at the same time harmonisation provides a basic level of protection for investors in each member state, none of which are forced into regulatory competition. Types[edit]

Name (in Latin) Abbrev. English translation Established Number of registrations[1] (2014) Comment

Societas Europaea SE European company 2004 2423

Societas cooperativa Europaea SCE European cooperative society 2006

Societas privata Europaea SPE European private company (proposed)

proposal withdrawn, foreseen alternative: SUP

Societas unius personae SUP Sole proprietorship (proposed) N/A

N/A EEIG European economic interest grouping 1985 several thousand (e.g. ARTE)

Fundatio Europaea FE European foundation (proposed) N/A

European treaties[edit] Main article: Regulatory competition

v t e

Freedom of establishment
Freedom of establishment
cases

TFEU arts 49-55

R (Daily Mail and General Trust plc) v Treasury
R (Daily Mail and General Trust plc) v Treasury
(1988) Case 81/87

Gebhard v Avvocati e Procuratori di Milano (1995) C-55/94

Centros Ltd v Erhvervs- og Selskabsstyrelsen (1999) C-212/97

Überseering BV v Nordic Construction GmbH
Überseering BV v Nordic Construction GmbH
(2002) C-208/00

Kamer van Koophandel v Inspire Art Ltd
Kamer van Koophandel v Inspire Art Ltd
(2003) C-167/01

Cartesio Oktató és Szolgáltató bt (2008) C-210/06

Commission v Germany (2007)
Commission v Germany (2007)
C-112/2005

The Rosella
The Rosella
or ITWF v Viking Line ABP
ITWF v Viking Line ABP
(2007) C-438/05

Demir and Baykara v Turkey
Demir and Baykara v Turkey
[2008] ECHR 1345

See EU law

Gebhard v Consiglio dell'Ordine degli Avvocati e Procuratori di Milano [1995] ECR I-4165 (C-55/94) Centros Ltd v Erhversus-og Selkabssyrelsen [1999] ECR I-1459 (C-212/97) Überseering BV v Nordic Construction Company
Company
Baumanagement GmbH (C-208/00) Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd [2003] ECR I-10155 (C-167/01)

Harmonised fields of national law[edit] Main articles: Harmonisation of law and Subsidiarity

v t e

Company
Company
law sources

First Company
Company
Law Directive 2009/101/EC

Second Company
Company
Law Directive 2012/30/EU

Third Company
Company
Law Directive 2011/35/EU

Fourth Company
Company
Law Directive 78/660/EEC

Draft Fifth Company
Company
Law Directive

Sixth Company
Company
Law Directive 82/891/EEC

Seventh Company
Company
Law Directive 83/349/EEC

Eighth Company
Company
Law Directive 2006/43/EC

Draft Ninth Company
Company
Law Directive

Tenth Company
Company
Law Directive 2005/56/EC

Eleventh Company
Company
Law Directive 89/666/EEC

Twelfth Company
Company
Law Directive 2009/102/EC

Takeover Directive 2004/25/EC

Draft Fourteenth Company
Company
Law Directive [1]

Market Abuse Directive 2003/6/EC

Transparency of Listed Companies Directive 2004/109/EC

Shareholder Rights Directive 2007/36/EC

Merger
Merger
Tax Directive 2009/133/EC

See EU law
EU law
and European corporate law

Formations and civil law[edit]

First Company
Company
Law Directive 68/151/EEC, on co-ordination of safeguards (...) for the protection of the interests of members and others, repealed by 2009/101/EC. This concerns company registrations, transactional validity, the effect of ultra vires transactions, or transactions by improperly incorporated businesses Eleventh Company
Company
Law Directive 89/666/EEC, on disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State Twelfth Company
Company
Law Directive 89/667/EEC, on single-member private limited-liability companies, repealed by 2009/102/EC Draft Fourteenth Company
Company
Law Directive, on cross-border transfer of the registered offices of limited liability companies

Corporate governance[edit]

Shareholder Rights Directive 2007/36/EC, on the exercise of certain rights of shareholders in listed companies Draft Fifth Company
Company
Law Directive, on the structure of public companies, shareholder rights to determine director pay and codetermination Draft Ninth Company
Company
Law Directive, on corporate groups

Capital maintenance[edit]

Second Company
Company
Law Directive 77/91/EEC, on formation of public companies and the maintenance and alteration of capital, updated by 2006/68/EC and 2009/109/EC, repealed by 2012/30/EU

Mergers and acquisitions[edit]

Third Company
Company
Law Directive 78/855/EEC, on mergers of public limited liability companies, repealed by 2011/35/EU Sixth Company
Company
Law Directive 82/891/EEC, on division of public companies, amended by 2007/63/EC Tenth Company
Company
Law Directive 2005/56/EC, on cross-border mergers of limited liability companies Thirteenth Company
Company
Law Directive 2004/25/EC, on takeover bids Merger
Merger
Tax Directive 90/434/EEC, on the common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States, repealed by 2009/133/EC

Accounting and audit[edit]

Fourth Company
Company
Law Directive 78/660/EEC, on accounting standards, repealed by the EU Accounting Directive 2013/34/EU Seventh Company
Company
Law Directive 83/349/EEC, on group accounts, repealed by the EU Accounting Directive 2013/34/EU Eighth Company
Company
Law Directive 84/253/EEC, on the approval of persons responsible for carrying out the statutory audits of accounting document, repealed by 2006/43/EC, on statutory audits of annual accounts and consolidated accounts

Market regulation[edit]

Market Abuse Directive 2003/6/EC Transparency of Listed Companies Directive 2004/109/EC

See also[edit]

UK company law European Union
European Union
shipping law German company law US corporate law List of company registers Swiss referendum "against corporate Rip-offs" of 2013

Notes[edit]

^ Societas Europaea
Societas Europaea
registrations seeurope-network.org

References[edit]

Books

S Grundmann, European Company
Company
Law (Intersentia 2006) M Habersack and D Verse, Europäisches Gesellschaftsrecht (CH Beck 2011)

Articles

M Andenas, 'Free Movement of Companies' (2003) 119 LQR 221 P Dyrberg, 'Full Free Movement of Companies in the European Community at Last' [2003] ELR 528

External links[edit]

EU internal market page on company law EU list of company law directi

.