Public limited liability companies (PLCs) - protecting shareholders and creditors

Directive 2012/30/EU aligns the rules in every EU country for setting up and running public limited liability companies.

ACT

Directive 2012/30/EU of the European Parliament and of the Council of 25 October 2012 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent (Recast) (former second company law directive)

SUMMARY

This directive aims to protect shareholders and creditors of public limited liability companies, by coordinating national rules for creating and running companies and increasing or reducing their capital.

The directive first defines the types of companies it covers - whose names vary by country.

Exceptions to this directive

National governments are free to exempt investment companies with variable capital and certain types of cooperative.

Standard rules under the directive

• 1

  Minimum information requirements

The statutes or the instrument of incorporation of a public limited liability company (PLC) should contain the following information:

• the type and name of the company;
• the objectives of the company;
• the amount of capital;
• the rules governing appointing members responsible for managing, running and supervising the company;
• the duration of the company.

Further information must be published in the statutes, the instrument of incorporation or in a separate document, including:

• the registered office;
• the value, number and form of the subscribed (company-issued) shares;
• the amount of subscribed (company-issued) capital;
• the identity of those who sign the instrument of incorporation or the statutes;
• the total amount of all the costs payable by the company or chargeable to it.

• 2

  Other EU-wide standards, covering:

• the minimum capital required to register a PLC - EUR 25 000. This minimum sum will be examined and possibly revised every 5 years in light of EU economic and monetary trends;
• issuing and acquiring shares;
• distributing dividends;
• financial aid given by companies for acquiring their shares;
• increasing and reducing capital - especially to ensure national laws guarantee equal treatment to all shareholders who are in the same position and the protection of creditors whose claims exist prior to the decision on reduction;
• dissolving a PLC.

This directive also limits the possibility for a PLC to acquire its own shares.

This directive repeals and recasts the second company law directive (Directive 77/91/EEC), which has been amended substantially since 1979.

last update 21.03.2014