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Document 52009AP0094
Statute for a European private company * European Parliament legislative resolution of 10 March 2009 on the proposal for a Council regulation on the Statute for a European private company (COM(2008)0396 — C6-0283/2008 — 2008/0130(CNS))
Statute for a European private company * European Parliament legislative resolution of 10 March 2009 on the proposal for a Council regulation on the Statute for a European private company (COM(2008)0396 — C6-0283/2008 — 2008/0130(CNS))
Statute for a European private company * European Parliament legislative resolution of 10 March 2009 on the proposal for a Council regulation on the Statute for a European private company (COM(2008)0396 — C6-0283/2008 — 2008/0130(CNS))
SL C 87E, 1.4.2010, p. 300–321
(BG, ES, CS, DA, DE, ET, EL, EN, FR, IT, LV, LT, HU, MT, NL, PL, PT, RO, SK, SL, FI, SV)
1.4.2010 |
EN |
Official Journal of the European Union |
CE 87/300 |
Tuesday 10 March 2009
Statute for a European private company *
P6_TA(2009)0094
European Parliament legislative resolution of 10 March 2009 on the proposal for a Council regulation on the Statute for a European private company (COM(2008)0396 — C6-0283/2008 — 2008/0130(CNS))
2010/C 87 E/46
(Consultation procedure)
The European Parliament,
having regard to the Commission proposal to the Council (COM(2008)0396),
having regard to Article 308 of the EC Treaty, pursuant to which the Council consulted Parliament (C6-0283/2008),
having regard to Rule 51 of its Rules of Procedure,
having regard to the report of the Committee on Legal Affairs and the opinions of the Committee on Economic and Monetary Affairs and the Committee on Employment and Social Affairs (A6-0044/2009),
1. |
Approves the Commission proposal as amended; |
2. |
Calls on the Commission to alter its proposal accordingly, pursuant to Article 250(2) of the EC Treaty; |
3. |
Calls on the Council to notify Parliament if it intends to depart from the text approved by Parliament; |
4. |
Calls for initiation of the conciliation procedure under the Joint Declaration of 4 March 1975 if the Council intends to depart from the text approved by Parliament; |
5. |
Asks the Council to consult Parliament again if it intends to amend the Commission proposal substantially; |
6. |
Instructs its President to forward its position to the Council and the Commission. |
TEXT PROPOSED BY THE COMMISSION |
AMENDMENT |
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Amendment 1 |
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Proposal for a regulation Recital 2 a (new) |
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Amendment 2 |
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Proposal for a regulation Recital 3 |
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Amendment 3 |
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Proposal for a regulation Recital 4 |
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Amendment 4 |
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Proposal for a regulation Recital 8 |
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Amendment 5 |
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Proposal for a regulation Recital 8 a (new) |
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Amendment 6 |
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Proposal for a regulation Recital 8 b (new) |
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Amendment 7 |
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Proposal for a regulation Recital 11 |
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Amendment 74 |
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Proposal for a regulation Recital 15 |
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Amendment 75 |
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Proposal for a regulation Recital 15 a (new) |
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Amendment 76 |
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Proposal for a regulation Recital 15 b (new) |
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Amendment 9 |
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Proposal for a regulation Recital 16 |
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Amendment 77 |
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Proposal for a regulation Recital 17 |
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Amendment 10 |
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Proposal for a regulation Article 2 – paragraph 1 – point b |
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Amendment 12 |
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Proposal for a regulation Article 2 – paragraph 1 – point d |
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Amendment 13 |
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Proposal for a regulation Article 2 – paragraph 1 – point e |
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Amendment 14 |
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Proposal for a regulation Article 2 – paragraph 1 – point e a (new) |
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Amendment 15 |
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Proposal for a regulation Article 3 – paragraph 1 |
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1. An SPE shall comply with the following requirements: |
1. An SPE shall be a corporate body possessing legal personality and shall comply with the following requirements: |
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Amendment 70 |
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Proposal for a regulation Article 3 – paragraph 1 – point e a (new) |
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Amendment 18 |
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Proposal for a regulation Article 7 |
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An SPE shall have its registered office and its central administration or principal place of business in the Community. |
An SPE shall have its registered office and its central administration or principal place of business in the Community. |
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An SPE shall not be under any obligation to have its central administration or principal place of business in the Member State in which it has its registered office. |
An SPE shall not be under any obligation to have its central administration or principal place of business in the Member State in which it has its registered office. If the central administration or principal place of business is located in a Member State other than that in which it has its registered office, the SPE shall lodge in the register of the Member State where the central administration or principal place of business is located the particulars referred to in points (a), (b) and (c) of Article 10(2). The information recorded in the register shall be deemed to be accurate. The lodging of documents in a European central register will fulfil the requirements for lodging documents in accordance with the second paragraph. |
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Amendment 19 |
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Proposal for a regulation Article 7 – paragraph 3 a (new) |
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The registered office shall be the address at which all legal documents relating to the SPE are to be served. |
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Amendments 20 and 79 |
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Proposal for a regulation Article 8 – paragraphs 2 and 3 |
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2. The articles of association of a SPE shall be in writing and signed by every founding shareholder. |
2. The articles of association of a SPE shall be in writing and signed by every founding shareholder. Further formalities may be prescribed by the existing applicable national law, unless the SPE uses official model articles of association. |
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3. The articles of association and any amendments thereto may be relied upon as follows: |
3. The articles of association and any amendments thereto may be relied upon as follows: |
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Amendment 21 |
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Proposal for a regulation Article 9 – paragraph 3 a (new) |
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3a. A copy of each registration of an SPE and copies of all subsequent amendments thereto shall be sent by the respective national registers to a European register managed by the Commission and the competent national authorities and held in that European register. The Commission shall monitor the data entered in that register, particularly with a view to avoiding possible abuses and mistakes. If the SPE is unable to demonstrate that it complies with point (ea) of Article 3(1) within two years of registration, it shall be converted into the appropriate national legal form. |
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Amendment 22 |
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Proposal for a regulation Article 10 |
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1. Application for registration shall be made by the founding shareholders of the SPE or by any person authorised by them. Such application may be made by electronic means. |
1. Application for registration shall be made by the founding shareholders of the SPE or by any person authorised by them. Such application may be made by electronic means , in accordance with the provisions of the applicable national law implementing Article 3(2) of Directive 68/151/EEC . |
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2. Member States shall not require any particulars and documents to be supplied upon application for the registration of a SPE other than the following: |
2. Member States shall not require any particulars or documents to be supplied upon application for the registration of a SPE other than the following: |
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3. The documents and particulars referred to in paragraph 2 shall be provided in the language required by the applicable national law. |
3. The documents and particulars referred to in paragraph 2 shall be provided in the language required by the applicable national law. |
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4. Registration of the SPE may be subject to only one of the following requirements: |
4. Registration of the SPE shall be subject to at least one of the following requirements: |
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5. The SPE shall submit any change in the particulars or documents referred to in points (a) to (g) of paragraph 2 to the register within 14 calendar days of the day on which the change takes place. After every amendment to the articles of association, the SPE shall submit its complete text to the register as amended to date. |
5. The SPE shall submit any change in the particulars or documents referred to in points (a) to (g) of paragraph 2 to the register within 14 calendar days of the day on which the change takes place. After every amendment to the articles of association, the SPE shall submit its complete text to the register as amended to date. The second sentence of paragraph 1 and paragraph 4 shall apply mutatis mutandis. |
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6. The registration of an SPE shall be disclosed. |
6. The registration of an SPE shall be disclosed. |
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Amendment 23 |
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Proposal for a regulation Article 11 – paragraph 2 – point b |
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Amendment 24 |
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Proposal for a regulation Article 11 – paragraph 2 – point b a (new) |
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Amendment 25 |
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Proposal for a regulation Article 15 |
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1. The management body of the SPE shall draw up a list of shareholders. The list shall contain at least the following: |
1. The executive management body of the SPE shall draw up a list of shareholders. The list shall contain at least the following: |
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2. The list of shareholders shall, unless proven otherwise, constitute evidence of the authenticity of the matters listed in points (a) to (g) of paragraph 1. |
2. The list of shareholders registered in accordance with Article 10 shall, unless proven otherwise, constitute evidence of the accuracy of the matters listed in points (a) to (g) of paragraph 1. |
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3. The list of shareholders and any amendments thereto shall be kept by the management body and may be inspected by the shareholders or third parties on request. |
3. The list of shareholders registered in accordance with Article 10 and any amendments thereto shall be kept by the executive management body and may be inspected by the shareholders or third parties on request. |
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Amendment 27 |
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Proposal for a regulation Article 16 – paragraph 3 |
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3. On notification of a transfer, the management body shall, without undue delay, enter the shareholder in the list referred to in Article 15, provided that the transfer has been executed in accordance with this Regulation and the articles of association of the SPE and the shareholder submits reasonable evidence as to his lawful ownership of the share. |
3. On notification by the shareholder of a transfer, the executive management body shall, without undue delay, enter the shareholder in the list referred to in Article 15 and registered in accordance with Article 10 , provided that the transfer has been executed in accordance with this Regulation and the articles of association of the SPE and the shareholder submits reasonable evidence as to his lawful ownership of the share. |
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Amendment 28 |
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Proposal for a regulation Article 16 – paragraph 4 – point a |
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Amendment 29 |
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Proposal for a regulation Article 16 – paragraph 4 – point b |
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Amendment 30 |
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Proposal for a regulation Article 18 – paragraph 1 |
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1. A shareholder shall have the right to withdraw from the SPE if the activities of the SPE are being or have been conducted in a manner which causes serious harm to the interests of the shareholder as a result of one or more of the following events : |
1. The right of withdrawal shall be exercisable by shareholders who do not subscribe to resolutions concerning : |
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The articles of association of the SPE may provide for additional grounds for withdrawal. |
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Amendment 31 |
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Proposal for a regulation Article 18 – paragraph 3 |
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3. The management body of the SPE shall, on receipt of the notice referred to in paragraph 2, without undue delay, request a resolution of the shareholders on the purchase of the shareholder’s shares by the other shareholders or by the SPE itself. |
3. The executive management body of the SPE shall, on receipt of the notice referred to in paragraph 2, without undue delay, request a resolution of the shareholders on the purchase of the shareholder’s shares by the other shareholders or by the SPE itself. |
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Amendment 32 |
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Proposal for a regulation Article 18 – paragraph 4 |
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4. Where the shareholders of the SPE fail to adopt a resolution referred to in paragraph 3 or do not accept the shareholder’s reasons for withdrawal within 30 calendar days of the submission of the notice referred to in paragraph 2, the management body shall notify the shareholder of that fact without undue delay. |
4. Where the shareholders of the SPE fail to adopt a resolution referred to in paragraph 3 or do not accept the shareholder’s reasons for withdrawal within 30 calendar days of the submission of the notice referred to in paragraph 2, the executive management body shall notify the shareholder of that fact without undue delay. |
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Amendment 33 |
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Proposal for a regulation Article 19 – paragraph 4 |
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4. The capital of the SPE shall be at least EUR 1. |
4. The capital of the SPE shall be at least EUR 1 , provided that the articles of association require that the executive management body sign a solvency certificate as referred to in Article 21. Where the articles of association contain no provision to that effect, the capital of the SPE shall be at least EUR 8 000 . |
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Amendment 34 |
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Proposal for a regulation Article 20 – paragraph 3 |
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3. Without prejudice to paragraphs 1 and 2, the liability of shareholders for the consideration paid or provided shall be governed by the applicable national law . |
3. Where the value of the consideration in kind falls short of the value of the share acquired, the shareholder shall pay a consideration in cash equal to the shortfall. The company’s claim to payment shall lapse eight years after the company’s registration. |
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Amendment 35 |
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Proposal for a regulation Article 21 – paragraph 1 |
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1. Without prejudice to Article 24, the SPE may, on the basis of a proposal of the management body, make a distribution to shareholders provided that, after the distribution, the assets of the SPE fully cover its liabilities. The SPE may not distribute those reserves that may not be distributed under its articles of association. |
1. Without prejudice to Article 24, the SPE may, on the basis of a proposal of the executive management body, make a distribution to shareholders provided that, after the distribution, the assets of the SPE fully cover its liabilities. The SPE may not distribute those reserves that may not be distributed under its articles of association. A distribution shall be permissible only where the remaining amount of the deposit does not fall below the minimum amount referred to in Article 19(4). |
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Amendment 36 |
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Proposal for a regulation Article 21 – paragraph 2 |
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2. If the articles of association so require, the management body of the SPE, in addition to complying with paragraph 1, shall sign a statement, hereinafter a ‘solvency certificate’, before a distribution is made, certifying that the SPE will be able to pay its debts as they become due in the normal course of business within one year of the date of the distribution. Shareholders shall be provided with the solvency certificate before the resolution on the distribution referred to in Article 27 is taken. |
2. If the articles of association so require, the executive management body of the SPE, in addition to complying with paragraph 1, shall sign a statement, hereinafter a ‘solvency certificate’, before a distribution is made, certifying that the SPE will be able to pay its debts as they become due in the normal course of business within one year of the date of the distribution. Shareholders shall be provided with the solvency certificate before the resolution on the distribution referred to in Article 27 is taken. |
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Amendment 37 |
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Proposal for a regulation Article 22 |
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Any shareholder who has received distributions made contrary to Article 21 must return those distributions to the SPE , provided that the SPE proves that the shareholder knew or in view of the circumstances should have been aware of the irregularities . |
Any shareholder who has received distributions made contrary to Article 21 must return those distributions to the SPE. |
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Amendment 38 |
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Proposal for a regulation Article 24 – paragraph 1 |
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1. In the case of a reduction of the share capital of the SPE, Articles 21 and 22 shall apply mutatis mutandis. |
1. In the case of a reduction of the share capital of the SPE, Articles 21 and 22 shall apply mutatis mutandis. A reduction of the share capital shall be permissible only where the remaining amount of the deposit does not fall below the minimum amount referred to in Article 19(4). |
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Amendment 39 |
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Proposal for a regulation Article 25 – paragraph 1 |
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1. An SPE shall be subject to the requirements of the applicable national law as regards preparation, filing, auditing and publication of accounts. |
1. An SPE shall be subject to the requirements of the applicable national law as regards preparation, filing, auditing and publication of statutory accounts. |
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Amendment 40 |
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Proposal for a regulation Article 25 – paragraph 2 |
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2. The management body shall keep the books of the SPE. The bookkeeping of the SPE shall be governed by the applicable national law. |
2. The executive management body shall keep the books of the SPE. The bookkeeping of the SPE shall be governed by the applicable national law. |
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Amendment 41 |
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Proposal for a regulation Article 26 – paragraph 1 |
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1. The SPE shall have a management body, which shall be responsible for the management of the SPE. The management body may exercise all the powers of the SPE not required by this Regulation or the articles of association to be exercised by the shareholders. |
1. The SPE shall have an executive management body, which shall be responsible for the management of the SPE. The executive management body may exercise all the powers of the SPE not required by this Regulation or the articles of association to be exercised by the shareholders. Members’ resolutions shall be internally binding on the executive management body. |
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Amendment 42 |
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Proposal for a regulation Article 27 – paragraph 2 |
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2. Resolutions on the matters indicated in points (a), (b), (c), (i), (l), (m) (n), (o) and (p) of paragraph 1 shall be taken by a qualified majority. |
2. Resolutions on the matters indicated in points (a), (b), (c), (h), (i), (l), (m) (n), (o) and (p) of paragraph 1 shall be taken by a qualified majority. |
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Amendment 43 |
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Proposal for a regulation Article 27 – paragraph 3 |
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3. The adoption of resolutions shall not require the organisation of a general meeting. The management body shall provide all shareholders with the proposals for resolutions together with sufficient information to enable them to take an informed decision. Resolutions shall be recorded in writing. Copies of the decisions taken shall be sent to every shareholder. |
3. The adoption of resolutions shall not require the organisation of a general meeting. The executive management body shall provide all shareholders with the proposals for resolutions together with sufficient information to enable them to take an informed decision. Resolutions shall be recorded in writing. Copies of the decisions taken shall be sent to every shareholder. |
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Amendment 44 |
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Proposal for a regulation Article 27 – paragraph 4 |
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4. Resolutions of the shareholders shall comply with this Regulation and the articles of association of the SPE. |
4. Resolutions of the shareholders shall comply with this Regulation and the articles of association of the SPE. |
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The right of shareholders to challenge resolutions shall be governed by the applicable national law. |
Resolutions of the shareholders may be declared ineffective on the grounds of an infringement of the provisions of the articles of association, of this Regulation or of the applicable law only by means of an action before the court that has jurisdiction in relation to the SPE’s registered office . An action may be brought within one month from the date of the resolution by any shareholder who did not vote in favour of the resolution, provided that the company does not remedy the deficiency in the resolution and the complainant does not give his or her subsequent agreement. The articles of association may allow a longer time for appeal. |
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Amendment 45 |
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Proposal for a regulation Article 27 – paragraph 7 – point (a) |
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Amendment 46 |
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Proposal for a regulation Article 28 – paragraph 1 |
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1. Shareholders shall have the right to be duly informed and to ask questions to the management body about resolutions, annual accounts and all other matters relating to the activities of the SPE. |
1. Shareholders shall have the right to be duly informed and to ask questions to the executive management body about resolutions, annual accounts and all other matters relating to the activities of the SPE. |
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Amendment 47 |
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Proposal for a regulation Article 28 – paragraph 2 |
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2. The management body may refuse to give access to the information only if doing so could cause serious harm to the business interests of the SPE. |
2. The executive management body may refuse to give access to the information only if doing so could cause serious harm to the business interests of the SPE. |
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Amendment 48 |
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Proposal for a regulation Article 29 – paragraph 1 |
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1. Shareholders holding 5 % of the voting rights attached to the shares of the SPE shall have the right to request the management body to submit a proposal for a resolution to the shareholders. |
1. Shareholders holding 5 % of the voting rights attached to the shares of the SPE shall have the right to request the executive management body to submit a proposal for a resolution to the shareholders. |
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Amendment 49 |
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Proposal for a regulation Article 29 – paragraph 1 – subparagraph 3 |
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If the request is refused or if the management body does not submit a proposal within 14 calendar days of receiving the request, the shareholders concerned may then submit a proposal for a resolution to the shareholders regarding the matters in question. |
If the request is refused or if the executive management body does not submit a proposal within 14 calendar days of receiving the request, the shareholders concerned may then submit a proposal for a resolution to the shareholders regarding the matters in question. |
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Amendment 50 |
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Proposal for a regulation Article 29 – paragraph 2 – subparagraph 2 |
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The expert shall be allowed access to the documents and records of the SPE and to require information from the management body. |
The expert shall be allowed access to the documents and records of the SPE and to require information from the executive management body. |
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Amendment 51 |
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Proposal for a regulation Article 31 – paragraph 4 |
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4. A director of the SPE shall be liable to the company for any act or omission in breach of his duties deriving from this Regulation, the articles of association of the SPE or a resolution of shareholders which causes loss or damage to the SPE. Where such breach has been committed by more than one director, all directors concerned shall be jointly and severally liable . |
4. The directors shall be jointly and severally liable in respect of the company for any prejudice to the SPE deriving from a failure to fulfil the duties incumbent on them under this Regulation, the articles of association of the SPE or a resolution of shareholders. Such liability shall not extend to directors who are able to demonstrate their blamelessness and who made known their disagreement with the failure to fulfil duties . |
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Amendment 52 |
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Proposal for a regulation Article 31 – paragraph 5 |
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5. Without prejudice to the provisions of this Regulation, the liability of directors shall be governed by the applicable national law . |
5. Directors shall pay compensation in particular where payments have been made in breach of Article 21 or own shares in the company have been acquired in breach of Article 23(2). A requirement on the part of the directors to compensate the company’s creditors shall not be waived on the grounds that they acted in accordance with a resolution of the shareholders. |
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Amendment 53 |
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Proposal for a regulation Article 31 – paragraph 5 a (new) |
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5a. Any right of action pursuant to this Article shall lapse within four years of the date when it arose. |
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Amendment 54 |
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Proposal for a regulation Article 33 |
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1. The SPE shall be represented in relation to third parties by one or more directors . Acts undertaken by the directors shall be binding on the SPE even if they are not within the objects of the SPE. |
1. The SPE shall be represented in relation to third parties by one or more members of the executive management body . Acts undertaken by the members of the executive management body shall be binding on the SPE even if they are not within the objects of the SPE. |
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2. The articles of association of the SPE may provide that directors are to exercise jointly the general power of representation. Any other limitation of the powers of the directors, following from the articles of association, a resolution of shareholders or a decision of the management or supervisory body, if any, may not be relied on against third parties even if they have been disclosed. |
2. The articles of association of the SPE may provide that members of the executive management body are to exercise jointly the general power of representation. Any other limitation of the powers of the directors, following from the articles of association, a resolution of shareholders or a decision of the management or supervisory body, if any, may not be relied on against third parties even if they have been disclosed. |
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3. Directors may delegate the right to represent the SPE in accordance with the articles of association. |
3. Members of the executive management body may delegate the right to represent the SPE in accordance with the articles of association. |
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Amendment 71 |
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Proposal for a regulation Article 34 – paragraph 1 |
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1. The SPE shall be subject to the rules on employee participation, if any, applicable in the Member State in which it has its registered office, subject to the provisions of this Article. |
1. The SPE shall be subject to the rules on employee participation, if any, applicable in the Member State in which it has its registered office, subject to the provisions of this Article. Those rules, if any, shall apply to the entire workforce of the SPE. |
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1a. Paragraph 1 shall not apply where:
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Amendment 72 |
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Proposal for a regulation Article 34 a (new) |
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Article 34a Adaptation clause In the absence of provisions on employee participation, Article 34(1a) shall apply if, due to changes in the number of employees, the conditions laid down therein are fulfilled. If the conditions laid down in Article 34(1a) cease to be fulfilled, the management board of the SPE may apply Article 34(1). Existing participation arrangements, if any, shall remain in place until the new arrangements enter into force. |
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Amendment 56 |
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Proposal for a regulation Article 36 – paragraph 1 – introduction |
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1. The management body of an SPE planning a transfer shall draw up a transfer proposal, which shall include at least the following particulars: |
1. The executive management body of an SPE planning a transfer shall draw up a transfer proposal, which shall include at least the following particulars: |
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Amendment 57 |
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Proposal for a regulation Article 36 – paragraph 2 – introduction |
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2. At least one month before the resolution of the shareholders referred to in paragraph 4 is taken, the management body of the SPE shall: |
2. At least one month before the resolution of the shareholders referred to in paragraph 4 is taken, the executive management body of the SPE shall: |
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Amendment 58 |
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Proposal for a regulation Article 36 – paragraph 3 |
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3. The management body of the SPE shall draw up a report to the shareholders explaining and justifying the legal and economic aspects of the proposed transfer and setting out the implications of the transfer for shareholders, creditors and employees. The report shall be submitted to the shareholders and the employee representatives, or where there are no such representatives, to the employees themselves together with the transfer proposal. |
3. The executive management body of the SPE shall draw up a report to the shareholders explaining and justifying the legal and economic aspects of the proposed transfer and setting out the implications of the transfer for shareholders, creditors and employees. The report shall be submitted to the shareholders and the employee representatives, or where there are no such representatives, to the employees themselves together with the transfer proposal. |
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Amendment 59 |
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Proposal for a regulation Article 36 – paragraph 3 – subparagraph 2 |
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Where the management body receives in time the opinion of the employee representatives on the transfer, that opinion shall be submitted to the shareholders. |
Where the executive management body receives in time the opinion of the employee representatives on the transfer, that opinion shall be submitted to the shareholders. |
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Amendment 73 |
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Proposal for a regulation Article 38 |
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1. The SPE shall be subject, as from the date of registration, to the rules in force in the host Member State, if any, concerning arrangements for the participation of employees. |
1. The SPE shall be subject, as from the date of registration, to the rules in force in the host Member State, if any, concerning arrangements for the participation of employees. |
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2. Paragraph 1 shall not apply where the employees of the SPE in the home Member State account for at least one third of the total number of employees of the SPE including subsidiaries or branches of the SPE in any Member State, and where one of the following conditions is met:
3. Where one of the conditions set out in points (a) or (b) of paragraph 2 is met, the management body of the SPE shall take the necessary steps, as soon as possible, after disclosure of the transfer proposal, to start negotiations with the representatives of the SPE’s employees with a view to reaching an agreement on arrangements for the participation of the employees. 4. The agreement between the management body of the SPE and the representatives of the employees shall specify:
5. Negotiations shall be limited to a period of six months. The parties may agree to extend negotiations beyond this period for an additional six-month period. The negotiations shall otherwise be governed by the law of the home Member State. 6. In the absence of an agreement, the participation arrangements existing in the home Member State shall be maintained. |
2. Paragraph 1 shall not apply where the conditions laid down in Article 34(1a) are fulfilled. In that event, Article 34(1a) shall apply mutatis mutandis. |
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Amendment 60 |
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Proposal for a regulation Article 42 – paragraph 1 |
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1. Member States in which the third phase of the economic and monetary union (EMU) does not apply may require SPEs having their registered office in their territory to express their capital in the national currency. An SPE may also express its capital in euro. The national currency/euro conversion rate shall be as on the last day of the month preceding the registration of the SPE. |
1. Member States in which the third phase of the economic and monetary union (EMU) does not apply may require SPEs having their registered office in their territory to express their capital in the national currency. Such SPEs shall, in addition, express their capital in euro. The national currency/euro conversion rate shall be as on the last day of the month preceding the registration of the SPE. |
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Amendment 61 |
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Proposal for a regulation Article 42 – paragraph 2 |
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2. An SPE may prepare and publish its annual and, where applicable, consolidated accounts in euro in Member States where the third phase of the economic and monetary union (EMU) does not apply. However such Member States may also require SPEs to prepare and publish their annual and, where applicable, consolidated accounts in the national currency in accordance with the applicable national law. |
2. An SPE shall prepare and publish its annual and, where applicable, consolidated accounts both in the national currency and in euro in Member States where the third phase of the economic and monetary union (EMU) does not apply. |
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Amendment 62 |
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Proposal for a regulation Article 42 a (new) |
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Article 42a Arbitration clause 1. The articles of association may, in the form of an arbitration clause, provide for the referral to arbitrators of any disputes arising between shareholders, or between shareholders and the SPE, concerning its corporate relations. The articles of association may also provide that the arbitration clause cover disputes with the directors. In that case, the arbitration clause shall be binding on the directors upon their acceptance of the post. 2. Any amendment of the constituent act, introducing or removing the arbitration clause by a resolution of the shareholders under Article 27 must be approved by shareholders representing at least two-thirds of the share capital. |
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Amendment 63 |
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Proposal for a regulation Article 43 a (new) |
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Article 43a Severability clause Any clause of the articles of association that is ineffective shall be severable and the remaining clauses of the articles of association shall continue to be effective. The ineffective clause shall be replaced by the corresponding clause of the model articles of association until they have been corrected by a resolution of the shareholders. Where the sample articles of association make no provision for a corresponding clause, the ineffective clause shall be replaced by the law relating to limited-liability companies of the Member State in which the registered office of the SPE is situated. |
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Amendment 64 |
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Proposal for a regulation Article 45 |
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Member States shall notify the form of private limited-liability company referred to in the second paragraph of Article 4 to the Commission by 1 July 2010 at the latest . The Commission shall publish this information in the Official Journal of the European Union. |
Member States shall notify the Commission by 1 July 2010 of the form of private limited-liability companies referred to in the second paragraph of Article 4 , of the consequences under their national law of failure to comply with any provisions of this Regulation, and of any additional provisions of their company law which apply to an SPE . The Commission shall publish this information in the Official Journal of the European Union. Furthermore, Member States shall maintain web pages listing SPEs registered in their territory and any court judgments relating to the operation of SPEs in their territory. The Commission shall maintain a web page which provides an electronic link to those discrete national web pages. |
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Amendment 65 |
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Proposal for a regulation Annex I – Chapter IV – Capital – indent 7 |
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Amendment 66 |
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Proposal for a regulation Annex I – Chapter V – Organisation of the SPE – indent 10 |
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Amendment 67 |
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Proposal for a regulation Annex I – Chapter V – Organisation of the SPE – indent 13 |
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Amendment 68 |
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Proposal for a regulation Annex I – Chapter V – Organisation of the SPE – indent 20 |
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Amendment 69 |
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Proposal for a regulation Annex I – Chapter V – Organisation of the SPE – indent 21 |
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(1) OJ L 294, 10.11.2001, p. 22.
(2) OJ L 310, 25.11.2005, p. 1.