Keywords
Summary

Keywords

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Free movement of persons - Freedom of establishment - Companies - Directive 68/151 - Rules on nullity - Scope - Private limited company whose existence is not confirmed by the public register because the formalities for incorporation required by national law have not been completed - Excluded

( Council Directive 68/151 )

Summary

Section I of the First Directive of the Council on coordination of safeguards which, for the protection of the interests of members and others, are required of companies ( Directive 68/151 ) provides for formalities in regard to disclosure intended to provide third parties with prior information on the essential features of companies within the meaning of the said directive . Third parties may thus legitimately rely on the information available concerning such a company, but only if that information has been disclosed in the manner provided for . Consequently, the rules concerning the nullity of companies laid down in Section III of the First Directive apply only where third parties have been led to believe by the information published in accordance with Section I that a company within the meaning of the First Directive exists . They do not apply where the acts in question were performed in the name of a private limited liability company whose existence is not confirmed by the public register because the formalities for incorporation required by national law have not been completed .

However, in so far as acts performed in the name of a limited liability company not yet incorporated are regarded by the applicable national law as having been performed in the name of a company being formed within the meaning of Article 7 of the directive, it is for the national law in question to provide, in accordance with that provision, that the persons who perform them are to be jointly and severally liable .