By Dirk Van Gerven
This booklet offers an summary of the second one Council Directive 77/91/EEC of thirteen December 1976 (also often called the Capital Directive) and its imposing principles in each one Member nation of the eu Union and the eu financial sector. It offers businesses and advisors with worthwhile insights relating to articles of organization and comparable files, the incorporation and capital necessities of eu businesses with constrained legal responsibility and the foundations appropriate to the purchase and pledge in their personal stocks, the cross-participations, the monetary counsel and the distribution of gains. A normal document at the Capital Directive is by way of a dialogue of the implementation of the foundations laid down within the Directive within the nationwide legislation of every Member kingdom, every one in line with a standard structure and contributed via a practitioner from that nation.
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Additional info for Capital Directive in Europe: The Rules on Incorporation and Capital of Limited Liability Companies
Allowing the acquisition of own shares gives a wrong impression of a company’s capital. In that case, the capital is no longer represented solely by shares held by third parties but also by shares held by the company itself. The acquisition of own shares can be justiﬁed in certain circumstances, however, for example to prevent the stock price from collapsing, in order to offer shares as payment to creditors or to distribute shares to employees. 43 The Second Company Law Directive imposed limitations on the acquisition of own shares.
Consequently, the shares could ultimately be acquired by the company. For this reason, the company’s acceptance of the pledge is subject to the rules applicable to the acquisition of own shares. The rules explained at no 33 et seq. of this chapter will thus apply (Art. ). This means that the company can only accept the pledge if the general meeting authorises it and, in certain Member States, if the articles of association so permit. The authorisation requirement and other conditions are not applicable in the cases mentioned at no 35 of this chapter if national law so provides.
National law may extend this provision to any acquisition by the company of assets belonging to a shareholder or any other designated person deﬁned under national law. This has been provided in Austria, Belgium, Cyprus, Czech Republic, Estonia, France, Greece, Germany, Hungary, Iceland, Italy, Latvia, Luxembourg, Malta, the Netherlands (with respect to the BV only), Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden. 41 42 Explanatory Memorandum to the Second Company Law Directive, COM (70) 232 ﬁnal, p.
Capital Directive in Europe: The Rules on Incorporation and Capital of Limited Liability Companies by Dirk Van Gerven