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European Company Law

European Company Law. Dorota Wieczorkowska Department of Business and Commercial Law Faculty of Law, Administration and Economics University of Wrocław. Legal sources – for the classes.

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European Company Law

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  1. European Company Law Dorota Wieczorkowska Department of Business and Commercial Law Faculty of Law, Administration and Economics University of Wrocław

  2. Legalsources – for the classes • Charter of FundamentalRights of the European Union (2007/C 303/01), Celexnumber: 12007P/TXT, (art. 16) • Treaty on the Functioning of the European Union (2012/C 326/01), Celexnumber: 12012E/TXT, (Title IV, Chapter 2) • Directive (EU) 2017/1132 Of The EuropeanParliament And Of The Council of 14 June 2017 relating to certainaspects of company law, Celex numer: 32017L1132; • CouncilRegulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a Europeancompany (SE), Celexnumber: 32001R2157; • CouncilRegulation (EEC) No 2137/85 of 25 July 1985 on the EuropeanEconomicInterestGrouping (EEIG), celexnumber: 31985R2137

  3. Method of regulation

  4. Treaty on the Functioning of the European Union • Article 49 • Within the framework of the provisions set out below, restrictions on the freedom of establishment of nationals of a MemberState in the territory of anotherMemberStateshall be prohibited. Suchprohibitionshallalsoapply to restrictions on the setting-up of agencies, branchesorsubsidiaries by nationals of anyMemberStateestablished in the territory of anyMemberState. • Freedom of establishment shallincludethe right to takeup and pursueactivities as self-employedpersons and to set up and manageundertakings, in particularcompaniesorfirmswithin the meaning of the secondparagraph of Article 54, under the conditionslaid down for itsownnationals by the law of the country wheresuch establishment iseffected, subject to the provisions of the Chapterrelating to capital.

  5. Treaty on the Functioning of the European Union • Article 50 • 1. In order to attainfreedom of establishment as regards a particularactivity, the EuropeanParliament and the Council, acting in accordance with the ordinarylegislativeprocedure and after consulting the Economic and SocialCommittee, shallact by means of directives. • 2. The EuropeanParliament, the Council and the Commissionshallcarry out the dutiesdevolving upon themunder the precedingprovisions, in particular: • […] • (g) by coordinating to the necessaryextent the safeguardswhich, for the protection of the interests of members and others, arerequired by MemberStates of companiesorfirmswithin the meaning of the secondparagraph of Article 54 with a view to makingsuchsafeguardsequivalentthroughout the Union;

  6. Treaty on the Functioning of the European Union • Article 54 • Companiesorfirmsformedin accordance with the law of a MemberStateand havingtheirregisteredoffice, central administrationor principal place of business within the Union shall, for the purposes of thisChapter, be treated in the same way as naturalpersonswhoarenationals of MemberStates. • "Companiesorfirms" meanscompaniesorfirmsconstitutedundercivilorcommercial law, includingcooperativesocieties, and otherlegalpersonsgoverned by public orprivate law, save for thosewhichare non-profit-making.

  7. Charter Of FundamentalRights Of The European Union Article 16 Freedom to conduct a business • The freedom to conduct a business in accordance with Union law and nationallaws and practicesisrecognised.

  8. Main objectives of the European company law • to create positive EU-wide business environment in the internal market. • to promote freedom of establishment and the freedom to conduct a business, • to guarantee the right to take up and pursue activities in a self-employed capacity and to set up and manage undertakings, in particular companies or firms, • to enable businesses to be set up anywhere in the EU enjoying the freedom of movement of persons, services and capital, • to provide protection for shareholders and other parties with a particular interest in companies • to make businesses more competitive, and to encourage businesses to cooperate over borders

  9. Why do we need European company law? • Since the internal market implies the creation of Europe-widecompanies and therearearound24 millioncompanies in the EU, of whichapproximately 80% arelimitedliabilitycompanies. Whilearound 98-99% of limitedliabilitycompaniesareSMEs, companiesmust be able to actthroughout the EU according to a uniform legalframework.

  10. EU Company Law - Range • no codifiedEuropeancompany law as such, • harmonisation of the nationalrules on company law hascreatedsome minimum standards and coversareassuch as: • the protection of interests of shareholders and theirrights, • rules on takeoverbids for public limitedcompanies, • branchdisclosure, • mergers and divisions, • minimum rules for single-memberprivatelimitedliabilitycompanies, • financialreporting and accounting, • easier and fasteraccess to information on companies, • certaindisclosurerequirements for companies

  11. EU Company Law - Range • Europeanlegalentitiesapplythroughout the EU and coexist with the nationalones. • The European Company (SE) • EuropeanEconomicInterestGrouping (EEIG) • The EuropeanCooperativeSociety (SCE)

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