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Overview of Directives

First Council Directive – Disclosure and the validity of obligations entered into by, and the nullity of, companies with limited liability (68/151/EEC)

The objective of this Directive is to coordinate the regulations concerning disclosure, the power of representation of company organs and the nullity of companies with limited liability. The directive established the principle of compulsory disclosure.

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Second Council Directive – The formation of public limited liability companies and the maintenance and alteration of their capital (77/91/EEC)

The Second company law directive dates from 1976. It coordinates national provisions on the formation of public limited liability companies, minimum share capital requirements, distributions to shareholders and increases and reductions in capital. The Directive lays down the conditions needed to ensure that the capital of the company is maintained in the interest of creditors.

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Third Council Directive – Domestic mergers of public limited liability companies (78/855/EEC)

The directive lays down rules concerning mergers between public limited liability companies from the same Member State. It applies to public limited companies. Any Member State may choose not to apply it to cooperatives in company form or where the merger would result in the disappearance of a company which is the subject of insolvency proceedings.

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Fourth Council Directive - Annual accounts of companies with limited liability (78/660/EEC)

This Directive coordinates Member States' provisions concerning the presentation and content of annual accounts and annual reports, the valuation methods used and their publication in respect of all companies with limited liability.

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Sixth Council Directive - Division of public limited liability companies (82/891/EEC)

The directive lays down rules concerning divisions of public limited liability companies from the same Member State and is usually referred to together with the third company law directive. The Directive governs Division by acquisition, Division by the formation of new companies and Division under the supervision of a judicial authority.

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Seventh Council Directive - Consolidated accounts of companies with limited liability (83/349/EEC)

The Directive coordinates national laws on consolidated (i.e. group) accounts. Together with the Fourth Directive on the annual accounts of public limited liability companies, it belongs to the family of "accounting directives" formed by the Community legal acts on company accounts.

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Eighth Council Directive - Qualifications of persons responsible for carrying out the statutory audits of accounting documents (84/253/EEC)

The objective of this directive was to complete the series of directives concerning company accounts, defining the qualifications of persons responsible for carrying out the statutory audits of the accounting documents required by the fourth and seventh directives.

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Tenth Directive - Cross-border mergers of limited liability companies (2005/56/EC)

The Directive creates a legal instrument to facilitate cross-border mergers between limited liability companies in the European Union. The measures shall reduce the cost of such operations, guarantee their legal certainty and offer this option to the maximum number of companies, particularly those not wishing to set up a European Company, (SE).

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Eleventh Council Directive - Disclosure requirements in respect of branches (89/666/EEC)

The eleventh directive lays down rules concerning the disclosure requirements imposed in a Member State in respect of branches of companies governed by the law of another state in order to provide an equivalent level of protection for shareholders and third parties.

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Twelfth Council Directive - Single-member private limited liability companies (89/667/EEC)

The directive creates a legal instrument allowing the limitation of liability of the individual entrepreneur throughout the Community. The coordination measures prescribed by the Directive apply to Member States’ provisions concerning private limited companies. Where Member States allow single-member companies in the case of public limited companies as well, the Directive applies, too.

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Thirteenth Directive - Takeover bids (2004/25/EC)

The aim of this Directive is to achieve greater legal certainty with regard to takeover bids, while protecting the interests of shareholders (and particularly minority shareholders), employees and any other interested parties. Employees or their representatives of the offeree and the offeror company must be informed about the bid and have the right to draft an opinion relating to the takeover.

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SE Directive - Worker involvement in the European Company (Societas Europaea) (2001/86/EC)

The Directive complements the Statute on the European Company with regard to the involvement of employees.

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Directive on the exercise of shareholders' voting rights (Directive 2007/36/EC)

In 2007 a directive on shareholder rights (2007/36/EC) was adopted. The main function of the directive is to define minimum rights for shareholders in listed companies across the EU. This directive is one measure in the follow-up to the Commission Action Plan on modernising company law and enhancing corporate governance in the European Union.

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