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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.

The Directive applies to branches of public and private companies situated in a Member State other than that in which the company is established. Branches of companies from another Member State must publish documents which include the following information:

  • the address of the branch;
  • the activities of the branch;
  • the company’s place of registration and registration number;
  • particulars of the company directors.

EC branches of public and private companies established in a non-EC country but having a legal form comparable to that of Community companies must publish documents which include the information required of branches of EC companies, together with the following particulars:

  • the law of the state by which the company is governed;
  • the company’s memorandum and articles of association;
  • the legal form of the company.

The branch must publish the annual accounts and annual report of the company. These accounting documents must have been drawn up either under Community legislation, or in such a way as to be at least equivalent to those so drawn up. They must also have been audited in conformity with the law which governs the company. In the event of non-conformity or non-equivalence, Member States may require that accounting documents relating to the branch’s activities be drawn up and published.

Legal basis

  • Art. 44 II lit.g EC (former Art. 54 III lit.g EEC)

Amendments

  • no

Links

Alle Overview of Directives