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The responsibility of Member States to strengthen the European Union and its common interests is being compromised by an inability to harmonize their policies, identify common strategies, as well as a failure to rapidly solve problems. However, in the legal field, new approaches are being made regarding easy access to the information between different Member States, for example, as we already mentioned in our previous article, the progress in the interconnection of Company registries and commercial information in European Union.

On 30 June, the Official Journal of the European Union (DOUE: Diario Oficial de la Unión Europea) published Directive 2017/1132/EU of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law. The purpose of this directive is to unify the differences in the legal regulation of European company laws in order to improve legal security and the protection of rights as regards to the relations between companies and third parties.

The Directive consolidates the current text of six directives: 82/891/EEC, 89/666/EEC, 2005/56/EC, 2009/101/EC, 2011/35/EU and 2012/30/EU.

The main purposes of the new Directive are:

  1. the coordination of safeguards which, for the protection of the interests of members and others, are required by Member States from companies within the meaning of the second paragraph of Article 54 of the Treaty, in respect of the formation of joint-stock companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent,
  2. the coordination of safeguards which, for the protection of the interests of shareholders and others, are required in Member States from companies within the meaning of the second paragraph Article 54 of the Treaty, in respect of disclosure, the validity of obligations entered into by, and the nullity of, companies limited by shares or otherwise having limited liability, with a view to making such safeguards equivalent,
  3. the disclosure requirements in respect of branches opened in Member States by certain types of company governed by the law of another State,
  4. mergers of joint-stock companies,
  5. cross-border mergers of incorporated companies,
  6. the division of joint-stock companies.

The coordination measures guaranteed by this Directive are particularly important in relation to joint-stock companies, since their activities are predominant in the economy of the Member States and extend beyond the limits of their national boundaries.

In addition, the Directive harmonizes the requirements for the by-laws, and the public deed of incorporation of joint-stock companies in order to let all interested parties know the essential characteristics of such companies, and in particular the exact composition of their capital, thus homogenizing these requirements throughout the European Union.

With these kinds of measures, the new Directive aims at harmonizing company laws in the EU in order to gain the freedom of establishment and apply the fundamental right to freedom of trade.

Hugo Ester Laín

For more information, please contact

va@vila.es

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