European Union Consolidates Six Corporate Directives Into New EU Directive 2017/1132

• 21/07/2017
• Articles

EU Directive 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (the “Directive”) entered into force on 20 July 2017.  The aim of the Directive is to consolidate and codify the six EU directives listed below:

• Sixth Council Directive 82/891/ECC of 17 December 1982 concerning the division of public limited liability companies;
   
• Eleventh Council Directive 89/666/ECC of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State;
   
• Directive 2005/56/EC of 26 October 2005 on cross-border mergers of limited liability companies;
   
• Directive 2009/101/EC of 16 September 2009 on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent;
   
• Directive 2011/35/EC of 5 April 2011 concerning mergers of public limited liability companies; and
   
• Directive 2012/30/EU of 25 October 2012 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, with respect to the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent.

The recitals of the Directive emphasise the need for specific harmonised safeguards to be in place, particularly with respect to public limited liability companies, notably because of the frequent cross-border character of their activities and the predominant character of such companies in the economy of the Member States. 

The Directive specifically lays down measures concerning:

1. the coordination of national safeguards with respect to the formation of public limited liability companies and the maintenance and alteration of their capital, and with respect to disclosure, 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;
    
2. the disclosure requirements with respect to branches opened in a Member State by specific types of companies governed by the law of another State, to avoid disparities in the protection of shareholders and third parties;
    
3. the facilitation of mergers and cross-border mergers of limited liability companies; and
    
4. the division of public limited liability companies to ensure that shareholders of the companies involved remain adequately informed.

In Belgium, the Directive will apply to:

1. limited liability companies (naamloze vennootschap/société anonyme);
    
2. limited liability partnerships (commanditaire vennootschap op aandelen/société en commandite par actions); and
    
3. private limited liability companies (besloten vennootschap met beperkte aansprakelijkheid/société privée à responsabilité limitée).

The Directive can be found here.