Simplification of the 1st and 11th Directive
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Simplification of the 1st and 11th Directive
• Proposal for a Directive of the European Parliament and of the Council amending Council Directives 68/151/EEC and 89/666/EEC as regards publication and translation obligations of certain types of companies
• 17.4.2008 submitted by EC• negotiations started during SI PRES • CZ PRES took over the negotiations from FR on
1st January 2009
Why?
• company law directives – adopted between 1960s and 1980s
• 1st CLD – adopted in 1968• progress in information technologies• duplication of information provided by companies
Type of action
• part of the Action programme for the reduction of the administrative burden – number of proposals submitted as a „fast track“
• company law, accounting and auditing – priority areas in admin. burden initiative
• in parallel Commission launched initiative for simplification of the regulatory environment for European businesses (within the general context of Better Regulation)
Content – 1st CLD
• original version – target: publication requirements for limited liability companies (Art. 3)
- commercial registers, national gazettes + - national/regional newspapers (outside the scope of the directive)• amendment 2003 – adaptation to new
technologies – since January 2007 possibility to file documents and particulars by electronic means + national gazette can be kept in electronic form/equally effective means
• publication costs: - incorporation of the company
- change to documents/particulars (e.g. annual accounts)
- publication requirements included also in other directives/regulations (references used to the disclosure rules in 1st CLD); e.g. SE, SCE, 3rd CLD on mergers, 6th CLD on divisions, 10th CLD on cross-border mergers …
New proposal
• aim: reduce redundant publication requirements = reduce admin. and financial costs for companies
• content: obligatory central electronic platform (information disclosed in chronological order, e.g. registers´website or electronic national gazette) + no special fee for companies as regards publication via CEP or any additional publication obligation imposed by MS
• justification: electronic availability = no need for the publication in national gazettes (paper based); national gazettes often contain a reference and not the full information
• MS free to continue to provide for additional publication obligations – free of charge for companies
• registration fees are kept (recital 6)
Impact Assesment
• the total minimum costs of current rule to publish in national gazettes – estimated at:
1) around 410 mil. EUR/year (as regards publication of annual accounts)
2) around 200 mil. EUR/year (as regards publication of changes in the registers)
3) internal costs of companies for preparation of the information to be published
4) in some MS – costs for publication in newspapers (no figures available)
Challenges
• traditions• internet penetration • earnings
11th CLD
• the proposal contains modification of 11th CLD on branches
• objective: reduce costs for translation and certification
• proposed measures: mutual recognition of translations of certain documents of a branch (e.g. memorandum, articles of association, accounting documents)
Thank you for your attention!
Martina Nemcova
Attaché for Company Law
Permanent Representation of the Czech Republic
martina_nemcova@mzv.cz
Tel. 0032 (0) 221 39 324
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