European organisational law is a part of

European Union law European Union law is a system of Supranational union, supranational Law, laws operating within the 27 member states of the European Union (EU). It has grown over time since the 1952 founding of the European Coal and Steel Community, to promote ...

, which concerns the formation, operation and

insolvency In accounting, insolvency is the state of being unable to pay the debts, by a person or company ( debtor), at maturity; those in a state of insolvency are said to be ''insolvent''. There are two forms: cash-flow insolvency and balance-sheet i ...

of public bodies,

partnership A partnership is an agreement where parties agree to cooperate to advance their mutual interests. The partners in a partnership may be individuals, businesses, interest-based organizations, schools, governments or combinations. Organizations ...

corporation A corporation or body corporate is an individual or a group of people, such as an association or company, that has been authorized by the State (polity), state to act as a single entity (a legal entity recognized by private and public law as ...

s and foundations in the entire

European Union The European Union (EU) is a supranational union, supranational political union, political and economic union of Member state of the European Union, member states that are Geography of the European Union, located primarily in Europe. The u ...

. There is no substantive European

company law Corporate law (also known as company law or enterprise law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corp ...

as such, although a host of minimum standards are applicable to

companies A company, abbreviated as co., is a legal entity representing an association of legal people, whether natural, juridical or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specifi ...

throughout the European Union. All member states continue to operate separate companies acts, which are amended from time to time to comply with EU Directives and

Regulations Regulation is the management of complex systems according to a set of rules and trends. In systems theory, these types of rules exist in various fields of biology and society, but the term has slightly different meanings according to context. Fo ...

. There is, however, also the option of businesses to incorporate as a ''

Societas Europaea A (, ; "European society" or "company"; plural: ; abbr. SE) is a public company registered in accordance with the European corporate law, corporate law of the European Union (EU), introduced in 2004 with the Council Regulation on the Statute ...

'' (SE), which allows a company to operate across all member states.

History

There have been, since the European Community was founded in 1957, a series of directives creating minimum standards for business across the European Union. A central aim restated in each Directive is to reduce the barriers to freedom of establishment of businesses in the European Union through a process of harmonising the basic laws. The object is that when laws are harmonised, business will not be deterred by different or more onerous laws, but at the same time harmonisation provides a basic level of protection for investors in each member state, none of which are forced into regulatory competition.

Types

Existing

Except for the EEIG which is an unlimited partnership, all of the following types have full EU/EEA-wide

juridical person A juridical person is a legal person that is not a natural person but an organization recognized by law as a fictitious person such as a corporation, government agency, non-governmental organisation, or international organization (such as the ...

ality.

Proposed

European treaties

*'' Gebhard v Consiglio dell'Ordine degli Avvocati e Procuratori di Milano'' 995ECR I-4165 (C-55/94) *'' Centros Ltd v Erhversus-og Selkabssyrelsen'' 999ECR I-1459 (C-212/97) *'' Überseering BV v Nordic Construction Company Baumanagement GmbH'' (C-208/00) *'' Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd'' 003ECR I-10155 (C-167/01)

Harmonised fields of national law

Formations and civil law

*First Company Law Directive 68/151/EEC, on co-ordination of safeguards (...) for the protection of the interests of members and others, repealed by 2009/101/EC. This concerns company registrations, transactional validity, the effect of ultra vires transactions, or transactions by improperly incorporated businesses. Now replaced by Directiv
2017/1132
*Eleventh Company Law Directive 89/666/EEC, on disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State *Twelfth Company Law Directive 89/667/EEC, on single-member private limited-liability companies, repealed b
2009/102/EC
*Draft Fourteenth Company Law Directive

Corporate governance

* Shareholder Rights Directive 2007/36/EC, on the exercise of certain rights of shareholders in listed companies *

Draft Fifth Company Law Directive The Draft Fifth Company Law Directive (1972–2001) was a European Union proposed directive (European Union), directive for a right of co-determination in large companies, i.e. for employees to vote for boards of directors. The draft went through se ...

, on the structure of public companies, shareholder rights to determine director pay and

codetermination Worker representation on corporate boards of directors, also known as board-level employee representation (BLER), refers to the right of workers to vote for representatives on a board of directors in corporate law. In 2018, a majority of Organisatio ...

* Draft Ninth Company Law Directive, on corporate groups

Capital maintenance

* Second Company Law Directive 77/91/EEC, on formation of public companies and the maintenance and alteration of capital, updated by 2006/68/EC and 2009/109/EC, repealed b
2012/30/EU

Mergers and acquisitions

*Third Company Law Directive 78/855/EEC, on

merger Mergers and acquisitions (M&A) are business transactions in which the ownership of a company, business organization, or one of their operating units is transferred to or consolidated with another entity. They may happen through direct absorpt ...

s of public limited liability companies, repealed b
2011/35/EU
*Sixth Company Law Directive 82/891/EEC, on division of public companies, amended b
2007/63/EC
*Tenth Company Law Directive 2005/56/EC, on cross-border

s of limited liability companies *Thirteenth Company Law Directive 2004/25/EC, on takeover bids *Merger Tax Directive 90/434/EEC, on the common system of taxation applicable to mergers, divisions, transfers of assets and exchanges of shares concerning companies of different Member States, repealed b
2009/133/EC

Accounting and audit

*Fourth Company Law Directive 78/660/EEC, on accounting standards, repealed by the EU Accounting Directiv
2013/34/EU
*Seventh Company Law Directive 83/349/EEC, on group accounts, repealed by the EU Accounting Directiv
2013/34/EU
*Eighth Company Law Directive 84/253/EEC, on the approval of persons responsible for carrying out the statutory audits of accounting document, repealed by 2006/43/EC, on statutory audits of annual accounts and consolidated accounts

Market regulation

* Market Abuse Directivebr>2003/6/EC
* Transparency of Listed Companies Directivebr>2004/109/EC

Notes

References

;Books *S Grundmann, ''European Company Law'' (Intersentia 2006) *M Habersack and D Verse, ''Europäisches Gesellschaftsrecht'' (CH Beck 2011) *Lutter, M/Bayer, W/Schmidt, J, ''Europäisches Unternehmens- und Kapitalmarktrecht'' (De Gruyter 2017) *Jung, S/Krebs, P/Stiegler, S, ''Gesellschaftsrecht in Europa'' (Nomos 2019) ;Articles *M Andenas, 'Free Movement of Companies' (2003) 119 LQR 221 *P Dyrberg, 'Full Free Movement of Companies in the European Community at Last' 003ELR 528

External links

EU internal market page on company law
{{DEFAULTSORT:European Company Law *