European organisational law is a part of European Union law, which concerns the

formation Formation may refer to: Linguistics * Back-formation, the process of creating a new lexeme by removing or affixes * Word formation, the creation of a new word by adding affixes Mathematics and science * Cave formation or speleothem, a secondar ...

, 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 ...

of public bodies,

partnership A partnership is an arrangement where parties, known as business partners, agree to cooperate to advance their mutual interests. The partners in a partnership may be individuals, businesses, interest-based organizations, schools, governments ...

corporation A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public law "born out of statute"; a legal person in legal context) and ...

s and

foundation Foundation may refer to: * Foundation (nonprofit), a type of charitable organization ** Foundation (United States law), a type of charitable organization in the U.S. ** Private foundation, a charitable organization that, while serving a good cause ...

s in the entire

European Union The European Union (EU) is a supranational political and economic union of member states that are located primarily in Europe. The union has a total area of and an estimated total population of about 447million. The EU has often been de ...

. There is no substantive European company law 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 people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared go ...

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 A directive is a legal act of the European Union that requires member states to achieve a particular result without dictating the means of achieving that result. Directives first have to be enacted into national law by member states before thei ...

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

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

'' (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 Regulatory competition, also called competitive governance or policy competition, is a phenomenon in law, economics and politics concerning the desire of lawmakers to compete with one another in the kinds of law offered in order to attract businesse ...

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 non-human legal person that is not a single natural person but an organization recognized by law as a fictitious person such as a corporation, government agency, NGO or International (inter-governmental) Organization (suc ...

ality.

Proposed

European treaties

*''

Gebhard v Consiglio dell'Ordine degli Avvocati e Procuratori di Milano ''Gebhard v Consiglio dell'Ordine degli Avvocati e Procuratori di Milano'' (1995C-55/94is an EU law case, concerning the freedom of establishment in the European Union. Facts A German lawyer called Mr Reinhard Gebhard from Stuttgart, lived in ...

995 Year 995 ( CMXCV) was a common year starting on Tuesday (link will display the full calendar) of the Julian calendar. Events By place Japan * 17 May - Fujiwara no Michitaka (imperial regent) dies. * 3 June: Fujiwara no Michikane gain ...

ECR I-4165 (C-55/94) *''

Centros Ltd v Erhversus-og Selkabssyrelsen ''Centros Ltd v Erhvervs- og Selskabsstyrelsen'' (1999C-212/97is a European company law case, concerning the right of freedom of establishment. Facts Centros Ltd, a wine import and export business, was registered in the United Kingdom and applie ...

999 999 or triple nine most often refers to: * 999 (emergency telephone number), a telephone number for the emergency services in several countries * 999 (number), an integer * AD 999, a year * 999 BC, a year Books * ''999'' (anthology) or ''999: T ...

ECR I-1459 (C-212/97) *''

Überseering BV v Nordic Construction Company Baumanagement GmbH ''Überseering BV v Nordic Construction Company Baumanagement GmbH'' (2002C-208/00is a European company law case, concerning the right of freedom of establishment. Facts Überseering BV, a Dutch company, was told that because its shares had bee ...

'' (C-208/00) *'' Kamer van Koophandel en Fabrieken voor Amsterdam v Inspire Art Ltd''

003 003, O03, 0O3, OO3 may refer to: *003, fictional British 00 Agent *003, former emergency telephone number for the Norwegian ambulance service (until 1986) *1990 OO3, the asteroid 6131 Towen * OO3 gauge model railway *''O03 (O2)'' and other related ...

ECR 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 for a right of co-determination in large companies, i.e. for employees to vote for boards of directors. The draft went through several major revisions, bu ...

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

codetermination In corporate governance, codetermination (also "copartnership" or "worker participation") is a practice where workers of an enterprise have the right to vote for representatives on the board of directors in a company. It also refers to staff having ...

Draft Ninth Company Law Directive Draft, The Draft, or Draught may refer to: Watercraft dimensions * Draft (hull), the distance from waterline to keel of a vessel * Draft (sail), degree of curvature in a sail * Air draft, distance from waterline to the highest point on a vesse ...

, on

corporate groups A corporate group or group of companies is a collection of parent and subsidiary corporations that function as a single economic entity through a common source of control. These types of groups are often managed by an account manager. The concept ...

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 mergers 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 mergers 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 A group is a number of persons or things that are located, gathered, or classed together. Groups of people * Cultural group, a group whose members share the same cultural identity * Ethnic group, a group whose members share the same ethnic ide ...

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 An audit is an "independent examination of financial information of any entity, whether profit oriented or not, irrespective of its size or legal form when such an examination is conducted with a view to express an opinion thereon.” Auditing ...

of accounting document, repealed by 2006/43/EC, on statutory

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'

ELR 528

External links

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