European organisational law

European organisational law is a part of European Union law, which concerns the formation, operation and insolvency of public bodies, partnerships, corporations and foundations in the entire European Union. There is no substantive European company law as such, although a host of minimum standards are applicable to companies 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. There is, however, also the option of businesses to incorporate as a Societas Europaea (SE), which allows a company to operate across all member states.

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History
Main articles: History of company law and History of the European Union

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 personality.

Name (in Latin) Abbrev. English translation Established as a legal form Number of registrations[1] (2014) Comment
N/AEEIGEuropean economic interest grouping1985several thousande.g. ARTE
Societas EuropaeaSEEuropean company20042423
Societas cooperativa EuropaeaSCEEuropean cooperative society2006
N/AEGTCEuropean grouping of territorial cooperation200678
N/AERICEuropean Research Infrastructure Consortium200922
N/AEuropartyEuropean political party201410defined already in 2003, but a legal form in its own right only since 2014
N/AEurofoundationEuropean political foundation20149defined already in 2007, but a legal form in its own right only since 2014

Proposed
Name (in Latin) Abbrev. English translation Comment
Societas privata EuropaeaSPEEuropean private companyproposal withdrawn,
foreseen alternative: SUP
Societas unius personaeSUPSole proprietorship
Fundatio EuropaeaFEEuropean foundation
N/AMEEuropean mutual society
Associatio EuropaeaAEEuropean association

European treaties
Main article: Regulatory competition

Harmonised fields of national law
Main articles: Harmonisation of law and Subsidiarity

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 Directive 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 by 2009/102/EC
  • Draft Fourteenth Company Law Directive, on cross-border transfer of the registered offices of limited liability companies

Corporate governance

Capital maintenance

Mergers and acquisitions
  • Third Company Law Directive 78/855/EEC, on mergers of public limited liability companies, repealed by 2011/35/EU
  • Sixth Company Law Directive 82/891/EEC, on division of public companies, amended by 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 by 2009/133/EC

Accounting and audit
  • Fourth Company Law Directive 78/660/EEC, on accounting standards, repealed by the EU Accounting Directive 2013/34/EU
  • Seventh Company Law Directive 83/349/EEC, on group accounts, repealed by the EU Accounting Directive 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

See also

Notes
  1. Societas Europaea registrations seeurope-network.org

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' [2003] ELR 528
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