EUROPA

SUMMARY

This Directive establishes provisions which aim to protect shareholders and creditors of public limited liability companies by coordinating national provisions relating to the formation of companies and the maintenance, increase or reduction of their capital.

The Directive lays down minimum requirements in terms of information. The statutes or instrument of instruction of a public limited liability company should contain the following information:

• the type and name of the company;
• the objects of the company;
• the amount of capital;
• the rules governing appointing members responsible for the management, administration and supervision of the company.

Further information must be published in the statutes, the instrument of incorporation or in a separate document, including:

• the registered office;
• the value, number and form of the subscribed shares;
• the amount of subscribed capital;
• the identity of the signatories of the instrument of incorporation or the statutes.

In addition the Directive lays down the rules applicable:

• to the value of the minimum capital;
• to the issuing and acquisition of shares;
• to the distribution of dividends;
• to the financial aid accorded by companies for the acquisition of their shares;
• to the increases and reductions in capital;
• to the dissolution of public limited liability companies.

With regard to these increases and reductions of capital, the Directive aims in particular to ensure that the Member States’ legislation ensures equal treatment to all shareholders who are in the same position, as well as protecting creditors.

This Directive limits the possibility for a public limited liability company to acquire its own shares. In order to prevent circumvention, Directive 92/101/CEE extends this rule to all capital companies covered by Directive 68/151/CEE in which the company indirectly holds a majority of the voting rights or on which it can exercise a dominant influence either directly or indirectly, even if the other company is governed by the law of a third country on the condition that it has a comparable legal forms.

Context

This Directive forms part of the Community’s harmonisation of company law and company governance process, an essential condition in realising the internal market.