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The formation of public limited liability companies and the maintenance and alteration of their capital

This second Company Law Directive coordinates national provisions concerning the formation of public limited liability companies, minimum capital requirements, distributions to shareholders, and increases and reductions in capital.


Second Council Directive 77/91/EECof 13 December 1976 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent [See amending acts].


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.


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


ActEntry into forceDeadline for transposition in the Member StatesOfficial Journal

Directive 77/91/EEC



OJ L 26, 31.1.1977

Amending act(s)Entry into forceDeadline for transposition in the Member StatesOfficial Journal

Directive 92/101/EEC



OJ L 347, 28.11.1992

Directive 2006/68/EC



OJ L 264, 25.9.2006

Directive 2009/109/EC



OJ L 259, 2.10.2009

The successive amendments and corrections to Directive 77/91/EEC have been integrated in to the original text. This consolidated version is of documentary value only.

Last updated: 22.06.2011
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