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Single-member private limited liability companies

The purpose of this Directive is to create a legal instrument allowing the limitation of liability of the individual entrepreneur within the European Union (EU).

ACT

Directive 2009/102/EC of the European Parliament and of the Council of 16 September 2009 in the area of company law on single-member private limited liability companies (Text with EEA relevance).

SUMMARY

This Directive establishes the legal framework applicable to private limited companies.

A company may have a single member by virtue of its being formed, or by virtue of all its shares coming to be held, by a single person (single-member company).

Where a company becomes a single-member company because all its shares have come to be held by a single person, that fact, together with the identity of the single member, must either be entered in a register kept by the company and accessible to the public or be recorded in the file or entered in the central register or the register of companies.

The single member exercises the powers of a general meeting of the company. Decisions taken by the single member and contracts between him and his company as represented by him must be recorded in minutes or drawn up in writing.

Where a Member State allows single-member companies in the case of public limited companies as well, the provisions of this Directive shall apply.

This Directive repeals Directive 89/667/EEC.

REFERENCES

ActEntry into forceDeadline for transposition in the Member StatesOfficial Journal

Directive 2009/102/EC

21.10.2009

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OJ L 258, 1.10.2009

Last updated: 05.05.2011
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