Capital Directive in Europe: The Rules on Incorporation and by Dirk Van Gerven

By Dirk Van Gerven

This publication presents an outline of the second one Council Directive 77/91/EEC of thirteen December 1976 (also referred to as the Capital Directive) and its imposing ideas in each one Member kingdom of the ecu Union and the eu fiscal zone. It offers businesses and advisors with invaluable insights relating to articles of organization and similar files, the incorporation and capital standards of eu businesses with restricted legal responsibility and the foundations appropriate to the purchase and pledge in their personal stocks, the cross-participations, the monetary suggestions and the distribution of gains. A common document at the Capital Directive is by means of a dialogue of the implementation of the principles laid down within the Directive within the nationwide legislation of every Member country, each one according to a standard structure and contributed by means of a practitioner from that nation.

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Extra resources for Capital Directive in Europe: The Rules on Incorporation and Capital of Limited Liability Companies

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Finally, national law may provide that a general meeting is not required (a) if the acquisition of own shares is intended to encourage the participation of employees or other groups of persons defined by national law in the company’s capital or (b) for companies incorporated under a special law which are entitled to issue both capital shares and workers’ shares, the workers’ shares being issued to the company’s employees as a separate body, who are represented at general meetings of shareholders by delegates having the right to vote (Art.

Another example is the provision of security to a bank to guarantee a loan extended by the bank to the buyer of the company’s shares. In practice, a number of more complicated financing transactions also qualify as financial assistance. If the situation is unclear, the parties’ intentions may be decisive. The rules on financial assistance also apply to financial assistance to facilitate the pledge of the company’s shares (Art. ). 46. If a Member State allows a public limited liability company to provide financial assistance to a third party for the acquisition community rules 35 of its own shares, national law must make the acquisition subject to the following conditions.

The above rules apply not only to a capital increase through the issuance of new shares representing capital but also to a decision to issue securities which are convertible into shares or which carry the right to subscribe for shares (Art. ). The conversion of these securities or the exercise of the subscription rights and, as a result, the issuance of shares at that time will not require a new decision in accordance with the above rules. 55. National law may derogate from the provisions laid down in Article 25 to the extent necessary to adopt or apply provisions designed to encourage the participation of employees or other groups of persons defined by national law in the company’s capital (Art.

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