single-member limited liability...

Single-member limited liability companies

Consultation by the European Commission, DG MARKT Preliminary Remark:

This questionnaire has been drafted by the Directorate General for Internal Market and Services in order to assessthe need for legislative action concerning single-member limited liability companies. It does not reflect the views ofthe European Commission and will not prejudice its future decisions, if any, on single-member limited liabilitycompanies.

INTRODUCTION

In its 2012 Action Plan on European company law and corporate governance , the Commission stated that European SMEs (small[1]

and medium-sized enterprises) have an essential role to play in strengthening the EU economy, especially in the face of theeconomic crisis. Significant work has already been done to make life easier for SMEs in a number of areas in which they seem tohave problems, including actions following the 2011 review of the Small Business Act. As regards company law in particular, theCommission believes that SMEs need simpler and less burdensome conditions for doing business across the EU and it remains aclear priority for the Commission to take concrete measures in this regard. In view of the lack of progress in the negotiations of the proposal of the European Private Company (SPE) Statute, the 2012 publicconsultation showed that stakeholders were hesitant to continue the negotiations on this proposal, but at the same time keen toexplore alternative measures. The purpose of this consultation is to get more in-depth information on whether the harmonisation of national laws with regard tosingle-member limited liability companies would actually provide companies, and in particular SMEs, with simple, flexible andwell-known rules across the EU and reduce the costs they are currently facing. The responses will be taken into account inassessing the need for and impact of a possible new instrument. The existence of single-member limited liability companies is foreseen by the 12th company law directive (Directive 2009/102/EC inthe area of company law on single-member private limited liability companies). This directive provides only very limitedharmonisation of national laws and does not address the key issues such as, , registration requirements, creditors'inter aliaprotection, transfer of seat, minimum capital requirements, dissolution. All these issues are left for regulation at a national level. It seems that the costs and risks involved in having to deal with several different national legal systems often prevent companiesfrom expanding their activities abroad. In addition, the lack of trust in foreign corporate legal forms may make the participation ofSMEs in the Internal Market more difficult. The existing measures facilitating the mobility of companies, i.e. the cross-bordermergers directive and SE Regulation, as well as the case-law of the Court of Justice, do not address all SMEs' needs. Therefore, the questionnaire contains questions about the need for legislative action at the EU level, together with questions aboutits possible content and barriers that currently exist for companies that want to increase their presence in the Internal Market. Responses to this consultation should be concise, focused specifically on the questions raised and sent .no later than 15/09/2013The answers to the questionnaire (to be found below) should be given on-line or, if there is a need to send attachments, to [email protected]

Glossary:

Private Limited Liability Companies: See the list of such companies in Directive 2009/102/EC, Annex I,

http://eur-lex.europa.eu/Notice.do?val=501719:cs&lang=en&list=501719:cs,&pos=1&page=1&nbl=1&pgs=10&hwords=&checktexte=checkbox&visu=#texte


, Public Limited Liability Companies: See the list of such companies in Directive 2012/30/EU, Annex I

See specific privacy statement

[1] http://ec.europa.eu/internal_market/company/modern/index_en.htm

Questions marked with an asterisk require an answer to be given.*

I. Information

1. Please indicate if you are responding as or on behalf of: *a) Public authority (including government)

b) Private Sector Company

c) Public Sector Company

d) University/Research Institute/Think Tank or similar

e) Lawyer/notary

f) Business Federation/ Business Organisation/Chamber of Commerce, other federation, association ororganisation

g) Trade Union/Employee Body or similar

h) Individual

i) Consumers' association

j) Other

Please specify: * (maximum 500 characters)



Your country:

*

Austria Greece Norway

Belgium Hungary Poland

Bulgaria Iceland Portugal

Croatia Ireland Romania

Cyprus Italy Slovakia

Czech Republic Latvia Slovenia

Denmark Lichtenstein Spain

Estonia Lithuania Sweden

Finland Luxembourg Switzerland

France Malta United Kingdom

Germany Netherlands

Your name and address:

2. Information about your company

2.1 Size of the company

*a) Micro (0-9 employees)

b) Small (10-49 employees)

c) Medium-sized (50-249 employees)

d) Big (more than 250 employees)

2.2 Legal form of your company

*a) Sole trader

b) Private limited company

c) Public limited company

d) European Company (SE)

e) Other (unlimited liability company, partnership, etc)

2.2.1 Are you a single-member company? *a) Yes

b) No

2.2.2 Are you a single-member/shareholder in another single-member company? *a) Yes, in my country b) Yes, in another EU country c) No

2.3 Field of activity of your company

*a) Goods

b) Services

c) Other

2.4 Country of your current registered office?

*EU country

non-EU country

Select your country

*











Germany Netherlands

Specify the country:* (maximum 500 characters)

2.5 Is your business already engaged in cross-border trade/activities in the EU ?

*a) Yes

b) No

2.5.1 What is the percentage of your cross-border trade within the EU to your total turnover? *a) 1-10%

b) 11-30%

c) 31-50%

d) above 50%

e) I do not know

2.6 Are you planning to be engaged in cross-border trade in the foreseeable future ?

*a) Yes

b) No

c) I do not know

2.7 Is your organisation registered in the Transparency Register ? You have the opportunity to register yourorganisation ( ) before you submit your contribution http://europa.eu/transparency-register/index_en.htm

a) Yes

b) No

II. Need for harmonisation

1. Do you agree with the finding that the overall participation of SME's in cross-border trade/activities in the EU is

low in relation to their potential ? *a) Yes

b) No

c) I do not know

Comments: (maximum 500 characters)

2. Is it difficult for SMEs to expand their commercial activities/trade by setting-up a branch or subsidiary abroad

(within the EU)? *a) Yes

b) No

c) I do not know

http://europa.eu/transparency-register/index_en.htm


3. Is it difficult for SMEs to move their registered office, headquarters or principle place of business abroad (within

the EU)? *a) Yes

b) No

c) I do not know


4. Why is it difficult to move or expand a commercial activity/trade, by setting-up a branch or subsidiary, abroad

(within the EU)? *a) Compliance costs with foreign legislation on company law issues (translations, registration

requirements/fees, capital requirements, reporting, operational/running costs including legal advice related to it,etc.)

b) Difficulty of financing due to cross-border dimension

c) Legal advice costs related to the set-up of the company in the foreign legal system

d) Lack of knowledge/trust of foreign company law forms

e) Other

f) I do not know



5. Within compliance costs, which do you consider as being the biggest obstacle to moving or expanding the

commercial activity/trade, by setting-up a branch or subsidiary, abroad (within the EU) ? *a) Registration fees (including notary fees)

b) Initial capital

c) Annual running/operational costs including reporting, accounting, auditing, legal advice

d) Translations

e) Other (e.g. labour law, health and safety issues etc.)

5.1 Is this obstacle: *a) strong

b) medium

c) weak

5.2 Is this obstacle : *a) strong

b) medium

c) weak


b) medium

c) weak


b) medium

c) weak


6. Would the legislative harmonisation of requirements concerning single-member private limited liability companiesat the EU level encourage/facilitate an increase in cross-border activity of SMEs within the EU? (harmonisationcould include, inter alia, registration, methods of formation, initial capital, protection of creditors, transfer of

registered office, registration of branches) *a)Yes

b) No

c) I do not know

What would otherwise increase such activity of SME's ?

*a) Information campaign b) Use of points of single contact c) Other

Please specify : *

III. Quantifiable data

1. How many single-member limited liability companies are there in your country at the date of filling theprivate

questionnaire ? Specify the number: *

2. How many single-member limited liability companies are there in your country at the date of filling thepublic

questionnaire ? Specify the number: *

3. What is the minimum capital requirement (in EUR) for setting-up a single-member limited liabilityprivatecompany in your country? If the requirement differs for specific sectors, please provide us with the most common

one. Specify the amount: *

4. What is the minimum capital requirement (in EUR) for setting-up a single-member limited liabilitypubliccompany in your country? If the requirement differs for specific sectors, please provide us with the most common

one. Specify the amount: *

5. What are the registration costs (in EUR, including court and/or maximum notary fees) for a single-member

limited liability company in your country? Specify the amount: private *

6. What are the registration costs (in EUR, including court and/or maximum notary fees) for a single-member

limited liability company in your country? Specify the amount: public *

7. What is the average legal advice cost (in EUR) related to the setting-up of a single-member limitedprivateliability company in your country? Specify the amount:

*

8. What is the average legal advice cost (in EUR) related to the setting-up of a single-member limitedpublic

liability company in your country? Specify the amount: *

9. What are, in your experience/knowledge, the incurred in relation to the setting up of atotal additional costssingle-member limited liability company abroad (within the EU) in comparison to setting-up the company inprivateyour own country? The amount:

*

a) 1-4.999euros

b)5.000-9.999euros

c)10.000-20.000euros

d) More than20.000 euros

e) Noadditional costs

f) I do notknow

Your country :

*











Germany Netherlands

Another country :

*











Germany Netherlands

10. What are, in your experience/knowledge, the incurred in relation to the setting up of atotal additional costssingle-member limited liability company abroad (within the EU) in comparison to setting-up the company inpublic

your own country? The amount:*

a) 1-4.999euros

b)5.000-9.999euros

c)10.000-20.000euros



f) I do notknow

Your country :

*











Germany Netherlands

Another country :

*











Germany Netherlands

11. What are, in your experience/knowledge, the associated with the setting-up of aadditional legal advice costssingle-member limited liability company abroad (within the EU) in comparison to setting-up the company inprivate


a) 1-4.999euros

b)5.000-9.999euros

c)10.000-20.000euros



f) I do notknow

Your country :

*











Germany Netherlands

Another country :

*











Germany Netherlands

12. What are, in your experience/knowledge, the associated with the setting-up of aadditional legal advice costssingle-member limited liability company abroad (within the EU) in comparison to setting-up the company inpublic


a) 1-4.999euros

b)5.000-9.999euros

c)10.000-20.000euros



f) I do notknow

Your country :

*











Germany Netherlands

Another country :

*











Germany Netherlands

IV. Substance - A potential initiative on single-member limited liabilitycompanies

1. Should the potential initiative include simple rules for company registration on-line with one common standardregistration form throughout the EU?

*

a) Yes

b) No

c) I do not know

Comments (maximum 500 characters)

2. Should the potential initiative include rules on on-line creation of branches abroad (within the EU) via the centralplatform of interconnection of national business registers ?

*

a) Yes

b) No

c) I do not know


3. Should the potential initiative harmonise the amount of minimum legal capital required for the setting-up of asingle-member private limited liability company ?

*

a) Yes

b) No

c) I do not know

3.1. What should be the harmonised amount of minimum legal capital? *a) 1 euro

b) 1-999 euros

c) 1.000-4.999 euros

d) 5.000 euros or more

e) I do not know


4. Should the potential initiative include rules on distributions/dividends if a company would be unable to continuepaying its due debts after the distribution/paying the dividends?

*

a) Yes

b) No

c) I do not know


5. In case of minimum capital being more than 1 euro, should the potential initiative include rules on the oppositionof creditors to a significant reduction of capital?

*

a) Yes

b) No

c) I do not know


6. Should the potential initiative include rules on the transfer of registered office?

*

a) Yes

b) No

c) I do not know


7. If the number of members in a single-member private limited liability company increases to more than one,should the potential initiative provide for recourse to national laws to convert the single-member private companyinto another national company law form?

*

a) Yes

b) No

c) I do not know


8. Should the potential initiative provide for limits as to how many single-member private limited liability companiesone natural or legal person can create?

*

a) Yes

b) No

c) I do not know

What kind of rules would you suggest? (maximum 1000 characters)


9. Should the potential initiative include special rules for SMEs which would make the setting-up of single-memberprivate limited liability companies easier and cheaper for them than for bigger companies?

*

a) Yes

b) No

c) I do not know


10. Should the potential initiative provide for a new common abbreviation (like SEUP – Societas EuropeaUniPersonam ) for all single-member private limited liability companies in the EU in order to increase the trust in“foreign” company law forms?

*

a) Yes

b) No

c) Other abbreviation

d) I do not know

Your proposition for an abbreviation *


11. Should the potential initiative cover, not only single-member limited liability companies, but alsoprivate

single-member limited liability companies ?public *

a) Yes

b) No

c) I do not know

Comments: *

V. Comments

If you would like to submit additional comments, please attach them here

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