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

By Dirk Van Gerven

This ebook offers an outline of the second one Council Directive 77/91/EEC of thirteen December 1976 (also often called the Capital Directive) and its enforcing principles in every one Member country of the eu Union and the ecu fiscal region. It presents businesses and advisors with invaluable insights relating to articles of organization and comparable files, the incorporation and capital necessities of ecu businesses with restricted legal responsibility and the foundations appropriate to the purchase and pledge in their personal stocks, the cross-participations, the monetary guidance and the distribution of earnings. A basic file at the Capital Directive is by way of a dialogue of the implementation of the foundations laid down within the Directive within the nationwide legislation of every Member nation, each one according to a typical structure and contributed through a practitioner from that country.

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Creditors should be informed thereof, and shareholders called to decide on the future of the company before matters get out of hand. Thus, in the event of a serious drop in the subscribed capital, a general meeting of shareholders should be called within the time period specified by national law to consider whether the company should be wound up and vote on any other proposed measures (Art. ). If management proposes that the company should continue in existence, it shall propose at the shareholders’ meeting measures to be taken to help the company recover.

In Member States which adhere to the head office (siège réel) theory, this should be read as referring to the corporate head office (see no 7 of this chapter). (v) Shares acquired from a shareholder by way of a sanction in the event of failure to pay up the shares. (vi) Shares acquired in order to indemnify minority shareholders in associated companies. (vii) Fully paid-up shares acquired pursuant to a sale enforced by court order for the payment of a debt owed to the company by the shareholder. 44 However, the exempt acquisitions may not result in reducing the company’s net asset value below the amount of its subscribed capital plus any reserves that may not be distributed by law (Art.

However, a capital decrease is in any case mandatory if the acquisition of 44 Such companies are governed by Council Directive 85/611/EC of 20 December 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), as amended. community rules 29 the shares to be cancelled results in the company’s net asset value falling below the amount of its subscribed capital plus those reserves which may not be distributed by law or further to the company’s articles of association.

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