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

By Dirk Van Gerven

This publication 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 ideas in every one Member country of the eu Union and the eu monetary quarter. It offers businesses and advisors with important insights relating to articles of organization and similar files, the incorporation and capital standards of eu businesses with constrained legal responsibility and the principles acceptable to the purchase and pledge in their personal stocks, the cross-participations, the monetary guidance and the distribution of earnings. A common record at the Capital Directive is by way of a dialogue of the implementation of the principles laid down within the Directive within the nationwide legislation of every Member kingdom, every one according to a typical layout and contributed through a practitioner from that nation.

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

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Therefore, financial assistance was as a general rule prohibited by the Second Company Law Directive (former Art. ). This held true both for the financing of the purchase of shares as well as the subscription for shares issued as a result of a capital increase. However, this prohibition was considered too restrictive and an obstacle to structuring and financing the acquisition of public limited liability companies. For this reason, Directive 2006/68/EC of 6 September 2006 replaced the prohibition with an authorisation under certain conditions.

In this case, however, the voting rights attached to the shares held by the subsidiary shall be suspended as from the time it becomes a subsidiary. Moreover, these shares shall be taken into account to determine the net asset threshold applicable for the acquisition of own shares mentioned in (ii) of no 34 of this chapter (Art. ). 43. As mentioned above, shares held by a subsidiary in its parent company which is a public limited liability company will in general be considered own shares held by the parent company for the purposes of the rules applicable to the acquisition of own shares.

In order to protect the interests of shareholders. 55 The decision with respect to the capital increase, and the capital increase itself, must be made public (see no 51 of this chapter). The articles of association or the general meeting of shareholders may authorise another corporate body to increase the capital. This authorisation must be for no more than the maximum amount fixed in the articles of association or by the general meeting and be valid for a limited term, which may not exceed five years.

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