Brussels, 01/02/2007 (Agence Europe) - On Thursday 1 February 2007, the European Parliament adopted the own initiative report by German Social Democrat Klaus-Heiner Lehne calling on the Commission to launch “a legislative proposal on the statute of the European private company” (EPC). Such a proposal, expected by MEPs in the form of a regulation some time in 2007, should be based on the list of ten detailed recommendations adopted by MEPs. This EPC statute, which is directed at small and medium-sized enterprises (SMEs) which operate across national borders, should, says the rapporteur Mr Lehne, learn from the failure of the statute of joint stock company (JSC), little used by large capital companies (see EUROPE 8065).
“We have managed to find a compromise between the Anglo-Saxon and continental legal models, particularly regarding the capital and reserves” of the EPC, Mr Lehne said during the plenary session debate on Thursday 1 February. He announced a political agreement in the EP “not to restrict workers' rights” on share-holding. Internal Market Commissioner Charlie McCreevy said that his staff would consider the report's suggestions and the pros and cons of an EPC statute. Spanish Socialist MEP Medina Ortega, opining that the report's annex had “not been sufficiently discussed”, stressed that the Commission had to carry out an impact study because “we have already had one failure with the JSC”. British Conservative MEPs Godfrey Bloom (IndDem) and Ashley Mote (ITS) criticised the determination of Eurocrats who knew nothing about running an SME.
In order to avoid the difficulties encountered by the JSC, MEPs took the view that an EPC statute should be based as far as possible on Community legislation, and, when this was impossible, should refer to national law for the companies to which the EPC would be equated in member states, as far as those aspects not dealt with in the regulation were concerned. For example, the EPC should be able to merge, transfer headquarters, de-merge or convert to a joint stock company in line with specific European legislation. MEPs said the EPC should be subject to European directives on annual and consolidated accounts (78/660/EEC and 83/349/EEC). National and European rules on workers holding shares should apply. The legislation of the member state in which the EPC is established should be respected with regard to dissolutions, liquidations, insolvencies and cessation of payments, and similarly for criminal, social and labour laws.
The EP felt that the capital of an EPC should be “€10,000 at least” and be divided into shares with a specific nominal value. It recommends that the EPC statute contain information on the following: the legal form and business name of the company; the business object; the registered office of the company; the company capital and the body or bodies entitled to represent the company vis-à-vis third parties and in court; and the contribution to be made by each member in respect of the company shares held by him or her. Another recommendation is that EPC bodies should be collectively liable for damages resulting in the reduction of net assets for the benefit of a company body, a member or a person closely associated with one of these through acts of the company; and that the recipient of an unwarranted payment by the company should be responsible for refunding it. The future regulation should also contain model articles of association and the types of company with which the EPC is equated in respect of areas not covered by the regulation. (mb)