Directive 2009/101 - Coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent (Codified version) - Main contents
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Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009 on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent (Codified version)| Legal instrument | Directive |
|---|---|
| Number legal act | Directive 2009/101 |
| Original proposal | COM(2008)39  |
| CELEX number i | 32009L0101 |
| Document | 16-09-2009 |
|---|---|
| Publication in Official Journal | 01-10-2009; OJ L 258, 1.10.2009,Special edition in Croatian: Chapter 17 Volume 001 |
| Effect | 21-10-2009; Entry into force Date pub. + 20 See Art 17 |
| End of validity | 19-07-2017; Repealed by 32017L1132 |
1.10.2009 |
EN |
Official Journal of the European Union |
L 258/11 |
DIRECTIVE 2009/101/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 16 September 2009
on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent
(codified version)
(Text with EEA relevance)
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Treaty establishing the European Community, and in particular Article 44(2)(g) thereof,
Having regard to the General Programme for the abolition of restrictions on freedom of establishment (1), and in particular Title VI thereof,
Having regard to the proposal from the Commission,
Having regard to the opinion of the European Economic and Social Committee (2),
Acting in accordance with the procedure laid down in Article 251 of the Treaty (3),
Whereas:
(1) |
First Council Directive 68/151/EEC of 9 March 1968 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Community (4) has been substantially amended several times (5). In the interests of clarity and rationality that Directive should be codified. |
(2) |
The coordination of national provisions concerning disclosure, the validity of obligations entered into by, and the nullity of, companies limited by shares or otherwise having limited liability is of special importance, particularly for the purpose of protecting the interests of third parties. |
(3) |
The basic documents of the company should be disclosed in order that third parties may be able to ascertain their contents and other information concerning the company, especially particulars of the persons who are authorised to bind the company. |
(4) |
Without prejudice to substantive requirements and formalities established by the national law of the Member States, companies should be able to choose to file their compulsory documents and particulars by paper means or by electronic means. |
(5) |
Interested parties should be able to obtain from the register a copy of such documents and particulars by paper means as well as by electronic means. |
(6) |
Member States should be allowed to decide to keep the national gazette, designated for publication of compulsory documents and particulars, in paper form or electronic form, or to provide for disclosure by equally effective means. |
(7) |
Cross-border access to company information should be facilitated by allowing, in addition to the mandatory disclosure made in one of the languages permitted in the company’s Member State, voluntary registration in additional languages of the required documents and particulars. Third parties acting in good faith should be able to rely on the translations thereof. |
(8) |
It is appropriate to clarify that the statement of the compulsory particulars set out in this Directive should be included in all company letters and order forms, whether they are in paper form or use any other medium. In the light of technological developments, it is also appropriate to provide that these statements be placed on any company website. |
(9) |
The protection of third parties should be ensured by provisions which restrict to the greatest possible extent the grounds on which obligations entered into in the name of the company are not valid. |
(10) |
It is necessary, in order to ensure certainty in the law as regards relations between the company and third... |
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