EUROPEAN COMMISSION

Enlargement Directorate-General

 

 

 

Analytical examination of the acquis

CHAPTER 06 – COMPANY LAW

 Annotated Agenda for the Explanatory Screening

21.06.2006

Time

Subject

Acquis references

Speaker

09:00

Opening & Introduction

DG Enlargement

DG Internal Market and Services

 

Company law and corporate governance

09:15

Disclosure requirements in respect of (public and private) limited liability companies

31968L0151
First Council Company Law Directive 68/151/EEC of 9 March 1968 on co-ordination 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 (Official Journal L 065, 14.3.1968, p. 8) html

32003L0058
 Directive 2003/58/EC of the European Parliament and of the Council of 15 July 2003 amending Council Directive 68/151/EEC, as regards disclosure requirements in respect of certain types of companies (Official Journal L 221 , 04/09/200; p. 13 - 16) html & pdf

DG Internal Market and Services

 

Disclosure requirements in respect of branches

31989L0666
 Eleventh Council Company Law Directive 89/666/EEC of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State (Official Journal L 395 , 30/12/1989, p, 36 - 39) html

DG Internal Market and Services

09:30

Time for questions

 

 

9:45

European Economic Interest Grouping

31985R2137
 Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic Interest Grouping (EEIG) (Official Journal L 199 , 31/07/1985, p. 1 - 9) html

DG Internal Market and Services

10:00

Time for questions

 

 

10:15

Capital maintenance

31977L0091
Second Council Company Law Directive 77/91/EEC of 13 December 1976 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, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent (Official Journal L 026 , 31/01/1977, p. 1 - 13 ) html

 

31992L0101

Council Directive 92/101/EEC of 23 November 1992 amending Directive 77/91/EEC on the formation of public limited- liability companies and the maintenance and alteration of their capital (Official Journal L 347 , 28/11/1992, p. 64 – 66) html

 

Proposal for a directive of the European Parliament and of the Council amending Council Directive 77/91/EEC as regards the formation of public limited liability companies and the maintenance and alteration of their capital (COM(2004)0730 – C6-0169/2004 – 2004/0256(COD)) (not yet published in the Official Journal) pdf (Council final compromise text)

 

10:30

Time for questions

 

 

10:45

Coffee break

11:00

Domestic mergers of public limited liability companies[1]

31978L0855
 Third Council Company Law Directive 78/855/EEC of 9 October 1978 based on Article 54 (3) (g) of the Treaty concerning mergers of public limited liability companies (Official Journal L 295 , 20/10/1978, p. 36 - 43) html

DG Internal Market and Services

 

Cross-border mergers of public limited liability companies

32005L0056
Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies (Official Journal L 310 , 25/11/2005, p 1 - 9) html & pdf

DG Internal Market and Services

 

Division of public limited liability companies [2]

31982L0891
 Sixth Council Company Law Directive 82/891/EEC of 17 December 1982 based on Article 54 (3) (g) of the Treaty, concerning the division of public limited liability companies (Official Journal L 378 , 31/12/1982, p. 47 - 54) html

DG Internal Market and Services

11:30

Time for questions

 

 

11:45

Societas Europaea [3]

32001R2157
 Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (Official Journal L 294 , 10/11/2001, p. 1- 21) html & pdf

DG Internal Market and Services

12:00

Time for questions

 

 

12:15

Take-over bids

32004L0025
 Directive 2004/25/EC of the European Parliament and of the Council of 21 april 2004 on takeover bids (Official Journal L 142 , 30/04/2004, p. 12 - 23) html

DG Internal Market and Services

12:30

Time for questions

 

 

12:45

Lunch break

 

Company law and corporate governance (continued)

14:15

Single-member private limited liability companies

31989L0667
 Twelfth Council Company Law Directive 89/667/EEC of 21 December 1989 on single-member private limited-liability companies (Official Journal L 395 , 30/12/1989, p. 40 - 42) html

DG Internal Market and Services

14:20

Time for questions

 

 

14:25

Recommendation on directors' remuneration

32004H0913

Commission Recommendation of 6 October 2004 on fostering an appropriate regime for the remuneration of directors of listed companies (Official Journal L 385 , 29/12/2004 p. 55 – 59)

DG Internal Market and Services

 

Recommendation on independent directors and board committees

32005H0162

Commission recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (Official Journal L 052, 25/02/2005 p. 51 – 63) html pdf

 

DG Internal Market and Services

14:45

Time for questions

 

 

 

Financial reporting[4]

15:00

Annual accounts

31978L0660

Fourth Council Directive 78/660/EEC of 25 July 1978 based on Article 54 (3) (g) of the Treaty on the annual accounts of certain types of companies (Official Journal L 222 , 14/08/1978, p. 11 - 31) html

 

31983L0349

Seventh Council Directive 83/349/EEC of 13 June 1983 based on the Article 54 (3) (g) of the Treaty on consolidated accounts (Official Journal L 193 , 18/07/1983, p.1) html

 

31989L0666

Eleventh Council Directive 89/666/EEC of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State (Official Journal L 395 , 30/12/1989, p.36) html

 

31990L0604

Council Directive 90/604/EEC of 8 November 1990 amending Directive 78/660/EEC on annual accounts and Directive 83/349/EEC on consolidated accounts as concerns the exemptions for small and medium-sized companies and the publication of accounts in ecus (Official Journal L 317 , 16/11/1990, p.57 – 59) html

 

31990L0605

Council Directive 90/605/EEC of 8 November 1990 amending Directive 78/660/EEC on annual accounts and Directive 83/349/EEC on consolidated accounts as regards the scope of those Directives (Official Journal L 317 , 16/11/1990, p. 60 – 62) html

 

32001L0065

Directive 2001/65/EC of the European Parliament and of the Council of 27 September 2001 amending Directives 78/660/EEC, 83/349/EEC and 86/635/EEC as regards the valuation rules for the annual and consolidated accounts of certain types of companies as well as of banks and other financial institutions (Official Journal L 283 , 27/10/2001, p.28) html & pdf

 

32003L0038

Council Directive 2003/38/EC of 13 May 2003 amending Directive 78/660/EEC on the annual accounts of certain types of companies as regards amounts expressed in euro (Official Journal L 120 , 15/05/2003 P. 0022 – 0023) html & pdf

 

32003L0051

Directive 2003/51/EC of the European Parliament and of the Council of 18 June 2003 amending Directives 78/660/EEC, 83/349/EEC, 86/635/EEC and 91/674/EEC on the annual and consolidated accounts of certain types of companies, banks and other financial institutions and insurance undertakings (Text with EEA relevance) (Official Journal L 178 , 17/07/2003, p.16) html & pdf

DG Internal Market and Services

15:15

Time for questions

 

 

15:30

Coffee break

15:45

Consolidated accounts

31983L0349

Seventh Council Directive 83/349/EEC of 13 June 1983 based on the Article 54 (3) (g) of the Treaty on consolidated accounts (Official Journal L 193, 18/07/1983, p. 1 – 17) html

 

31989L0666

Eleventh Council Directive 89/666/EEC of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State (Official Journal L 395 , 30/12/1989, p.36) html

 

31990L0604

Council Directive 90/604/EEC of 8 November 1990 amending Directive 78/660/EEC on annual accounts and Directive 83/349/EEC on consolidated accounts as concerns the exemptions for small and medium-sized companies and the publication of accounts in ecus (Official Journal L 317 , 16/11/1990, p.57 – 59) html

 

31990L0605

Council Directive 90/605/EEC of 8 November 1990 amending Directive 78/660/EEC on annual accounts and Directive 83/349/EEC on consolidated accounts as regards the scope of those Directives (Official Journal L 317 , 16/11/1990, p. 60 – 62) html

 

 

32001L0065

Directive 2001/65/EC of the European Parliament and of the Council of 27 September 2001 amending Directives 78/660/EEC, 83/349/EEC and 86/635/EEC as regards the valuation rules for the annual and consolidated accounts of certain types of companies as well as of banks and other financial institutions (Official Journal L 283 , 27/10/2001, p.28) html & pdf

 

32003L0051

Directive 2003/51/EC of the European Parliament and of the Council of 18 June 2003 amending Directives 78/660/EEC, 83/349/EEC, 86/635/EEC and 91/674/EEC on the annual and consolidated accounts of certain types of companies, banks and other financial institutions and insurance undertakings (Text with EEA relevance) (Official Journal L 178 , 17/07/2003, p.16) html & pdf

DG Internal Market and Services

16:00

Time for questions

 

 

16:15

International Financial Reporting Standards

32001R1606
 Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards (Official Journal L 243, 11/09/2002, p. 1 – 4) html & pdf

 

32006R0708

Commission Regulation (EC) No 708/2006 of 8 May 2006 amending Regulation (EC) No 1725/2003 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council as regards International Accounting Standard (IAS) 21 and International Financial Reporting Interpretations Committee’s (IFRIC) Interpretation 7 (Official Journal L 122 , 09/05/2006, p.19 – 23)  html & pdf

 

32006R0108

Commission Regulation (EC) No 108/2006 of 11 January 2006 amending Regulation (EC) No 1725/2003 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council, as regards IFRS 1, 4, 6 and 7, IAS 1, 14, 17, 32, 33, and 39, IFRIC Interpretation 6 (Official Journal L 024 , 27/01/2006, p. 1 – 3)  html & pdf

 

32005R2106

Commission Regulation (EC) No 2106/2005 of 21 December 2005 amending Regulation (EC) No 1725/2003 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council, as regards International Accounting Standard (IAS) 39 (Official Journal L 337 , 22/12/2005, p. 16 – 19) html &  pdf

 

32005R1910

Commission Regulation (EC) No 1910/2005 of 8 November 2005 amending Regulation (EC) No 1725/2003 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council, as regards International Financial Reporting Standard 1 and 6, IASs 1, 16, 19, 24, 38, and 39, International Financial Reporting Interpretations Committee’s Interpretations 4 and 5 (Official Journal L 305 , 24/11/2005, p. 4 –6) html &  pdf

 

32005R1864

Commission Regulation (EC) No 1864/2005 of 15 November 2005 accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council,
as regards International Financial Reporting Standard No 1 and International Accounting Standards Nos. 32 and 39 (Official Journal L 299 , 16/11/2005, p. 45 - 53 ) html & pdf

 

32005R1751

Commission Regulation (EC) No 1751/2005 of 25 October 2005 amending Regulation (EC) No 1725/2003 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council, as regards IFRS 1, IAS 39 and SIC 12 (Official Journal L 282, 26/10/2005, p. 3 – 8) html & pdf

 

32005R1073

Commission Regulation (EC) No 1073/2005 of 7 July 2005 amending Regulation (EC) 1725/2003 adopting certain international accounting standards in accordance with Regulation (EC) 1606/2002 of the European Parliament and of the Council, as regards IFRIC 2 (Official Journal L 175 , 08/07/2005, p. 3 -11)  html & pdf

 

32005R0211

Commission Regulation (EC) 211/2005 of 4 February 2005 amending Regulation (EC) 1725/2003 adopting certain international accounting standards in accordance with Regulation (EC) 1606/2002 of the European Parliament and of the Council, regards International Financial Reporting Standards (IFRS) 1 and 2 and International Accounting Standards (IASs) No 12, 16, 19, 32, 33, 38 and 39 (Official Journal L 041 , 11/02/2005, p. 1 – 3) html & pdf

 

32004R2238

Commission Regulation (EC) 2238/2004 of 29 December 2004 amending Regulation (EC) No 1725/2003 adopting certain international accounting standards in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council, as regards IASs IFRS 1, IASs Nos 1 to 10, 12 to 17, 19 to 24, 27 to 38, 40 and 41 and SIC Nos 1 to 7, 11 to 14, 18 to 27 and 30 to 33Text with EEA relevance (Official Journal L 394 , 31/12/2004, p. 1 - 175 ) html & pdf

 

32004R2237

Commission Regulation (EC) 2237/2004 of 29 December 2004 amending Regulation (EC) 1725/2003 adopting certain international accounting standards in accordance with Regulation (EC) 1606/2002 of the European Parliament and of the Council as

regards IASs IFRS 1, IASs Nos 1 to 10, 12 to 17, 19 to 24, 27 to 38, 40 and 41 and SIC Nos 1 to 7, 11 to 14, 18 to 27 and 30 to 33 (Text with EEA relevance) (Official Journal L 393 , 31/12/2004, p. 1 – 41) html &  pdf

 

32004R2236

Commission Regulation (EC) 2236/2004 of 29 December 2004 amending Regulation (EC) 1725/2003 adopting certain international accounting standards in accordance with Regulation (EC) 1606/2002 of the European Parliament and of the Council as

regards International Financial Reporting Standards (IFRSs) Nos 1, 3 to 5, International Accounting Standards (IASs) Nos 1, 10, 12, 14, 16 to 19, 22, 27, 28, 31 to 41 and the interpretations by the Standard Interpretation Committee (SIC) Nos 9, 22, 28 and 32 (Text with EEA relevance) (Official Journal L 392 , 31/12/2004, p. 1 - 145) html & pdf

 

32004R2086

Commission Regulation (EC) 2086/2004 of 19 November 2004 amending Regulation (EC) 1725/2003 adopting certain international accounting standards in accordance with Regulation (EC) 1606/2002 of the European Parliament and of the Council, as regards the insertion of IAS 39 (Text with EEA relevance) (Official Journal L 363 , 09/12/2004, p. 1 - 65 ) html & pdf

 

32004R0707

Commission Regulation (EC) 707/2004 of 4 April 2004 amending Regulation (EC) 1725/2003 adopting certain international accounting standards in accordance with Regulation (EC) 1606/2002 of the European Parliament and of the Council (Official Journal L 111 , 17/04/2004, p. 3 – 17) html & pdf

 

32003R1725

Commission Regulation (EC) 1725/2003 of 29 September 2003 Commission Regulation (EC) 1725/2003 of 29.9.2003 adopting certain international accounting standards in accordance with Regulation (EC) 1606/2002 of the European Parliament and of the Council (Text with EEA relevance) (Official Journal L 261 , 13/10/2003, p. 1 – 420) html & pdf

DG Internal Market and Services

16:30

Time for questions

 

 

16:45

Statutory audits

31984L0253

Eighth Council Directive 84/253/EEC of 10 April 1984 based on Article 54 (3) (g) of the Treaty on the approval of persons responsible for carrying out the statutory audits of accounting documents (Official Journal L 126 , 12/05/1984, p. 20 – 26) html

 

32002H0590
Commission Recommendation of 16 May 2002 — Statutory Auditors' Independence in the EU: A Set of Fundamental Principles (Official Journal L 191 , 19/07/2002 P. 0022 – 0057) html & pdf

 

32001H0256
Commission Recommendation of 15 November 2000 on quality assurance for the statutory audit in the European Union: minimum requirements (Official Journal L 091 , 31/03/2001 P. 0091 - 0097 ) html & pdf

 

Proposal for Directive modifying the Eighth Council Directive 84/253/EEC (not yet published in the Official Journal) pdf

DG Internal Market and Services

17:00

Time for questions

 

 

17:15

Closing remarks

 

[1] Council Directive 77/187/EEC of 14 February 1977 on the approximation of the laws of the Member States relating to the safeguarding of employees' rights in the event of transfers of undertakings, businesses or parts of businesses  (Official Journal L 061 , 05/03/1977, p. 26 – 28) was covered in chapter 16 on social policy and employment.

[2] Council Directive 77/187/EEC of 14 February 1977 on the approximation of the laws of the Member States relating to the safeguarding of employees' rights in the event of transfers of undertakings, businesses or parts of businesses  (Official Journal L 061 , 05/03/1977, p. 26 – 28) was covered in chapter 16 on social policy and employment.

[3] Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees was covered in chapter 16 on social policy and employment.

[4]   Specific financial reporting requirements applying to financial institutions were covered in the screening of Chapter 9 – Financial Services (Directive 91/674/EEC of 19 December 1991 on the annual accounts and consolidated accounts of insurance undertakings; Directive 86/635/EEC of 8 December 1986 on the annual accounts and consolidated accounts of banks and other financial institutions; and Directive 89/117/EEC of 13 February 1989 on the obligations of branches established in a Member State of credit institutions and financial institutions having their head offices outside that Member State regarding the publication of annual accounting documents).

 

 

Table listing the precise parts of Eur-Lex Directory of Community legislation in force:

http://europa.eu.int/eur-lex/lex/en/index.htm

Click on "Legislation in force", then on "Directory of Community legislation in force":

17.10 Company law

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