The Commission has finally published the long awaited "EU Company Law Package"!
The key features of the proposals (COM (2018) 239, COM(2018) 241), providing for comprehensive amendments of the Company Law Directive (CLD), are:
1. Increased cross-border mobility :
- enhanced, simplified and streamlined rules for cross-border mergers (inter alia: harmonisation of protection of creditors and minority shareholders)
- new EU framework for cross-border divisions along the lines of the rules on cross-border mergers (but only for cross-border divisions by formation of new companies)
- new EU framework for cross-border conversions along the lines of the rules on cross-border mergers (allowing - in line with the Polbud judgment - for the isolated transfer of the registered office)
2. Increased use of digital tools and processes, including, inter alia:
- online registration of companies must be possible (with Member State opt-out for public limited-liability companies)
- "once-only principle": disclosure of information only via the register, publication via a national gazette will no longer be a mandatory requirement of EU law (but Member States are free to continue to require it)
But unfortunately the proposals do not contain rules on the harmonisation of the law applicable to companies (lex societatis) and do not extend the scope of the new rules on cross-border mobility to partnerships.
JS