Database on German and European Economic Law

 Directive 2006/68/EC

I. Description

The Second Company Law Directive was adopted in 1976 with a view to coordinate, for the protection of the interests of members and third parties, the national provisions applicable to public limited liability companies i.a. in the following areas: formation of companies, minimum share capital requirement, distributions to shareholders, increase in capital, reduction in capital.
The overall purpose of the Directive is thus to establish the conditions which must be satisfied in order to ensure that the capital of the company is maintained in the interest of creditors. Furthermore, it aims at protecting minority shareholders and states the principle that all shareholders who are in the same position should be treated in the same way.
The present proposal for amending the Directive aims at facilitating capital related measures taken in public limited liability companies. This is attempted by enabling Member States to eliminate specific reporting requirements under certain conditions, to facilitate, under certain conditions, specific changes in share ownership, and last not least, to provide a basically harmonised legal procedure for creditors under certain circumstances in the context of capital reduction.
By this, companies ought to be enabled, with regard to capital size, capital structure and ownership, to react more promptly and in a less costly and protracted manner to developments in the markets that are relevant to them. As a result, this proposed modernisation of the Second Directive ought to make a contribution to the promotion of business efficiency and competitiveness without reducing the protection offered to shareholders and creditors, as envisaged in the Commission’s “Communication to the Council and the European Parliament: Modernising Company Law and Enhancing Corporate Governance in the European Union – A Plan to Move Forward”.

II. General Information

Title

Directive 2006/68/EC of the European Parliament and of the Council of 6 September 2006 amending Council Directive 77/91/EEC as regards the formation of public limited liability companies and the maintenance and alteration of their capital

Status
Repealed
Directive
2006/68/EC
Source
O.J. EC No L (Legislation), Edition 264, Year 2006, p.32 - 36
Adoption
09/06/2006
Promulgation
09/25/2006
Character
Regular Act
Legal Basis
Art. 44 Abs. 1 EC
Legislative Procedure
Codecision procedure

III. Versions and Legislative History

1. Versions

Titel
Allg. Daten
Textfassung

Original Text :
Directive 2006/68/EC of the European Parliament and of the Council of 6 September 2006 amending Council Directive 77/91/EEC as regards the formation of public limited liability companies and the maintenance and alteration of their capital

  2006/68/EC

Beschluss:
09/06/2006 (A)
Verkuendung:
09/25/2006 (P)
(A) Adoption | (P) Promulgation

2. Legislative History

Datum
Typ / Titel
Textfassungen
02/28/2006
Report of the committee on legal affairs
A6-0050/2006 final
Opinion of the European Economic and Social Committee
ABL. C. 294/1
09/21/2004
Proposal
COM (2004) 730 final

3. Legal Impact

Auswirkungstyp
Richtlinie
Textfassungen
Amendment
  Directive 77/91/EEC

IV. Umsetzung in den Mitgliedstaaten

1. Implementation in Germany

07/30/2009 (A)

08/04/2009 (P)

(A) Adoption | (P) Promulgation

Legend

Legislative Act Status

Documents

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Overview

I. Description
II. General Information
III. Versions and Legislative History
1. Versions
2. Legislative History
3. Legal Impact
IV. Umsetzung in den Mitgliedstaaten
1. Implementation in Germany