Company Law Codification Directive: European Parliament Publishes Outcome Of Its First Reading

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On 5 April 2017, the European Parliament passed a resolution to adopt the text of its first reading of a proposed directive to codify certain aspects of company law.
European Union Corporate/Commercial Law

On 5 April 2017, the European Parliament passed a resolution to adopt the text of its first reading of a proposed directive to codify certain aspects of company law. The proposed directive would codify and replace a number of existing directives with respect to company law. No substantial changes will be made to any provisions of company law as a result of the codification. The proposed directive would codify and replace the following with a single text:

  • First Company Law Directive (Codified) (Directive 2009/101/EC) relating to the disclosure of company documents, the validity of obligations entered into by a company, and nullity;
  • Second Company Law Directive (Recast) (Directive 2012/30/EU) relating to the formation of public limited liability companies and rules on maintaining and altering their capital;
  • Eleventh Council Directive (Directive 89/666/EEC) relating to disclosure requirements for foreign branches of companies;
  • Third Company Law Directive (Codified) (Directive 2011/35/EU) relating to mergers between public limited liability companies in a single EU country;
  • Sixth Company Law Directive (Directive 82/891/EEC) relating to the division of public limited liability companies in a single EU country; and
  • Cross Border Mergers Directive (Directive 2005/56/EC) relating to rules to facilitate mergers of limited liability companies involving more than one country.

The full text of the proposed directive is available here:

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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