32009L0102

WHAT IS THE AIM OF THE DIRECTIVE?

• It creates a legal instrument allowing the limitation of liability of the individual entrepreneur within the European Union (EU).
• It establishes the rules applicable to single-member private limited companies.
• It codifies and repeals Twelfth Company Law Directive 89/667/EEC.

KEY POINTS

• A company may have a single member by virtue of its being formed, or by virtue of all its shares coming to be held, by a single person (single-member company).
• Where a company becomes a single-member company because all its shares have come to be held by a single person, that fact, together with the identity of the single member, must either be entered in a register kept by the company and accessible to the public or be recorded in the file or entered in the central register or the register of companies.
• The single member exercises the powers of a general meeting of the company. Decisions taken by the single member and contracts between that person and the company as represented by him or her must be recorded in the minutes or drawn up in writing.
• Where an EU country allows single-member companies in the case of public limited companies as well, the rules in this directive apply.

Directive 2013/24/EU adapted the directive, adding Croatia to the list of countries in its Annex I following that country’s accession to EU membership.

FROM WHEN DOES THE DIRECTIVE APPLY?

It has applied since 21 October 2009. Directive 2009/102/EC codifies and replaces Directive 89/667/EEC and its subsequent amendments. The original Directive 89/667/EEC had to become law in the EU countries by 1992.

BACKGROUND

For more information on EU company law, see:

• Company law and corporate governance (European Commission).

MAIN DOCUMENT

Directive 2009/102/EC of the European Parliament and of the Council of 16 September 2009 in the area of company law on single-member private limited liability companies (OJ L 258, 1.10.2009, pp. 20-25)

Successive amendments to Directive 2009/102/EC have been incorporated into the original text. This consolidated version is of documentary value only.