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Directive 2009/102/EC of the European Parliament and of the CouncilShow full title
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 (codified version) (Text with EEA relevance)
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- 2009 No. 102
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- Revised 01/07/20130.62 MB
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Changes over time for: Directive 2009/102/EC of the European Parliament and of the Council (without Annexes)
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EU Directives are published on this site to aid cross referencing from UK legislation. Since IP completion day (31 December 2020 11.00 p.m.) no amendments have been applied to this version.
Article 1U.K.
The coordination measures prescribed by this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to the types of company listed in Annex I.
Article 2U.K.
1.A company may have a sole member when it is formed and also when all its shares come to be held by a single person (single-member company).
2.Member States may, pending coordination of national laws relating to groups, lay down special provisions or penalties for cases where:
(a)a natural person is the sole member of several companies; or
(b)a single-member company or any other legal person is the sole member of a company.
Article 3U.K.
Where a company becomes a single-member company because all its shares come to be held by a single person, that fact, together with the identity of the sole member, must either be recorded in the file or entered in the register as referred to in Article 3(1) and (2) of Directive 68/151/EEC or be entered in a register kept by the company and accessible to the public.
Article 4U.K.
1.The sole member shall exercise the powers of the general meeting of the company.
2.Decisions taken by the sole member in the field referred to in paragraph 1 shall be recorded in minutes or drawn up in writing.
Article 5U.K.
1.Contracts between the sole member and his company as represented by him shall be recorded in minutes or drawn up in writing.
2.Member States need not apply paragraph 1 to current operations concluded under normal conditions.
Article 6U.K.
Where a Member State allows single-member companies as defined by Article 2(1) in the case of public limited companies as well, this Directive shall apply.
Article 7U.K.
A Member State need not allow the formation of single-member companies where its legislation provides that an individual entrepreneur may set up an undertaking the liability of which is limited to a sum dedicated to a stated activity, on condition that safeguards are laid down for such undertakings which are equivalent to those imposed by this Directive or by any other Community provisions applicable to the companies referred to in Article 1.
Article 8U.K.
Member States shall communicate to the Commission the texts of the main provisions of national law which they adopt in the field covered by this Directive.
Article 9U.K.
Directive 89/667/EEC, as amended by the acts listed in Annex II, Part A, is repealed, without prejudice to the obligations of the Member States relating to the time limits for transposition into national law and application of the Directives set out in Annex II, Part B.
References to the repealed Directive shall be construed as references to this Directive and shall be read in accordance with the correlation table in Annex III.
Article 10U.K.
This Directive shall enter into force on the 20th day following its publication in the Official Journal of the European Union.
Article 11U.K.
This Directive is addressed to the Member States.
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