Legal Development
| Published date | 01 September 2014 |
| Date | 01 September 2014 |
| DOI | http://doi.org/10.1177/1023263X1402100306 |
| Subject Matter | Legal Development |
536 21 MJ 3 (2014)
LEGAL DEVELOPMENT
SOCIETAS UNIUS PERSONAE (SUP)
Facilitating Cross-Border Establishment
C T and A F*
§1. THE RATIONALE AND HISTORY OF THE PROPOSAL
In April 2014, the European Comm ission published a proposal on the a mendment
it already proved to be highly ex plosive in the German company law lands cape. e
Bavarian Min istry of Justice im mediately started a n initiative to reject t he proposal on
the grounds of subsidiarit y.2 e German Associations of Notaries bashed the proposal
for its alleged fostering of money launder ing.3 What had happened and how could a well-
meant proposal go that wrong?
e basic idea of the Europea n Commission is to improve the business environment
for SMEs – and there is urgent need for this .4 Even though SMEs constitute more
than 90% of the enterpri ses in the EU, only a very small f raction of them have created
subsidiaries abroad.5 A uniform se t of rules applicable in every EU Member State could
considerably facilitate thi s task for SMEs, which do not usual ly have the knowledge (or
are unable to a ord the knowledge) necessary for deal ing with foreign company law
* C. Teichmann is a member of t he European Informa l Company Law Expert Group. He holds t he chair
for Civil Law, Germa n and European C ommercial and Comp any Law at University of Würz burg
(Germany), where A. Fröhlic h works as a researcher and is pre paring her PhD thes is on single-member
companies in t he EU.
1 Proposal for a Direc tive of the Europea n Parliament and of t he Council on sing le-member private
limited lia bility companies , COM(2014) 212 nal.
2 In the Federal C hamber of the States (Bundesrat), this propo sal, however, did not receive the required
majority vote. See BR-Dr s. 165/1/14.
3 O. Vossius, ‘Entwurf einer Richtlinie über Gesellscha en mit besc hränkter Ha ung mit einem
einzigen Gesellscha er vom 09.04.2014, COM(2014) 212 na l (nachfolgend „Entw urf“)’, German
Associatio n of Notaries (2014), www.dnotv.de/_ les/Dokume nte/Stellungnahmen/2014–04–30 _STN_
RL_Einman nGesellscha en.pdf.
4 Compare the Com mission Sta Working Document I mpact Assessment Accompanying t he document
Proposal for a Direc tive of the Europea n Parliament and of t he Council on sing le-member private
limited lia bility companies , SWD(2014) 124 nal.
5 Ibid., p.17.
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