Partnership Law in the Twenty-First Century: ‘Europeanization’ versus ‘Law Competition’?
| DOI | 10.1177/1023263X0200900101 |
| Published date | 01 March 2002 |
| Date | 01 March 2002 |
| Author | Stephan Rammeloo |
| Subject Matter | Editorial |
Editorial
9 MJ 1 (2002) 3
Partnership Law in the Twenty-First Century:
‘Europeanization’ versus ‘Law Competition’?
When setting up their businesses, entrepreneurs throughout the European Union may opt for
various business vehicles: they currently have a wide range of business forms, at their
disposal, varying from sole tradership, to contractual (limited) partnerships and companies
(either public or private). Undisputedly, ‘undertakings, in particular companies and firms’1
(art. 43 of the European Community Treaty) are captured by the European Community
Treaty. Moreover, art. 48 further explains: ‘“Companies or firms” means companies or firms
constituted under civil or commercial law (...).’ The harmonization programme rooted in art.
44(2)(g), however, sufficiently demonstrates that until 1999, partnerships were not
‘Gegenstand der Europäischen Rechtsangleichung’ (i.e. partnerships were not a topic for EU
harmonization efforts).2 Instead, priority was given to business forms endowed with legal
personality and which have the benefits of limited liability for those conducting business
activities. In this respect, European legislation predominantly (though not exclusively)
concentrated on public limited liability companies.3
However, since 1999 it is possible to notice changes. Following the completion of the
Societas Europea project (i.e. a sui generis European public company type),4 which took
more than four decades, the attention of both academics and the European Commission has
gradually shifted towards small and medium-sized enterprises (SME). A combination of
several developments explains this growing interest. First, SMEs tend to generate more
employment than large firms. Secondly, ‘professional’ partnerships, such as lawyers from
several European Union member states, may increasingly be expected to co-operate on a
1. Emphasis, SR.
2. J. Priester, ‘EU-Sitzverlegung – Verfahrensablauf’, 28 Zeitschrift für Unternehmens- und Gesellschaftsrecht 1
(1999), 37.
3. Applicable to private company types are the First Directive on disclosure, validity of obligations entered into
by a company, and nullity of public and private limited companies (68/151/EEC, [1968] O.J. L65/8), and the
Twelfth Directive on single-member private limited liability companies (89/667 EEC, [1989] O.J. L395/40).
4. The Regulation on the Societas Europes is expected to enter into force in 2004.
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