Single-member private limited liability company (SUP) Update state of play

(20 May 2015) Below is a state of play and updated timetables for the SUP (“Single-member private limited liability company”) discussions in the European Parliament.
The proposed SUP generates serious concerns with regard to fiscal evasion, workers’ rights and sustainable corporate governance in general. If adopted, this Directive would be an open invitation to companies of all sizes to minimise their responsibilities under national law and to set up letter box companies. Workers’ rights to information, consultation and board level representation will be diluted or bypassed. To fresh up your memory of what is at stake please read the ETUC position

You will find below a recent ETUC letter to MEPs, as a possible source of inspiration for your own communications.

According to our informal information, the prospects of reaching a blocking minority in Council are becoming real. The Member States concerned are: Germany, Austria, Spain, Belgium, Hungary and Sweden. Every effort should be made to add 1 or 2 countries to that list!

We would also like to ask you again to lobby your MEPs, in particular those of the EPP group, even if they are not members of JURI, IMCO or EMPL. It is necessary to generate a general discussion on this dossier. Next important dates are: 23 June (votes in IMCO and EMPL) and 15 September (vote in JURI).

State of play:

JURI (leading committee)

Vote JURI draft report 15.09.2015

The Rapporteur is Luis de Grandes Pascual, Spanish EPP

You will find his working document here

The draft report is not available yet.

The Rapporteur welcomed the Commission has having the potential to be a driver for growth and jobs. Nonetheless, his working document shows that he is not uncritical of the Commission’s proposal. His points of concern are: the scope (should the SUP be limited to SMEs as defined in the annual account Directive?), the split seat approach, uniform templates of association, online registration with limited identity verification and the 1 euro minimum capital requirement.

In other words, the Rapporteur welcomes the principle of a SUP and at the same time raises concerns about nearly every article of the Commission’s proposal…

During a first exchange of views in JURI, Evelyn Regner S&D shadow Rapporteur and Virginie Rozière (French S&D) expressed strong concerned about the SUP which they consider will lead to forum shopping and tax evasion. Angelika Niebler (German EPP) raised concerns about online registration, legal uncertainty and forum shopping. Gilles Lebreton (French non inscrit) talked about wrong legal base and social dumping. Antonio Marino e Pinto (EPP Portugal) and Voss (EPP German EPP ) agreed with the points raised by the Rapporteur. Heidi Hautala (Greens Finland) sees more risks than value in the proposal.
The EP legal services will be asked to give their opinion about the choice of legal base.

The position of the Rapporteur may further develop now that Spain is rumoured to be expressing criticisms about the Commission’s proposal in Council.

IMCO











Exchange of views (presentation IA by COM) 4 Dec 2014
Draft opinion to translation 28 January
Exchange of views / Consideration of draft opinion 23-24. February 2015
Deadline for amendments 4 March 2015 noon
Consideration of amendments 24 March 2015
Consideration of compromise amendments 4 June 2015
Vote in IMCO 23 June 2015
Vote in lead Committee (JURI) 15 September 2015
Vote in Plenary tbc


The Rapporteur is Marlene Mizzi, Maltese S&D

Her draft opinion + amendments here

131 amendments were tabled to the draft report. In an exchange of views on 26 March, the Rapporteur mentioned am 116, a rejection amendment, which she will support. Key issues raised by the amendments are the scope, impingements on national laws, the same seat principle, articles of association, share capital. Mizzi also mentioned am 183 on bogus self employment, which she finds very positive. Ivan Stefanec, EPP shadow, supports the Commission’s proposal. Fast and cheap registration is important, so is 1 euro minimum capital requirement and uniform templates of association. He will seek compromises only on the obligation to build legal reserves. Daniel Dalton ECR and Antanas Guoga ALDE also spoke in favour of the Commission’s proposal. Pascal Durand Greens said his group will reject the text. The proposal facilitates letterbox, unfair competition between companies and is unsatisfactory with regard to consumers’ rights and workers. Andreas Schwaab EPP considers that some points such as online registration can be improved. Evelyn Gebhardt S&D considered that deregulation is not the option. She has difficulties with the online registration system and large companies opening up SUPs. Maria Grapini S&D is worried about letterbox companies and fraud.

EMPL












Send draft opinion to translation 13 March 2015
Consideration of draft opinion 1 April 2015
Deadline for tabling amendments 4 May 2015, noon
Consideration of AMs tabled (tbc)28 May 2015
Shadow Rapporteurs meetings to present compromise amendments Week 23/24
Deadline for feedback for finalising compromise amendments 16 June 2015
Pre-final voting list including finalised compromises17 June 2015
Deadline for comments (split votes, separate votes) to the pre-final voting list 22 June 2015, 16.00
Final voting list 22 June 2015
Vote in EMPL 23 June 2015
Vote in JURI 15 September 2015

The Rapporteur is Jutta Steinruck S&D

The Rapporteur published a draft opinion asking for the rejection of the Commission’s text. 246 amendments have been tabled, to be discussed end of May.

There are good chances that EMPL will reject the Commission’s proposal.

- ETUC letter on the proposed Directive on single-member private limited liability companies