Almost Capital-less Companies in Europe: Trends, Variations, Competition

Abstract

In this article, I will analyze the current trend in many European Countries of lowering the minimum legal capital required to create a private company, as well as the most relevant experiences in the field of the simplified constitution process of private companies. In the final remarks, some key points of these issues are going to be compared, also adding references to the recently introduced Italian almost capital-less companies, by concluding, among other things, that a legal capital’s decrease does not necessarily imply a race to the bottom in opposition to the interests of the company’s creditors.

Obowiązek wniesienia wkładu w spółkach osobowych. Uwagi krytyczne

“…Również zagraniczne przykłady tzw. spółek praktycznie bezkapitałowych (almost capital-less 46 ) zdają się wskazywać na taką możliwość.…”

A New (?) Framework (?) on Digitalization in European (?) Company (?) Law?

“…When dealing with the issue of digitalization in European Company Law, one could be tempted to consider only the latest "Digital Company Law Package" issued by European Commission on April 25 th , 2018. 1 It must nonetheless be noted that digitalization is an issue rather widely considered by European institutions at least in the last fifteen years. Many hints regarding an interest in the subject were present already in the so-called "Winter report", as of 2002, when considering a few domestic experiences.…”

“…Codified Directive, article 97.1: "1. All shareholders shall be entitled to inspect at least the following documents at the registered office at least one month before the date fixed for the general meeting which is to decide on the draft terms of merger: (a) the draft terms of merger; (b) the annual accounts and annual reports of the merging companies for the preceding three financial years; (c) where applicable, an accounting statement drawn up on a date which shall not be earlier than the first day of the third month preceding the date of the draft terms of merger, if the latest annual accounts relate to a financial year which ended more than six months before that date; (d) where applicable, the reports of the administrative or management bodies of the merging companies provided for in Article 95; (e) where applicable, the report referred to in Article 96 (1). For the purposes of point (c) of the first subparagraph, an accounting statement shall not be required if the company publishes a half-yearly financial report in accordance with Article cur at the company's registered office, or, as an alternative pursuant article 97.4 (and 143.4), by browsing the company's website.…”