Directive 2003/58/EC of the European Parliament and of the Council of 15 July 2003 amending Council Directive 68/151/EEC, as regards disclosure requirements in respect of certain types of companies

• Published date: 04 September 2003
• Subject Matter: Freedom of establishment,Internal market - Principles,Approximation of laws
• Official Gazette Publication: Official Journal of the European Union, L 221, 04 September 2003

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32003L0058

Directive 2003/58/EC of the European Parliament and of the Council of 15 July 2003 amending Council Directive 68/151/EEC, as regards disclosure requirements in respect of certain types of companies

Official Journal L 221 , 04/09/2003 P. 0013 - 0016

Directive 2003/58/EC of the European Parliament and of the Council

of 15 July 2003

amending Council Directive 68/151/EEC, as regards disclosure requirements in respect of certain types of companies

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty establishing the European Community and in particular Article 44(2)(g) thereof,

Having regard to the proposal from the Commission(1),

Having regard to the opinion of the European Economic and Social Committee(2),

Acting in accordance with the procedure referred to in Article 251 of the Treaty(3),

Whereas:

(1) The First Council Directive 68/151/EEC of 9 March 1968 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Community(4) governs compulsory disclosure of a series of documents and particulars by limited liability companies.

(2) In the context of the fourth phase of the Simplification of the Legislation on the Internal Market process (SLIM), launched by the Commission in October 1998, a Company Law Working Group issued in September 1999 a Report on the simplification of the First and Second Company Law Directives which contained certain recommendations.

(3) The modernisation of Directive 68/151/EEC along the lines set out in those recommendations should not only help to meet the important objective of making company information more easily and rapidly accessible by interested parties, but should also simplify significantly the disclosure formalities imposed upon companies.

(4) The list of companies covered by Directive 68/151/EEC should be updated to take account of the new types of companies created or the types of companies abolished at national level since the adoption of that Directive.

(5) Several Directives have been adopted since 1968 with the aim of harmonising the requirements applicable to the accounting documents which must be prepared by companies, namely the Fourth Council Directive 78/660/EEC of 25 July 1978 on the annual accounts of certain types of companies(5), the Seventh Council Directive 83/349/EEC of 13 June 1983 on consolidated accounts(6), Council Directive 86/635/EEC of 8 December 1986 on the annual accounts and consolidated accounts of banks and other financial institutions(7) and Council Directive 91/674/EEC of 19 December 1991 on the annual accounts and consolidated accounts of insurance undertakings(8). The references in Directive 68/151/EEC to the accounting documents which are required to be published in accordance with those Directives should be amended accordingly.

(6) In the context of the modernisation pursued, and without prejudice to substantive requisites and formalities established by the national law of the Member States, companies should be able to choose to file their compulsory documents and particulars by paper means or by electronic means.

(7) Interested parties should be able to obtain from the register a copy of such documents and particulars by paper means as well as by electronic means.

(8) Member States should be allowed to decide to keep the national gazette, appointed for publication of compulsory documents and particulars, in paper form or electronic form, or to provide for disclosure by equally effective means.

(9) Cross-border access to company information should be improved by allowing, in addition to the mandatory disclosure made in...