European Business Law, the fourth volume in our series, shows how the European authorities simultaneously abolish all restrictions on access to and exercise of economic activities and support the growth of domestic markets, through the harmonization the internal legislation or the enactment of genuinely unified regulations.

European Business Law

The object of Directive No 2009/102 of 16 September 2009 , which codifies Directive No 89/667 of 21 December 1989, on single-member private limited liability companies is the limitation of the liability of the individual entrepreneur throughout the EU for the types of undertaking listed in Annex 1 of the directive . Article 2 establishes the principle according to which a company may have a sole member when it is formed and also when all its shares come to be held by a single person (single-member company). Member States may choose to authorize the single-member form of undertaking for public limited companies (Art. 6). Where a company becomes a single-member company because all its shares come to be held by a single person, that fact, together with the identity of the sole member, must either be recorded in the file or entered in the register kept by the company (Art. 3). Pending coordination of national laws relating to groups, Member States may lay down special provisions or penalties for cases where a natural person or a single-member company is the sole member of several companies. The sole member exercises the powers of the general meeting of the company and his/her decisions must be recorded in minutes or drawn up in writing (Art. 4). Although contracts entered into between the sole member and the undertaking must be recorded in minutes or drawn up in writing, the obligation does not apply to current operations concluded under normal conditions (Art. 5). Where the legislation of a Member State provides that an individual entrepreneur may set up an undertaking the liability of which is limited to a sum dedicated to a stated activity, it need not allow the formation of single-member companies within the meaning of the directive, on condition that its legislation contains safeguards which are equivalent to those imposed by European law (Art. 7).

E.g. 'société privée à responsabilité limitée' in Belgium, 'Gesellschaft mit beschränkter Haftung' in Germany, 'sociedad de responsabilidad limitada' in Spain, 'société à responsabilité limitée' in France, 'società a responsabilità limitata' in Italiy and 'private company limited by shares or by guarantee' in the UK.

202. Sole member