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Twelfth Council Directive - Single-member private limited liability companies (89/667/EEC)

The directive creates a legal instrument allowing the limitation of liability of the individual entrepreneur throughout the Community. The coordination measures prescribed by the Directive apply to Member States’ provisions concerning private limited companies. Where Member States allow single-member companies in the case of public limited companies as well, the Directive applies, too.

A company may have a single member by virtue of its being formed, or by virtue of all its shares coming to be held, by a single person (single-member company).

Where a company becomes a single-member company because all its shares have come to be held by a single person, that fact, together with the identity of the single member, must either be entered in a register kept by the company and accessible to the public or be recorded in the file or entered in the register within the meaning of the first company law directive.

The single member exercises the powers of a general meeting of the company. Decisions taken by the single member and contracts between him and his company as represented by him must be recorded in minutes or drawn up in writing.

Legal basis

  • Art. 44 II lit.g EC (former Art. 54 III lit.g EEC)


  • no


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