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(íl) a draft fifth directive on the structure of pub-
lic limited liability companies (paragraph
10.6 Fourth Report).
10.2 At its meeting on 26 November 1974 the Coun-
cil agreed to ensure that decisive progress should be
made in this field in the current year. A Council work-
ing group continued its examination of the draft Dir-
ectives during the period under review. However, as
the harmonisation of Company Law is a lengthy and
complex task it is unlikely that the drafts will be ad-
opted before the end of the year.
10.3 The Council on 26 November 1974 took note
of the Commission's intention to
(a) submit amendments to the draft Fifth Dir-
ective and
publish an explanatory memorandum to aid
the understrnding of the proposal especially
as regards Worker Participation in manage-
ment.
The Commission expects to publish the memorandum
in the autumn.
10.4 The Joint Committee of the Houses of the
Oireachtas on the Secondary Legislation of the Euro-
pean Communities and the Commission have given
their observations on the European Communities (Com-
panies) Regulations 1973 made by the Minister for In-
dustry and Commerce to implement the First Directive
on Company Law (Directive 68/151 of 9 March 1968
(OJ No. L65, 14 March 1968); paragraph 10.1 Fourth
Report). Consideration is being given to the steps to
be taken to amend the Regulations in the light of these
opinions.
ing co-operative societies, incorporated under
the law of a Member State, and other Corpor-
ations governed by the public or private law
of a Member State, which form a joint sub-
sidiary company, provided th?t at least two
of these companies or corporations are subject
to different national laws
(c)
a European Company which merges with,
forms a holding company with or forms a
joint subsidiary with one or more companies
or corporations incorporated under the law of
a Member State and
(d) a subsidiary of a European Company.
The draft sets out the minimum capital required for
the three types of constitution, i.e. merger, holding
company and joint subsidiary; this has been lowered
considerably in comparison with the earlier draft to
take into account the views of the European Parlia-
ment.
10.6 The Statute would allow for the development
of a European scale company with a well defined
structure and having clear obligations in regard to its
employees, shareholders and creditors. It would, how-
ever, be subject to national rules of taxation as well as
to the Directives on Company Taxation. The draft con-
tains provisions regarding the Governing Bodies of the
European Company and the distribution of their
powers. The company would be managed by a Board
of Management. In addition the statute provides for
worker participation in the form of
a Supervisory Board and
a Works Council.
Statute for a European Company
10.5 In 1970 the Commission forwarded to the
Council a draft Statute for a European Company (par-
agraph 10.7 Fourth Report). The European Parliament
and the Economic and Social Committee have since
delivered their opinions. In the light of these opinions
and of the accession of the three new Member States
the Commission prepared a revised draft Statute which
was forwarded to the Council as a draft Regulation on
13 May 1975. The purpose of the draft Statute is to
permit the formation, side by side with companies
governed by national laws, of companies which would
be subject only to a specific Community legal frame-
work directly applicable i
n
all member States. Such
European Companies would thereby be free from any
legal tie to any particular member State. Access to the
European Company would be available to
(a) Companies limited by share incorporated un-
der the law of one Member State which merge
with, or form holding companies with, firms
incorporated under the laws of another Mem-
ber State .
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(b) Companies having legal personality. ' tclud-
.
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