Local view for "http://purl.org/linkedpolitics/eu/plenary/2012-02-02-Speech-4-078-000"
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"en.20120202.8.4-078-000"2
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"Mr President, Commissioner, I would first like to thank the shadow rapporteurs for working together so constructively. I would particularly like to thank Mr Lehne and Ms Thein, but also Mr Boulland, the rapporteur for the opinion of the Committee on Employment and Social Affairs, who contributed interesting, very useful aspects relating to the transfer plan and the participation of employees and their representatives.
The draft report was unanimously adopted by the Committee on Legal Affairs, and the opinion was adopted by the Committee on Employment and Social Affairs with an overwhelming majority. That should therefore serve as a wake-up call to the Commission to finally table legislation, because we are dealing with sensitive matters here: the issue of company seats and that of worker participation.
A limited company that wishes to move its seat from one EU Member State to another faces a challenge. In legal terms, it has to dismantle its organisation completely in order to build it up again in another Member State. It has to give up its legal personality – and that in 2012, when we are supposed to have an internal market. That costs time and money and no little irritation; there are also social costs associated with it. There is therefore a real gap in the legislation, and the European Parliament is aware of that. It has also repeatedly called on the Commission in the past to finally table legislation.
What are the consequences for enterprises? They simply take flight. Competition has arisen between the corporate forms that exist under national legislation – limited company versus
to name just one of many examples. They rush into mergers; in other words, there is a race to the bottom. I do not want that. We do not want a ‘Delaware effect’. That means we need a directive: a 14th company law directive on the transfer of company seats. However, company seats should be transferred properly, not cowboy fashion. I do not want companies to frantically decamp – with half of them getting lost along the way. Enterprises must not be allowed to more or less erase all traces of their existence and abandon their commitments in the Member State they are leaving when they transfer their company seat.
This brings us to the two main issues here. I will start with the matter of employees’ participation. Employees’ participation contributes to the enduring success of companies. Employee rights in line with the Community
that is what my report calls for. That means respecting the right to information and consultation, as well as codetermination by employees and their representatives.
this means – and I call on the Commission to do this – that where appropriate, negotiations on rescue arrangements are required to protect existing codetermination rights. I already have a best practice example in mind here. We already have rules in connection with the European company.
Let us now move on to the second hot potato that we are dealing with here: the issue of registered offices and administrative seats. Within the European Union, there are countries that allow separation between the registered office and the administrative seat of a company, and there are those that do not. Allowing such separation encourages the avoidance of mandatory protective standards that apply in the country in which the company has its administrative seat – in other words, the centre of its operations.
The report sets out that we do not want companies to be tax exiles or to misuse post-box offices with a view to circumventing legal, social and fiscal conditions. What we want is a practical solution. In the report, we have found a Solomon-like solution. Commissioner, please ask Commissioner Barnier – who has responsibility for this – to at last act on this and, in so doing, to concentrate on the key issue, on the intra-Community transfers of seats; in other words, on those political areas which, in the final event, all the Member States can agree on. It should be based on economic activity in the state to which the company is relocating.
The internal market has a contribution to make to economic growth – something we need now more than ever. Please do not delay, then, in finally tabling a proposal; and please do not repeat the mistakes made when the European company was set up."@en1
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"Gesellschaft mit beschränkter Haftung"1
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