Eurooppayhtiölaki

Original Language Title: Eurooppayhtiölaki

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In accordance with the decision of the Parliament, provides for: 1 the scope of the Epc shall apply to the provisions applicable to the article, and the Statute for a European company (SE) of Council Regulation (EC) No 1782/2003 n ° 2157/2001, hereinafter referred to as the eurooppayhtiöasetus, and the supplementary provisions of this Act.
EPC shall apply to public limited-liability companies under the companies Act (624/2006), and the other provisions of the Act by the se does not include any and this law. (21 July 2006/627)
This law shall apply to the SE, and according to Finnish law, the creation of the European company statute, used passenger cars circulating on participative according to Finnish law, the registered limited-liability company and cooperative (hereinafter referred to as a limited liability company and a cooperative).

Registration of section 2 of the National Board of patents and registration shall be the competent authority in matters relating to the registration of the European company and the eurooppayhtiöasetuksen referred to in article 22.
The name of the notification in the register and the European company statute, provides for the se does not include any provisions laid down by law, the trade register, limited liability company law (128/1979), business information (244/2001) and corporate law (128/1979).

the creation of the European company statute, section 3 of the founder of the head office can also take part in such a limited liability company, or to be treated as a foreign company, the Head Office of which is not within the European economic area, if the company meets the requirements set out in article 2 (5) of the eurooppayhtiöasetuksen of the company's registered office location and connection establishment, some of the members of the European economic area, the State of the economy. The same also applies to the other within the meaning of article 48 of the Treaty establishing the European Community, if the European limited liability company is established within the meaning of article 2 (3) of the eurooppayhtiöasetuksen.

the creation of the article 4 of the merger If a limited liability company involved in the creation of the European company statute within the meaning of paragraph 1 of article 2 of the eurooppayhtiöasetuksen and the acquiring company shall be registered in Finland, the Finnish limited liability companies of the merging companies shall notify the draft terms of merger for registration as a limited liability company, Chapter 16, section 5 of the Act provides for the registration of the plan. The protection of creditors of the Finnish limited liability companies and the registration of the merger, the companies Act, Chapter 16, section 6 to 8 and 15 of the Act provides, however, in such a way that all of the company's creditors have the right to object to the merger. In addition, the registration of the merger shall be subject to the merging companies whose head office is situated in another Member State, as referred to in article 5, be approved by the strike. The merger of the merging companies shall notify the registration under the companies Act, Chapter 16, section 14, in the prescribed manner within a period of six months after the merger, the decision is made in Finland and the other companies involved in the merger of the certificate referred to in article 25 of the regulation. (21 July 2006/627)
If the acquiring company is registered in another State, shall apply to the registration of the plan eurooppayhtiönä 1. Of the merging companies, the Finnish company's being acquired and the acquiring all the creditors have the right to object to the merger. The protection shall apply to the creditors of the companies Act, Chapter 16, section 6 to 8 provides for the protection of creditors of the acquiring company. The application for registration of the merging of the Finnish companies in the implementation of the authority authorised the merger of the decision within four months of the merger or the merger is void. The application shall be accompanied by the draft terms of merger decisions, and member of the Board of directors or the Managing Director's certificate under the companies Act, Chapter 16 of the notifications referred to in article 7. The conditions of authorisation shall be subject to the provisions of section on the conditions of registration of the merger, with the exception of the last sentence of the paragraph, and the provisions of paragraph 2 of article 25 of the eurooppayhtiöasetuksen in the conditions of issue of the certificate referred to in. If the merging companies, the company's assets shall be valid for the business mortgage law (634/1984) an undertaking within the meaning of the mortgage, the authorization is subject to the condition that the application for the transfer of a mortgage at the same time is pending rekisteröimiskelpoinen Finland set up shall be borne by the branch or the mortgage is extinguished. The decision on the registration authority on behalf of the Government for permission to register. In the case of a merger referred to in the paragraph on the company to a public limited company shall apply to the Finnish companies Act, Chapter 16, section 17 of the regulations in the final bill. (21 July 2006/627)
The registry authority shall grant the authorization referred to in paragraph 2 of article 25 of the eurooppayhtiöasetuksen the certificate referred to in paragraph 2 with regard to the merging of the Finnish limited liability companies. The certificate shall be transmitted to the host company's home on the State of the competent authority within six months of its issue, or the certificate shall lapse.

section 5 (21 July 2006/631) on the basis of the redemption of the merger of shares if the company will be set up in accordance with paragraph 1 of article 2 of the eurooppayhtiöasetuksen, in Finland or in another country of the Finnish company used passenger cars circulating on the SE of the acquiring shareholder has the right to demand redemption of their shares, as the stock of the companies Act, Chapter 16, section 13. The same right is on the company to be shareholders in the Finnish company, where the company is registered in eurooppayhtiönä in another State.

the establishment of the article 6 of the rest of the Eurooppayhtiöasetuksen referred to in article 32 or 37 of the plan referred to in paragraph 4, or article 33 thereof referred to in paragraph 3, the disposition of the shares of the stock and the company shall immediately be notified to the Registrar in the register.

the Governing Board of the European company statute and section 7 of the Executive Board of Directors and their members shall be subject to the provisions of the companies Act, the Government and members of the public limited-liability company, unless otherwise provided for the se does not include any. The Management Board of the European company statute, and its members shall be subject to the provisions of the companies Act, the share of the company's Management Board and its members, unless otherwise provided for se does not include any.
The Statute for the Executive Director shall be subject to the provisions of the companies Act, a public limited-liability company, unless otherwise provided for se does not include any ceo. (21 July 2006/627) section 8 (22 December 2009/1410) annual general meeting, a shareholder shall have the right to be referred to the general meeting of a European company statute, as provided for in Chapter 5 of the companies act.
Regional State administrative agency is the competent authority to examine the application concerning the convening of a general meeting, which is to be kept according to the eurooppayhtiöasetuksen, and that has not been convened within the order.

the transfer from Finland to the European company statute, section 9 shall be notified to the transfer referred to in paragraph 2 of article 8 of the eurooppayhtiöasetuksen plan for registration within one month of the signing of the plan. The transfer is void, if the notification is not made within the time limit, or the registration will be denied.
Eurooppayhtiöasetuksen the transfer referred to in article 8, are therefore necessary to implement the registration authority. All of the company's creditors have the right to object to the transfer of the seat of the. The application for the registration of the company authority to issue the alert referred to above to the creditors within four months of the registration of the transfer of the plan, or the transfer is void. The application shall be accompanied by the statement referred to in paragraph 3 of article 8, eurooppayhtiöasetuksen offense. The protection shall apply to the creditors, by the way, what of the companies Act, Chapter 16, section 6 and 7 of the law on the protection of creditors of the acquiring company. (21 July 2006/627)
The company shall apply for the implementation of the transfer of the seat of the authority of the permit in the registry within one month of the decision on the transfer of the seat of the. The application shall be accompanied by the transfer of the seat of the decision of the general meeting and the Board's or ceo's testimony to the companies Act, Chapter 16 the sending of the notifications referred to in article 7. If the application is not made within the time limits, or permission will not be granted, the decision on the transfer of the seat of the lapses. If the plan is amended, the amended plan for registration to be notified no later than in the context of the application. (21 July 2006/627)
The conditions shall apply to the registration authority in the authorization eurooppayhtiöasetuksen the provisions of paragraph 8 of article 8 of the companies Act, Chapter 16, section 15, and (2) of the conditions of, the provisions of the registration of the merger. If the company's assets is an undertaking within the meaning of the law in force the business mortgage mortgage, the authorization is subject to the condition that the application for the transfer of mortgages at the same time, is pending in the rekisteröimiskelpoinen in Finland shall be borne by the branch to be set up, or that the mortgages are to be amortized. The decision on the registration authority on behalf of the Government for permission to register. (21 July 2006/627)
The registry authority shall grant the authorization referred to in paragraph 2 of article 8 of the certificate referred to in paragraph eurooppayhtiöasetuksen. The certificate shall be submitted to the company's new home on the State of the competent authority within six months of its issue or the certificate shall lapse.

The decision on the complaint to the complaint shall apply to the transfer, what of the companies Act, chapter 21 provides for the application of the merger decision on the complaint. The Court shall, without delay, inform the application of the final solution, the stipulations of the registration authority. (21 July 2006/627), section 10 (21 July 2006/627) shares, stock options and other special rights entitling to shares of the redemption on the basis of the transfer of the seat If the seat of the European company statute will be moved from Finland to another Member State, the transfer of äänestäneellä against a decision of the shareholders and the company, the holder of the right referred to in section 10 of the law has the right to require redemption as specified in Chapter 16 of the companies Act section 13 provides for the merger of the shareholder and the holder of the right against the right of redemption.

section 11 (21 July 2006/627) Home on the final settlement of the transfer of the seat of the Executive Board of the European company statute, or transferring from Finland to the Board of Directors and the Managing Director shall, as soon as possible after the transfer shall draw up a final settlement. The final bill of discharge shall contain the annual accounts and the annual report for the period during which financial statements have not yet been presented to the annual general meeting, as well as an explanation of the possible distribution of the purchase consideration. The final settlement is to be given to the Auditors, which is the final settlement within one month to provide the Court of Auditors ' report. On receipt of the report of the Court of Auditors, the management or administrative organ shall without delay call a shareholders meeting of the shareholders to confirm the final settlement. Meeting, shall apply to the general meeting. The final settlement shall be notified for registration as a limited liability company, Chapter 8, section 10 of the law provides.
Called to the final settlement of the companies act shall apply, Chapter 20, section 15 of the Act provides. Referred to in Chapter 22 of the companies Act, the company's right to claim damages, shall apply to the stock of the companies Act, Chapter 20, section 18 of the code provides.

the decision to move the seat of the article 12 of the Statute for the transfer to Finland to Finland must be notified within one month after the registration of the Member State in which the European company statute has been given by the competent authority the certificate referred to in paragraph 8 of article 8 of the eurooppayhtiöasetuksen. The decision on the transfer may not be registered, if the notification is not made within the time limit.
The notification shall be accompanied by the transfer of the plan referred to in article 8, the eurooppayhtiöasetuksen report and certificate. For the rest, the establishment of a limited liability company in the commercial register shall apply to the notification the notification provisions as separately provided for, subject to the se does not include any provides otherwise.

to change the Statute for a European public limited-liability company governed by article 13 of the Eurooppayhtiöasetuksen the plan referred to in article 66 shall immediately be notified to the Registrar in the register.

section 14 of the liquidation and dissolution, the Court is eurooppayhtiöasetuksen by the competent authority in the case referred to in paragraph 1 to 3 of article 64.
The liquidation of the register on the date of the imposition of, or give rise to the provision, the company responds to the request of the parties to the proceedings, and the registration and an explanation of the procedure and the removal from the register article 64 shall apply to eurooppayhtiöasetuksen, and the provisions of Chapter 20 of the companies act. (21 July 2006/627)
The Act on the financial audit (587/2003), or the Act on Insurance supervision (78/1999) as regards the supervisory authority referred to in the controlled, however, is eurooppayhtiöasetuksen by the competent authority in the case referred to in paragraph 1 to 3 of article 64.
(L) and (L) of the financial audit of the 587/2003 insurance agency 78/1999 is repealed by the financial control of the 878 L:lla/2008.

the European company statute, section 15, of the liability to the Board, the Executive Board and the Member of the Management Board, the Chairman of the meeting, the liquidator of the company, as well as the obligation of the shareholder's liability is valid, what limited liability company law and other law provides for a share of the company's Board of directors or member of the Management Board, the Executive Director, the President of the general meeting, the liquidator or the shareholder's liability for damages. The obligation provided for in the Court of Auditors, the auditor's Compensation Act (11/15) and the limited liability company law. (18.9.2015/12)
L:lla 12/15 amended the Act shall enter into force on the 1.1.2016. The previous wording of the Executive Board of the European company statute and the Government, the: Member of the Management Board, the Chairman of the meeting, the liquidator of the company, as well as the obligation of the shareholder's liability is valid, what limited liability company law and other law provides for a share of the company's Board of directors or member of the Management Board, the Executive Director, the President of the general meeting, the liquidator or the shareholder's liability for damages. The obligation provided for in the Court of Auditors, the auditor's Compensation Act (936/1994) and the limited liability company law. (21 July 2006/627)
This law or to make good the damage caused to individuals by breaches of eurooppayhtiöasetusta, shall apply to the joint stock company law provides for the replacement of the damage caused by the violation of the law.

section 16 (21 July 2006/627), the provisions of the Statute for Punishment from the Government, a member of the management board or supervisory board, the Executive Director, in a statement to the man, the owner of the shares and the statutory auditor shall apply the provisions of chapter 25 of the companies Act, limited liability company and limited liability company.
Eurooppayhtiöasetuksen 32, as well as the report referred to in paragraph 4 of article 37, article 5, article 6 and article 66 shall apply to the certificate referred to in the companies Act, chapter 25, section 1, paragraph 2, the provisions relating to the breach of an approved auditor's opinion.

Article 17 entry into force this law shall enter into force on 8 October 2004.
After the adoption of this Act, the registration authority may register and the broadcast of the eurooppayhtiöasetuksen article, article 20 of the 32 or 37 on the establishment of the European company statute and the establishment of the plan referred to in article involved a Finnish limited company can deliver an invitation to the annual general meeting approving the plan except as se does not include any.
THEY'RE 55/2004, TaVM 13/2004, EV 107/2004, Council Regulation (EC) No 1782/2003 n ° 2157/2001 (32001R2157); OJ No l L 294, p. 1 Amendment acts, 8.10.2001 entry into force and application in time: 21 July 2006/6: this law shall enter into force on 1 September 2006.
The creation of the European company statute, by means of a merger and the transfer of the registered office at the time of entry into force of this law shall apply to the provisions in force, if the draft terms of merger or transfer of the registration of the plan will be announced prior to the entry into force of this law.
Compensation, based on the acts of exploitation performed before the entry into force of this law or the law of negligence, shall apply to the provisions in force at the time of entry into force.
THEY TaVM 7/109/2005, 2006 22 December 2009/63/2006, EV 1410: this law shall enter into force on 1 January 2010.
Before the entry into force of this law may be to take the measures needed to implement the law.
THEY 161/2009, HaVM 18/2009, EV 205/2009 18.9.2015/12: this law shall enter into force on the 1 January 2016.
THEY TaVM 34/254/2014, 2014, EV 371/2014

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