Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (codification) (Text with EEA relevance) (c. 1132)

TITLE I U.K. GENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF LIMITED LIABILITY COMPANIES

CHAPTER III U.K. [F1 Online procedures (formation, registration and filing), disclosure and registers]

[F2 Section 1A U.K. Online formation, online filing and disclosure]

Article 14 U.K. Documents and particulars to be disclosed by companies

Member States shall take the measures required to ensure compulsory disclosure by companies of at least the following documents and particulars:

(a)

the instrument of constitution, and the statutes if they are contained in a separate instrument;

(b)

any amendments to the instruments referred to in point (a), including any extension of the duration of the company;

(c)

after every amendment of the instrument of constitution or of the statutes, the complete text of the instrument or statutes as amended to date;

(d)

the appointment, termination of office and particulars of the persons who either as a body constituted pursuant to law or as members of any such body:

(i)

are authorised to represent the company in dealings with third parties and in legal proceedings; it shall be apparent from the disclosure whether the persons authorised to represent the company may do so alone or are required to act jointly;

(ii)

take part in the administration, supervision or control of the company;

(e)

at least once a year, the amount of the capital subscribed, where the instrument of constitution or the statutes mention an authorised capital, unless any increase in the capital subscribed necessitates an amendment of the statutes;

(f)

the accounting documents for each financial year which are required to be published in accordance with Council Directives 86/635/EEC(1) and 91/674/EEC(2) and Directive 2013/34/EU of the European Parliament and of the Council(3);

(g)

any change of the registered office of the company;

(h)

the winding-up of the company;

(i)

any declaration of nullity of the company by the courts;

(j)

the appointment of liquidators, particulars concerning them, and their respective powers, unless such powers are expressly and exclusively derived from law or from the statutes of the company;

(k)

any termination of a liquidation and, in Member States where striking off the register entails legal consequences, the fact of any such striking off.

Textual Amendments

F2 Inserted by Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (Text with EEA relevance).

Textual Amendments

F1 Substituted by Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (Text with EEA relevance).

(1)

Council Directive 86/635/EEC of 8 December 1986 on the annual accounts and consolidated accounts of banks and other financial institutions (OJ L 372, 31.12.1986, p. 1).

(2)

Council Directive 91/674/EEC of 19 December 1991 on the annual accounts and consolidated accounts of insurance undertakings (OJ L 374, 31.12.1991, p. 7).

(3)

Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).