The Gazette 1975

(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

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 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. (d) a subsidiary of a European Company.

(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. 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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