16-563: The Second Company Law Directive 2012/30/EU (sometimes also called the "Capital Directive") is a European Union Directive concerning the capital requirements of public companies that operating within the European Union . A number of its provisions have become increasingly controversial since its enactment in 1976, as many rules for the maintenance and alteration of capital have been abandoned within EU member states, particularly regarding
32-520: A directive in theory but has failed to abide by its provisions in practice. If a Member State fails to implement a Directive timely or correctly, the Directive itself becomes binding on the Member States, meaning that parties in proceedings against the state may rely on provisions of the untimely or incorrectly transposed Directive. An example of a case in which the applicant was able to invoke
48-650: Is Article 288 of the Treaty on the Functioning of the European Union (formerly Article 249 TEC ). Article 288 To exercise the Union's competences, the institutions shall adopt regulations, directives, decisions, recommendations and opinions. A regulation shall have general application. It shall be binding in its entirety and directly applicable in all Member States. A directive shall be binding, as to
64-664: Is a state that is a member of an international organization or of a federation or confederation . Since the World Trade Organization (WTO) and the International Monetary Fund (IMF) include some members that are not sovereign states , neither organization ever speaks of "member states". The WTO has simply "members" (see WTO members ), and the IMF refers to its members as "member countries". The oldest global member state based organization
80-810: Is prepared by the Commission after consultation with its own and national experts. The draft is presented to the Parliament and the Council —composed of relevant ministers of member governments, initially for evaluation and comment and then subsequently for approval or rejection. There are justifications for using a directive rather than a regulation: (i) it complies with the EU's desire for "subsidiarity" ; (ii) it acknowledges that different member States have different legal systems, legal traditions and legal processes; and (iii) each Member State has leeway to choose its own statutory wording, rather than accepting
96-457: The Brussels' official " Eurospeak " terminology. For example, while EU Directive 2009/20/EC (which simply requires all vessels visiting EU ports to have P&I cover) could have been a regulation (without requiring member states to implement the directive), the desire for subsidiarity was paramount, so a directive was the chosen vehicle. The legal basis for the enactment of directives
112-528: The EU Directive itself. It is unclear to what extent it would be regarded as compatible with the TFEU. European Union Directive A directive is a legal act of the European Union that requires member states to achieve particular goals without dictating how the member states achieve those goals. A directive's goals have to be made the goals of one or more new or changed national laws by
128-614: The European Court of Justice developed the doctrine of direct effect where unimplemented or badly implemented directives can actually have direct legal force. In the important case of Francovich v. Italy , the ECJ extended the principle of Van Gend en Loos to provide that Member States who failed to implement a directive could incur liability to pay damages to individuals and companies who had been adversely affected by such non-implementation. Member state A member state
144-437: The appropriate legislative procedure, both institutions can seek to make laws. There are Council directives and Commission directives. Article 288 does not clearly distinguish between legislative acts and administrative acts, as is normally done in national legal systems. Directives are binding only on the member states to whom they are addressed, which can be just one member state or a group of them. In general, however, with
160-558: The directive to be implemented correctly. This is done in approximately 99% of the cases. If a member state fails to pass the required national legislation, or if the national legislation does not adequately comply with the requirements of the directive, the European Commission may initiate legal action against the member state in the European Court of Justice . This may also happen when a member state has transposed
176-583: The exception of directives related to the Common Agricultural Policy , directives are addressed to all member states. When adopted, directives give member states a timetable for the implementation of the intended outcome. Occasionally, the laws of a member state may already comply with this outcome, and the state involved would be required only to keep its laws in place. More commonly, member states are required to make changes to their laws (commonly referred to as transposition ) in order for
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#1732776196330192-426: The member states before this legislation applies to individuals residing in the member states. Directives normally leave member states with a certain amount of leeway as to the exact rules to be adopted. Directives can be adopted by means of a variety of legislative procedures depending on their subject matter. The text of a draft directive (if subject to the co-decision process, as contentious matters usually are)
208-754: The provisions of an untimely transposed Directive is the Verkooijen case, in which the European Court of Justice rendered a judgement on 6 June 2000 (case no. C-35/98). The United Kingdom passed a statutory instrument , the Unfair Terms in Consumer Contracts Regulations 1994 , to implement the EU Unfair Terms in Consumer Contracts Directive 1993 . For reasons that are not clear, the 1994 SI
224-459: The result to be achieved, upon each Member State to which it is addressed, but shall leave to the national authorities the choice of form and methods. A decision shall be binding in its entirety upon those to whom it is addressed. Recommendations and opinions shall have no binding force. The Council can delegate legislative authority to the Commission and, depending on the area and
240-517: The use of minimum capital (currently set at €25,000), and the accounting concept of nominal share value. Nevertheless, a large number of its rules are still seen as essential for the protection of creditors, to attempt to forestall insolvency. The Directives provisions on freedom of establishment had determined that minimum capital was a disproportionate means to achieve the aim of protecting creditors. These decisions have only been made in relation to national laws regarding private companies, and not yet
256-437: Was deemed inadequate and was repealed and replaced by the Unfair Terms in Consumer Contracts Regulations 1999 . The Consumer Rights Act 2015 , a major United Kingdom statute consolidating consumer rights, then abolished the 1999 SI; so presumably the 2015 Act complies with the 1993 EU directive, which remains extant. Even though directives were not originally thought to be binding before they were implemented by member states,
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