To enable associations and foundations to operate throughout the Community, by providing for a legal form to be known as a European association (EA). To provide for the involvement of employees in the European association so that they can play their proper part in the organization.
Proposal for a Council Regulation on the Statute for a European association.
Proposal for a Council Directive complementing the Statute for a European association with regard to the involvement of employees.
Proposal for a Council Regulation on the Statute for a European association
- 1.
- A European association (EA) is to be a body whose members pool their knowledge or their activities either for a purpose in the general interest or in order directly or indirectly to promote the interests of particular professions or groups.
- 2.
- An EA is to have legal personality from the day of its registration in the Member State in which it has its registered office.
- 3.
- An EA may be set up directly either by any two or more legal entities formed under the law of a Member State, provided at least two of them have their registered offices and central administrations in different Member States, or by at least 21 natural persons, being nationals of and resident in at least two Member States.
- 4.
- An association which has been formed in accordance with the law of a Member State may set up an EA by converting into EA form if it has an establishment in a Member State other than that of its registered office. It must be able to show that it is carrying on a genuine cross-border activity.
- 5.
- The EA's registered office, which is to be specified in its rules, must be within the Community, and must be in the same place as its central administration.
- 6.
- The rules of the EA must provide for a general meeting and for an executive committee.
- 7.
- A general meeting is to be held at least once a year, not more than six months after the end of the financial year. Meetings may be convened at any time either by the executive committee on its own initiative or at the request of at least 25 % of the members; the rules may set a lower proportion.
- 8.
- Every member is entitled to one vote. Decisions are to be taken by a majority of the votes of the members present or represented. The general meeting has sole power to amend the rules of the EA; any such resolution is to be passed by a majority of two-thirds of the votes of the members present or represented.
- 9.
- The member or members of the executive committee have the power to represent the EA in dealings with third parties and in legal proceedings. They are to be appointed and removed by the general meeting.
- 10.
- Members of the executive committee are to be appointed for a period which may not exceed six years. They may be reappointed at the end of the six-year period.
- 11.
- The EA is to draw up a budget for the forthcoming financial year.
- 12.
- An EA may be wound up either by a decision of the general meeting, in particular where the period fixed in the rules has expired or where no accounts have been disclosed as required in the EA's last three financial years, or by the courts, in particular where the registered office has been transferred outside the Community.
- 13.
- As regards liquidation, insolvency and suspension of payments, the EA is to be subject to the laws of the State in which it has its registered office.
Proposal for a Council Directive complementing the Statute for a European association with regard to the involvement of employees
- 1.
- No EA may be registered until a model of participation or an information and consultation system has been chosen.
- 2.
- The Directive refers back to domestic rules governing the participation of employees in the supervisory or administrative boards of domestic companies and societies in general. If the Member State in which the EA has its registered office has no rules on the participation of employees, or does not wish to apply such rules to the EA, it must nevertheless comply with the minimum requirements of the succeeding articles as regards the informing and consulting of employees.
- 3.
- The Directive describes the procedure to be followed for the adoption of information and consultation arrangements in EAs with at least 50 employees.
- 4.
- In the event of direct formation by natural persons, the arrangements chosen must be submitted to the general meeting called to approve the formation of the EA.
- 5.
- The executive committee must inform and consult the employees in good time; the Directive supplies a minimum list of areas in which information and consultation are required, including any proposals which might significantly affect the interests of the employees and any question concerning conditions of employment.
- 6.
- The Directive lays down certain basic principles concerning election procedures and the performance of their functions by elected representatives. The representatives of the employees are to be elected, and not appointed, and are to represent the employees of all the EA's establishments, plants and facilities, even if they are employed part time.
4) OPINION OF THE EUROPEAN PARLIAMENT
First reading: Parliament approved the Commission's proposals subject to certain amendments. Where the proposal on the statute for a European association is concerned, the amendments relate in particular to the following aspects of such entities: designation, establishment criteria, procedures for convening general meetings, powers of general meetings, legal status and financial arrangements. As regards the involvement of employees in these entities, the amendments relate to the arrangements for informing and consulting employees and for their participation in decisions taken.
5) CURRENT STATUS OF THE PROPOSAL
Cooperation procedure
The Commission presented the proposals on 18 December 1991.
First reading: On 20 January 1993 Parliament approved the Commission proposals subject to amendments. The Commission has accepted some of the amendments.
The Commission presented some amended proposals on 6 July 1993.
The amended proposals are currently before the Council for a common position.
Commission proposals COM(91) 273/I and II final
Official Journal C 99, 21.04.1992
Amended proposals COM(93) 252 final COD0386 and COD0387
Official Journal C 236, 31.08.1993
European Parliament opinion
First reading Official Journal C 42, 15.02.1993
Economic and Social Committee opinion
Official Journal C 223, 31.08.1992