01 February 2008

Commission study on capital maintenance regime - 2nd Company Law Directive

The Commission published an external feasibility study on an alternative to the capital maintenance regime established by the 2nd Company Law Directive.

The study provides a factual background on some of the main features of the legal capital regime established by the second Company Law Directive, notably:

- the administrative costs of the present rules on capital formation and maintenance;

- costs and benefits of solvency tests or other alternative methods to determine distributable dividends;

- shareholders’ and creditors’ protection in alternative regimes;

- implementation costs of an alternative regime (e.g. compliance costs required to companies to adjust to new requirements).

The study examines the situation in five Member States of the EU (namely France, Germany, Poland, Sweden and the United Kingdom) and 4 foreign jurisdictions (Australia, Canada, US – California and Delaware, and New Zealand). It also reviews four academic proposals for alternative regimes to the current capital maintenance rules.

Commission position  

KPMG feasibility study - January 2008 

Annex Part 1 – Sample Methodology, Key Questionnaires, Legal Annexes, Capital maintenance rules for private companies  

Annex Part 2 – Legal Questionnaires, Cost Questionnaires

© European Commission