STUDYING, PROVIDING SERVICES, AND ESTABLISHING IN ANOTHER EU STATE

DIPLOMAS AND QUALIFICATIONS

DIPLOMAS Academic recognition Equal treatment => compensation of courses or examinations Equal treatment

What shall an EU citizen do, if he or she wants to study, or work as A) a maid B) an architect C) a teacher D) a psychologist E) a bartender F) an actor In another EU country?

QUALIFICATIONS Equal treatment a) Non-regulated professions => No recognition of qualifications needed

b) Regulated professions 1. Co-ordinated qualifications Doctors, midwives, architects, dentists, veterinary surgeons, nurses responsible for general care and pharmacists => automatic recognition

2. Other regulated professions Requirements vary by Member State => application for recognition - approved instantly or - if considerable differences in contents or duration => adaptation period, aptitude test or evidence of professional experience may be required

FREE MOVEMENT OF SERVICES FREEDOM TO ESTABLISH

SERVICES DIRECTIVE Commission proposal (COM(2004) 2), amended 4.4.2006 MAIN PRINCIPLE Provisions of the country of origin are applied Provisions of the state where the service company is permanently established (Commission: 16 weeks) SUPPLEMENTARY Harmonisation of national provisions and co-operation between authorities 1. Establishing in another member state facilitated Administrative rationalization Harmonisation of license requirements Removal of disproportionate requirements 2. Temporary and cross-border service provision facilitated

SERVICES DIRECTIVE (Cont.) Exceptions Labour law To maintain public order, public safety or protection of public health or the environment Exluded Financial services, transport and electronic communications services and networks, which are already covered by comprehensive Community policies Services in which public interest is evident Education

EUROPEAN UNION COMPANY LAW

Mr. And Mrs. Bryde, a Danish couple Case Centros Ltd v. Erhvervs- of Selskabsstyrelsen, 1999 Mr. And Mrs. Bryde, a Danish couple Set up a Limited Liability Company in England The company had no business activities in England They wished to set up a subsidiary for the company in Denmark Why? The Danish Limited Liability Company has a minimum share capital requirement of DKK 200 000 In England there is no such requirement The Danish authority refused to register the subsidiary

The Brydes appealed to a Danish court The Danish Supreme Court appealed to the ECJ for reference ruling The ECJ: The Danish authority can’t refuse to register a subsidiary of an English company.

APPLIED LAW Each member state has its own company forms The registration state’s law applies => EU has tens of different company forms

HARMONISATION PROVISIONS PUBLIC LIMITED COMPANY Requirements concerning Articles of Association Minimum share capital Founding and founders’ liability Increasing / decreasing the share capital Distribution of dividend Published information on the company

OTHER HARMONISATION PROVISIONS Concerning FINAL ACCOUNTS valuation principles annual reports AUDITORS qualification requirements MERGERS AND ACQUISITIONS

Societas Europaea SE Benefits: Establishing: Provisions: SE is recognized by all EU member states => Can be easily moved from a member state to another in pursuit of the most favourable operating environment Companies registered in different member states can set up mutual subsidiaries Establishing: By limited companies already registered in different EU member states By merger of public limited companies based in different member states by acquisition or by the formation of a new company Establishing a holding company (SE) Establishing a mutual subsidiary (SE) By transfer of a public limited company which has had a subsidiary in another member state for at least two years Provisions: Governed by EC Reg. 2157/2001 and by the PLC provisions of the law of the member state where the SE has its registered office Minimum share capital € 120 000 Strict requirements concerning participation of employees

European Economic Interest Grouping Object: Facilitate the business co-operation of two or more companies or natural persons within the EU Can be moved from a member state to another Established by: Two or more companies registered in different EU member states Two or more natural persons operating in the EU Provisions: EEC Reg. 2137/85 Law of the member state where registered Legal capacity subject to the state Comparable with a partnership