1. STUDYING,
PROVIDING SERVICES,
AND ESTABLISHING
IN ANOTHER EU STATE

2. DIPLOMAS AND QUALIFICATIONS

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

4. 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?

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

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

7. 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

8. FREE MOVEMENT OF SERVICES
FREEDOM TO ESTABLISH

9. 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

10. 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

11. EUROPEAN UNION COMPANY LAW

12. 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
In England there is no such requirement
The Danish authority refused to register the subsidiary

13. 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.

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

15. 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

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

17. 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 €
Strict requirements concerning participation of employees

18. 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