Status of SUP

Europe is still working on the proposal for a directive regarding the ‘SUP’, the single-member private limited liability company. It looks as if the process is continuing.

The latest developments are that one committee has rejected the proposal. Another committee has proposed amendments:

  • The Committee on the Internal Market and Consumer Protection (IMCO) gave its opinion on 23 July 2015, proposing amendments.
  • The Committee on Employment and Social Affairs (EMPL) told on 29 June 2015: “The Committee on Employment and Social Affairs calls on the Committee on Legal Affairs, as the committee responsible, to propose rejection of the Commission proposal.”

The SUP is on today’s draft agenda of the committee responsible, the Committee on Legal Affairs (JURI). In this meeting a second working document was to be discussed. In the the introduction to this working document the JURI-rapporteur wrote:

On 9 April 2014 the Commission put forward a proposal for a directive on single-member private limited liability companies.

The rapporteur was assigned the task of drawing up the report of the Committee on Legal Affairs in October 2014. The initial exchange of views held at the beginning of December 2014 revealed strong opposition to the draft directive on the part of some political groups and created serious doubts as to its viability.

The rapporteur then opted to draw up a working document in which he explored the most controversial points and encouraged the shadow rapporteurs to continue the debate and work together to seek acceptable solutions. The working document, submitted in February 2015, was received with interest but did not achieve its goal of encouraging a willingness to consider alternatives.

Since then, the rapporteur has devoted a huge amount of time to studying the proposal and listening to the positions of the various stakeholders: industry, trade unions, academics, and Member State authorities. He has also met the shadow rapporteurs on a number of occasions.

The opinion of Parliament’s Committee on Employment and Social Affairs, which categorically rejects the Commission proposal without providing any reasons, illustrates the ideological nature of the debate surrounding SUPs.

For its part, the Committee on the Internal Market and Consumer Protection carried out sterling work in its area of responsibility and succeeded, after much effort, in gathering the necessary majority to adopt a recommendation.

The rapporteur believes in the proposal’s potential as an instrument that will make it easier to set up companies carrying out cross-border activities, although not on the terms proposed by the Commission, which some believe will open the door to the improper use of SUPs, and not on the terms proposed in the general approach adopted by the Council on 28 May 2015, which is a step in the right direction but is still insufficient, since so many elements are left to subsidiarity that very little remains of the added value offered by the proposal.

This second working document contains practical solutions that will allow the cross-border setting-up of companies while maintaining the necessary legal safeguards. The text also provides a sufficient level of harmonisation to ensure that the directive contributes to ‘making life easier for citizens and businesses, simplifying the legal framework, reducing regulatory burdens across the single market and increasing regulatory predictability’. [1]

The rapporteur is appealing to the shadow rapporteurs, some of whom have formally requested that the proposal be sent back to the Commission, to consider the solutions that have been drawn up in the light of their reservations, and to give a specific and definitive response.

This second working document does not simply sketch out solutions to the problems identified. Rather, specific solutions are provided with the aim of checking whether they might be suitable with a view to launching the formal procedure.

After the debate, in which the rapporteur will engage with humility but also with determination, we will be in a position to adopt the appropriate decision, having heard the political groups and the Commission.

[1] Better regulation for better results – An EU agenda (COM(2015)0215).

It looks as if it will take some time before a conclusion is drawn.

More information


Over Ellen Timmer, advocaat ondernemingsrecht @Pellicaan

Verbonden aan Pellicaan Advocaten,, kantoor Capelle aan den IJssel (Rotterdam), telefoon 088-6272287, fax 088-6272280, e-mail ||| Weblogs: algemeen: || modernisering ondernemingsrecht:
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