Formation by a Single Member
One or more founders may decide to form a new company (NewCo) for carrying out a business activity.
Under ECL, the laws of Member States must permit single members to form a new private limited company, whilst Member States may also permit the formation of public limited companies by single members. In cases where the laws of Member States do not allow the formation of single-member public limited companies, a PLC formed by a single member shall be declared null and void (Article 12 Directive 2009/101/EC).
As specified by the new Second Company Law Directive, private and public limited companies formed by more founders may subsequently become single-member companies when one person holds all the shares. This situation may lead to dissolution only in case, after an order of a Court, the company does not regularise its position within a given deadline.
Article 5 Directive 2012/30/EU
1. Where the laws of a Member State require a company to be formed by more than one member, the fact that all the shares are held by one person or that the number of members has fallen below the legal minimum after incorporation of the company shall not lead to the automatic dissolution of the company.
2. If, in the cases referred to in paragraph 1, the laws of a Member State permit the company to be wound up by order of the court, the judge having jurisdiction must be able to give the company sufficient time to regularise its position.
3. Where a winding-up order as referred to in paragraph 2 is made the company shall enter into liquidation.
For the purpose of preventing the abuse of legal personality to the detriment of creditors, restrictions may be provided for in case a natural person is a single member of several companies or in case a legal person is the sole member of another company.
Article 2 Directive 2009/102/EC
1. A company may have a sole member when it is formed and also when all its shares come to be held by a single person (single-member company).
2. Member States may, pending coordination of national laws relating to groups, lay down special provisions or penalties for cases where:
(a) a natural person is the sole member of several companies; or
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