Proposals submitted to the European Commission

Brussels, October 1999

European Company Law : The “Simpler Legislation for the Internal Market” (SLIM) Initiative of the EU Commission


Explanatory memorandum with regard to the recommendations by the company law slim working group on the simplification of the first and second company law directives


The simplification of the First and Second Company Law Directives is part of the fourth phase of the Simpler Legislation for the Internal Market (SLIM) initiative. It is important to note that the purpose of SLIM is not to further harmonise, but to slim regulation.


A small working group, called the Company Law Slim Working Group (hereinafter: the "Working Group"), was created with a view to identify where simpler legislation could replace the existing legislation in the field of the First and Second Company Law Directive.


The Working Group was composed of Member States representatives (namely from Austria, Finland, Italy, Luxembourg and Spain) and experts in and users of company law. It was chaired by Eddy Wymeersch, professor at the University of Ghent.


The Company Law Slim Exercise was defined as a "deregulation exercise" aimed at indicating certain matters within the scope of the First and Second Company Law Directives with respect to which the Single Market legislation could be simplified and to make appropriate proposals with respect to same. Certain links to the Eleventh Company Law Directive where thereby considered indispensable.

 The Working Group worked out its proposals during three meetings, held on 12 February 1999, 26 March 1999 and 17 July 1999.


Given the limited working time table of its exercise, the Working Group did not aim to cover all possible areas susceptible to simplification in an comprehensive manner. It could only focus on certain selected substantial matters which could be the subject of simplification. It recognises, however, that a more in-depth review of the two directives would certainly reveal additional areas for simplification.


With respect to the subject matters it examined, the Working Group worked out a number of proposals for simplification. The implementation of these proposals into coherent legislation, is left to the competency of the European Commission.

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