Article 2

1. Member States shall take the measures required to ensure compulsory disclosure by companies of at least the following documents and particulars: (a) The instrument of constitution, and the statutes if they are contained in a separate instrument; Any amendments to the instruments mentioned in (a), including any extension of the duration of the company; After every amendment of the instrument of constitution or of the statutes, the complete text of the instrument or statutes as amended to date; The appointment, termination of office and particulars of the persons who either as a body constituted pursuant to law or as members of any such body: (i) are authorised to represent the company in dealings with third parties and in legal proceedings; take part in the administration, supervision or control of the company. It must appear from the disclosure whether the persons authorised to represent the company may do so alone or must act jointly; At least once a year, the amount of the capital subscribed, where the instrument of constitution or the statutes mention an authorised capital, unless any increase in the capital subscribed necessitates an amendment of the statutes; The balance sheet and the profit and loss account for each financial year. The document containing the balance sheet shall give particulars of the persons who are required by law to certify it. However, in respect of the Gesellschaft mit beschränkter Haftung, société de personnes à responsabilité limitée, personenvennootschap met beperkte aansprakelijkheid, société à responsabilité limitée and società a responsabilità limitata under German, Belgian, French, Italian or Luxembourg law, referred to in Article 1, and the besloten naamloze vennootschap under Netherlands law, the compulsory application of this provision shall he postponed until the date of implementation of a Directive concerning co-ordination of the contents of balance sheets and of profit and loss accounts and concerning exemption of such of those companies whose balance sheet total is less than specified in the Directive from the obligation to make disclosure, in full or in part, of the said documents. The Council will adopt such a Directive within two years following the adoption of the present Directive; Any transfer of the seat of the company; The winding up of the company; Any declaration of nullity of the company by the courts; The appointment of liquidators, particulars concerning them, and their respective powers, unless such powers are expressly and exclusively derived from law or from the statutes of the company; The termination of the liquidation and, in Member States where striking off the register entails legal consequences, the fact of any such striking off. 2. For purposes of paragraph 1 (f), companies which fulfil the following conditions shall be considered as besloten naamloze vennootschappen: (a) They cannot issue bearer shares; No bearer certificate of registered shares within the meaning of Article 42 (c) of the Netherlands Commercial Code can be issued by any person whatsoever; Their shares cannot be quoted on a stock exchange; Their statutes contain a clause requiring approval by the company before the transfer of shares to third parties, except in the case of transfer in the event of death and, if the statutes so provide, in the case of transfer to a spouse, forebears or issue; transfers shall not be in blank, but otherwise each transfer shall be in writing under hand, signed by the transferor and transferee or by notarial act; Their statutes specify that the company is a besloten naamloze vennootschap; the name of the company includes the words "Besloten Naamloze Vennootschap" or the initials "BNV".

Second Council Directive 77/91/EEC of 13 December 1976 on… (EU) — sign in to see which provisions, and what they say.

← art_1__continuation__5 · All articles · 1. →

Source: EUR-Lex (Cellar) · retrieved 2026-10-27 · Text as adopted (Official Journal); later amendments are not incorporated in this text.