Article 1

Second Council Directive 77/91/EEC of 13 December 1976 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent · European Union

1. The coordination measures prescribed by this Directive shall apply to the provisions laid down by law, regulation or administrative action in Member States relating to the following types of company: - in Belgium : la société anonyme / de naamloze vennootschap; in Denmark : aktieselskabet; in France : la société anonyme; in Germany : die Aktiengesellschaft; in Ireland : the public company limited by shares, the public company limited by guarantee and having a share capital; in Italy : la società per azioni; in Luxembourg : la société anonyme; in the Netherlands : de naamloze vennootschap; in the United Kingdom : the public company limited by shares, the public company limited by guarantee and having a share capital. The name for any company of the above types shall comprise or be accompanied by a description which is distinct from the description required of other types of companies. 2. The Member States may decide not to apply this Directive to investment companies with variable capital and to cooperatives incorporated as one of the types of company listed in paragraph 1. In so far as the laws of the Member States make use of this option, they shall require such companies to include the words "investment company with variable capital" or "cooperative" in all documents indicated in Article 4 of Directive 68/151/EEC. The expression "investment company with variable capital", within the meaning of this Directive, means only those companies: - the exclusive object of which is to invest their funds in various stocks and shares, land or other assets with the sole aim of spreading investment risks and giving their shareholders the benefit of the results of the management of their assets, which offer their own shares for subscription by the public, and the statutes of which provide that, within the limits of a minimum and maximum capital, they may at any time issue, redeem or resell their shares.

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Source: EUR-Lex (Cellar) · retrieved 2026-10-28 · Text as adopted (Official Journal); later amendments are not incorporated in this text.