Statute for a European private company - Cross-borders transfers of companies' registered offices - Small Business Act - Workers' participation in companies with a European Statute (debate) 
President
The next item is the joint debate on:
the report by Mr Lehne, on behalf of the Committee on Legal Affairs, on the proposal for a Council regulation on the Statute for a European private company - C6-0283/2008 -.
the report by Mr Lehne, on behalf of the Committee on Legal Affairs, with recommendations to the Commission on the cross-border transfer of the registered office of a company.
the report by Mrs Herczog, on behalf of the Committee on Industry, Research and Energy, on the Small Business Act.
the Commission statement on workers' participation in companies with a European Statute.
Klaus-Heiner Lehne
Mr President, ladies and gentlemen, I have two reports to advocate here, both of which originate from Parliament's Committee on Legal Affairs.
I should like to start with the one that is more important at this time, as it concerns a specific legislative procedure initiated by the Commission: the European private company (EPC). Indeed, this is the legislative core element, if one may describe it thus, of the Small Business Act.
I wish to say a few words about the background. The idea for the European private company was already contained in Commissioner Bolkestein's Action Plan on Company Law. For reasons that never made sense to me, the idea of the European private company was then erased, so to speak, from the action plan over the years, in the course of this Commission's term of office, and was not pursued further by the Commission at that time.
The European Parliament disagreed, however, and this was the background to its legislative own-initiative report under Rule 39 of the Rules of Procedure and Article 192 of the Treaty, which this House adopted by an overwhelming majority some time ago. Under these circumstances, the Commission felt compelled to reconsider the idea of the European private company, and has now proposed it within the framework of the Small Business Act - which is very much appreciated.
This offer of a separate company form is particularly directed at Europe's small and medium-sized enterprises. Up to now, only large companies have had their own company form, namely the European company. I believe that such a proposal was long overdue. As this is aimed at SMEs, and start-ups - that is, companies that arise from the idea of starting up a company rather than as a result of the transformation, division or merger of existing or other companies - must also be provided for, we also welcome the European Commission's restraint with regard to the requirements imposed on the cross-border component. This has, I believe, also been expressed by Parliament in this report.
We also think it right that all the issues concerning, in particular, capital and liability, have to be clarified in legislative terms at European level, as these are particular problems for SMEs. The present need for them to work with very disparate national legal forms means that they are in great need of advice, which is obviated by this new legal form.
We also believe that we are in line with the case law of the European Court of Justice in the matter of whether the company's seat must be identical to its registered office or seat of administration; that is, that only one company seat can be envisaged. I know that there is a minority opinion on the subject in this House, but the majority opinion in Parliament's Committee on Legal Affairs - from which I assume plenary will take its lead tomorrow - is that there must definitely be the possibility of a separation and that a European company form cannot be disadvantaged in relation to national company forms, which have this possibility under the case law of the European Court of Justice.
A major problem, which required lengthy negotiations, was the situation with regard to employee participation. We have had considerable difficulties with this in the past when dealing with other legal acts under company law. I need only mention the European company and the Directive on cross-border mergers. I believe that, thanks to the compromise amendments signed by the three largest political groups in this House, we have succeeded in finding a real solution to this problem; a solution which draws on the successful elements of previous legal acts in the European Union, which represents a compromise between the different legal situations in the Member States, and which also makes a contribution to protecting employees' rights.
My final comment concerns the 14th Directive, for which I am also rapporteur. The story is similar to that of the European company. Our aim is to use this legislative motion for a resolution to compel the Commission to make a tangible proposal, as we did in the case of the EPC, and indeed we expect the Commission to do so, so as to close one of the last gaps in company law and guarantee freedom of establishment for undertakings. My sincere thanks for your attention.
Edit Herczog
rapporteur. - (HU) Mr President, Commissioner, ladies and gentlemen, we are reaching the end of a long process, a long and successful process through which we have been able to move small and medium-sized enterprises from the periphery to the centre. It has been a long process for us to reach the point where this internal market, although unified, is not homogeneous. A long road, at the end of which we see that the 23 million small and medium-sized enterprises operate with the same administrative burdens and rules as the 41 thousand large European companies, even though the former are unable to enter the market under anything like the same conditions.
It seems to us that the Commission, under Commissioner Verheugen's leadership, has come a long way over the past five years, and thus we welcome the change in philosophy within the European Union, intended to eliminate the hurdles facing SMEs both at EU level and in the Member States. One possibility for increasing the turnover of SMEs is to enable more and more of them to enter the European internal market, since at present only 8% of enterprises do so, and only 15% of their turnover is generated on that market. Their turnover could increase if they were able to participate much more extensively in innovative research and development programmes and projects. It would help the market activities of small businesses if sources of funding and financing were made much more readily accessible than at present. Their turnover could increase if we were at last to create a Community patent, thus preventing cheap counterfeit products from squeezing out intellectual property produced by small businesses.
I believe that the most sensitive challenge from the perspective of the success of the entire Lisbon Strategy is certainly to help SMEs move from their own Member State to the EU internal market. In the current economic situation, however, we need to point out, over and above what has been said, that there are problems with the major source of financing for small and medium-sized enterprises. For that source continues to be credit. The increased risk sensitivity of financial institutions has meant, however, that more and more companies have difficulty accessing credit. Invoking the uncertainty of the economic situation, the banks are holding back on making loans in these circles. Directors of SMEs complain that thousands of companies and tens of thousands of workplaces may be endangered. It is fundamentally in our interest to ensure that the funds intended to inject liquidity into the system reach the economy rather than remain in bank safes. One of the most important steps is for banks to begin to stimulate the economy and SMEs as soon as possible.
The other challenge is to create European solidarity. This is the only way to offer more effective protection than what nation states can provide to SMEs that are in difficulty because of the crisis. In saying this, I want to point out that the situation of SMEs and the way this is handled is also a test of European solidarity. It shows that Europe is capable of assuming shared risk with Member States beyond the euro zone as well. The measures aimed principally at stabilising the euro area can easily give rise - and have already given rise - to a financial vacuum in the non-euro zone. In the current situation, therefore, I must ask European decision-makers and the representatives of the banking sector not to allow for the creation of a two-speed Europe, since the collapse of a region where SMEs play a decisive role - constituting more than 90% of all businesses - would bring with it catastrophic economic consequences. I request the support of the Commission and of my fellow Members to this end. I thank my fellow rapporteur, Nicole Fontaine, and the other shadow rapporteurs for their work, and once again congratulate Commissioner Verheugen for the achievements to date.
Ján Figeľ
Member of the Commission. - Mr President, first of all I should like to thank the two rapporteurs. Ladies first, and not only these days, I will start by thanking Ms Herczog for the quality of her report on the Small Business Act (SBA) and the strong support it provides for the Commission's initiative to establish a comprehensive policy on small- and medium-sized enterprises. I would also like to pay tribute to Mr Lehne, not only for his efficiency and work in steering the Private Company Statute through the consultation procedure, but also for the interesting and creative solutions presented in the report.
We are now really in a critical phase. We listen every day to the messages, such as the need to boost and renew confidence in the functioning of the global economy. The financial and economic crisis has hit European businesses really hard, and I believe that it is now more important than ever to exploit to the full the potential of small- and medium-sized enterprises. This is the very lifeline of the European economy.
The Small Business Act, which the Commission adopted in June 2008, provides a comprehensive framework of short-, medium- and long-term actions for SME growth and competitiveness within the Lisbon Strategy. It proposes 10 policy principles and a number of concrete initiatives to make sure that the concerns of SMEs are placed at the centre of decision-making - as Ms Herczog said, mainstreaming SMEs into the centre of attention and strategies.
The SBA includes a set of legislative initiatives, including the proposal for a European private company statute. The SBA is designed to ensure that the 'think small first' principle and priority for small businesses are lastingly and irreversibly anchored in policy-making across the Union. The SBA also calls for greater recognition of entrepreneurship and entrepreneurs. We need people who are prepared to take initiatives, draft projects and take risks more than ever at times like this. We also believe, therefore, that honest entrepreneurs who suffer business failure deserve a second chance.
In the current economic crisis, we need to establish priorities and focus on delivering quickly on those actions which have the strongest potential to contribute to recovery. The SBA action plan and the European economic recovery plan propose ambitious measures in three key areas: first, loosening the supply of much-needed credit; secondly, reducing the administrative burden; and, thirdly, helping SMEs do business abroad.
Making a success of the Small Business Act depends on the seamless cooperation of all stakeholders. We are grateful for your support. The resolution that Parliament adopted in early December was a timely and strongly welcomed initiative. As you know, at the summit later in December, the Heads of State and Government unanimously endorsed the Small Business Act, under the French Presidency.
It is, therefore, important that this House gives its full support today to Ms Herczog's report, to establish a solid and legitimate basis for further action. I would like to invite you to promote the Small Business Act in your respective countries and your constituencies to help make sure that this ambitious policy programme becomes reality and that it really helps SMEs in their daily business.
Let me turn now to Mr Lehne's two reports. Parliament has always been a strong supporter of the European Private Company Statute. Your own-initiative report of 2006 and your swift handling of the Commission's proposal are important contributions to the success of the new European Company Statute.
The Private Company Statute is a key element of the Small Business Act. It is designed for SMEs. Therefore, the Commission proposed that a European private company may be set up just like any domestic company, without the requirement for doing business in different Member States or having shareholders from more than one country - just like at home. There are those who consider such a cross-border requirement essential for a European company forum. Parliament's resolution, which allows companies a choice between a variety of cross-border elements, is flexible. European private companies could comply with this requirement, for example by setting up a foreign subsidiary or by simply recording their intention to do cross-border business.
You have also suggested a flexible solution for the minimum capital requirement. As you know, the Commission's proposal required a minimum capital of just EUR 1, and beyond that left it to the shareholders to decide on how much capital their European private company needs. This provision has been questioned by those who consider that capital requirements have a role in protecting the creditors of small companies.
The European Parliament report has put forward alternative solutions to improve creditor protection. It means companies would be able to choose between a solvency-based or capital-maintenance-based creditor protection regime.
The Commission agrees with those elements of the report that aim to increase the uniformity of the statute and thus promote the legal certainty of its application. These include prescribing the registration of the company's business object, clarifying that the ban on offering shares to the public does not preclude offers to the employees of the company, or improving the rules on directors' duties and liabilities. All of these make a helpful contribution which will facilitate the application of this statute.
I also welcome your useful suggestion of an arbitration clause which encourages the shareholders to use alternative means of dispute resolution.
Finally, I should like to mention the subject that has been the most debated in Parliament and elsewhere, which is workers' participation on the board of European private companies. As I have already mentioned, the Commission designed a statute for smaller businesses. Employee participation in SMEs exists only in a few Member States, and this is why a solution based on national laws, which would allow for the coexistence of different models, seemed the most appropriate and reasonable approach.
Parliament's amendments introduce additional and complex provisions that are not applicable to SMEs formed under national law in most Member States. This is likely to make the European Private Company Statute unattractive in those Member States and a much less viable option for SMEs.
To conclude, there are a number of useful solutions in your report. Some of them could very well pave the way for a swifter compromise among the Member States. The Commission, therefore, welcomes the adoption of this report.
Finally, regarding the cross-border transfer of the seat of companies: the Commission has informed Parliament on previous occasions of its reasons for not proposing the 14th Company Law Directive. These reasons are still valid. We agree with the rapporteur that companies should enjoy freedom of establishment within the single market and be able to move their seats from one country to another. However, we are not convinced that proposing new legislation now is the best solution to achieve this objective. Court of Justice case-law clearly allows for company mobility. In addition, existing legislation - the Cross-Border Mergers Directive - provides a framework for the transfer, including the necessary safeguards for third parties. In particular, the Cross-Border Mergers Directive allows a company to set up a new subsidiary in another country and then merge its existing company with that subsidiary. The transfer procedure and safeguards suggested by the Committee on Legal Affairs are very similar to those put forward by the Directive.
Our economic analyses show that the level of complexity of the cross-border transfer procedure would be comparable to that of the cross-border merger procedure. The Cross-Border Mergers Directive was due to be transposed by Member States by December 2007. It is too early to assess its full application. Before embarking on any new legislation, the Commission should first evaluate how this new existing regulatory framework operates in practice. We are also not convinced that the Directive would improve the existing situation under national law and the jurisprudence of the European Court of Justice in this area.
Finally, in the light of the above and with the current legislature about to end, it would be more appropriate for the next Commission to decide on how to proceed on this issue of the transfer of a company's registered office. By then it will also become clearer how the issue of seat transfer was solved in the SPE Statute.
Gunnar Hökmark
draftsman of the opinion of the Committee on Economic and Monetary Affairs. - (SV) Mr President, the conditions for small businesses today are crucial for the growth of tomorrow's jobs. They are vital for our ability to emerge from this crisis into a better and more highly skilled and competitive economy. It is the small businesses that drive innovation forward, but it is also the small businesses that currently have the greatest credit problems in the various Member States and in the Union as such.
What we are intending to do here with the Statute for a European private company - and I would like to thank the Commission for the proposal and the rapporteur for her work - is to open up the internal market for small businesses to the same extent as for large companies. It is in this regard that new ground needs to be broken. As we discussed in the Committee on Economic and Monetary Affairs, it is a matter of carrying out a thorough simplification of the rules, which will open up doors for small businesses.
It is about ensuring that small businesses can be involved in public procurement to the same extent as large companies as a result of the way that public procurement is carried out. It is about making it easier for small businesses to operate across borders, including with regard to matters such as paying VAT, and about combating the bureaucracy that is currently proving prohibitive. It is also about providing European financial markets with better conditions for expansion and growth by providing a better credit market for small businesses through the efforts of the European Investment Bank and others. Finally, I would like to say that
Small is beautiful. Small will be bigger tomorrow and give new jobs and more prosperity.
Harald Ettl
draftsman of the opinion of the Committee on Economic and Monetary Affairs. - (DE) Many thanks, Mr President. Currently, the transfer of a company's seat involves administrative obstacles, costs and social consequences and fails to offer the necessary legal certainty to shareholders, creditors or workers. A public consultation back in 2004 made it clear how important it was to adopt a 14th Directive.
For this reason, I would call on the Commission to present a legislative proposal on this - as soon as possible - with the dual purpose of simplifying the mobility of companies and ensuring that the matter of participation in relation to the transfer of a company's seat is not left up to the European Court of Justice.
A future 14th Directive must not provide an escape route from strong participation systems. On no account must existing rights be curtailed. In order to guarantee the coherence and substantive nature of employee participation procedures, reference should be made to the European Directive on works councils, the 10th Directive and the Directive on worker consultation and information. It is absolutely vital that information be provided in good time and that a transfer plan be issued prior to any transfer of a company's seat.
Donata Gottardi
Mr President, Commissioner, ladies and gentlemen, the regulation on European private companies that we are about to adopt completes the framework of the types of companies that are to be regulated at European level. In certain parts, the final text bears the mark of the text passed by the Committee on Economic and Monetary Affairs.
I regret that we did not take the opportunity to ask the Commission to be more daring, to take further action to set out a specific system of taxation, a suitable accounting system and homogeneous rules for cases of settlement, insolvency, conversions, mergers, divisions, dissolutions and nullity.
There are still too many areas that remain under national company law, resulting in overlapping levels and multiplication of costs. If we agree on the importance of creating a common European system and if we want to avoid opportunistic relocating, then now that the framework is complete, following the European Company and the European Cooperative Society, it would be a good idea to plan to reopen the issue and take it to the next level.
Harald Ettl
draftsman of the opinion of the Committee on Employment and Social Affairs. - (DE) Mr President, the proposal presented by the Commission for the European private company within the framework of the Small Business Act had serious weaknesses. It paid scant regard to the interests of creditors, employees, consumers and small suppliers. To mention a few of its provisions, it envisaged minimum capital of EUR 1 and, in addition, inadequate registration procedures, no requirement for cross-border activity, and the separation of the articles of association, the seat and the actual place of business.
The latter would have led to the circumvention of employee participation. Every new European company law directive should help achieve the aim of harmonising employees' rights and the idea of the European standard of participation, based on the new EU Reform Treaty, including the Charter of Fundamental Rights. Employees' rights are core rights for a social Europe.
Anja Weisgerber
draftsman of the opinion of the Committee on Employment and Social Affairs. - (DE) Mr President, Commissioner, ladies and gentlemen, small and medium-sized enterprises are the backbone of our society and provide 67% of European private sector jobs.
Therefore, I very much welcome the 'Think Small First' initiative and am committed to ensuring that this principle is taken into account in policymaking at all political and administrative levels. Particularly at this time of financial crisis it is important to create a genuine, tangible added value for SMEs, in order to strengthen these enterprises as a stabilising factor in the crisis.
As draftsman of the opinion of the Committee on Employment and Social Affairs, I was involved in formulating the ideas that are now to be voted on. Numerous proposals of mine have been incorporated into the text, including the importance of the principle of flexicurity. This concept should create flexible labour markets that are also in line with a high level of employment security.
My call for labour law to provide a reliable basis for SMEs has also been incorporated. SMEs often cannot afford their own legal or human resources departments and are therefore dependent on simple, clear regulations.
One of my most important demands - the 'SME test' for legislative initiatives - also gained the support of the committee responsible. Bureaucracy must be nipped in the bud. Impact assessments are to be carried out systematically in the case of new laws. Before their adoption, all EU provisions must be examined in terms of their impact on SMEs. It is important to me that the results of this SME test be subject to an independent evaluation by an independent body, and this idea has been incorporated into the text.
SMEs face particular challenges in the context of the global financial crisis, and so I particularly welcome the report's call for the proposals of Mr Stoiber's High-Level Group of Independent Stakeholders on Administrative Burdens to be implemented as quickly as possible. We must act quickly to take advantage of this potential.
Othmar Karas
draftsman of the opinion of the Committee on Legal Affairs. - (DE) Mr President, we all know that our capacity to build on the growth and innovation potential of small and medium-sized enterprises is decisive for the prosperity of the European Union. SMEs also play a crucial role in overcoming the crisis. We must therefore relieve the burden on them and support them, based on the idea that fewer rules have the potential to mean much more to SMEs.
As Chairman of the SME intergroup I would make it quite clear, however, that the Small Business Act is just a declaration of intent by the Heads of State or Government. Declarations of intent alone are of no use to SMEs, and that is why we make a crystal clear call for national and European legislation to be led by the 'Think Small First' principle, and we have made four demands.
The first is that Member States must announce how and in what timeframe they will incorporate the core elements of the 'Think Small First' principle into national legislation. Secondly, Member States should, on a compulsory basis, present the progress made on the implementation of the 'Think Small First' principle in the annual reports on the Lisbon process national reform programmes. Thirdly, we need standard criteria for the measurement of progress in the implementation of the 'Think Small First' principle. Then, fourthly, we must establish the 'Think Small First' principle as an obligatory component of future legislation at European level, too. In addition, in response to current events, I would say that all existing regulations should be examined in terms of their pro-cyclical impact on SMEs. We need to act quickly on this.
President
Unfortunately we do not have the opportunity to hear the Committee on Women's Rights and Gender Equality because Ms Podimata is not available at this moment.
Nicole Fontaine
on behalf of the PPE-DE group. - (FR) Mr President, ladies and gentlemen, first I would like to emphasise the significance of this joint debate on SMEs and I sincerely hope that the SMEs will hear the strong signal that our Parliament wishes to send out to them.
Our group gave an enthusiastic welcome to the draft Small Business Act that the Commission presented to us last June. It is true that, since 2000, initiatives have been taken on SMEs. These initiatives were appreciated but inadequate. Why do I say inadequate? Because, according to the people they affected, all too often they remained just good intentions. Today, then, we must go further. The Small Business Act gives us this chance because it is part of a truly proactive global approach.
I wish to point out that the European Parliament has already scored a success, as it was following the oral question that we asked in December that the Competition Council unanimously adopted the action plan that Commissioner Figel' mentioned just now.
This obviously showed the governments' strong political will and, today, I would like to welcome the excellent report by Mrs Herczog which extends this impetus in such a timely way. I would like also to express my thanks for the quality of the cooperation that we have received and the excellent work that, I must say, we have achieved in the Committee on Industry, Research and Energy. Today we have only put forward two amendments in the plenary session. This shows how well we did our work.
As for our group, with the amendments that we have put forward and that our rapporteur has been happy to accept, we have set about looking for a way of getting the Member States and Community bodies more deeply involved to guarantee that the planned measures really deliver added value to the SMEs.
We have called for the principle of Think Small First to be a compulsory and integral part of all future legislation. We have insisted on the Community patent and also, of course, on the financial resources so that these resources can be accessed effectively and quickly.
Ieke van den Burg
on behalf of the PSE Group. - Mr President, perhaps you will allow me, firstly, to say something in reaction to the Commission's statement.
Firstly, I regret that the Commissioner's colleague, Mr McCreevy, is not here - I think the horse racing season may have started again! I really regret it because the subject of company law is really important for us and is at the heart of his portfolio. Secondly, Commissioner, I really regret your arguments against Parliament's proposals on the co-determination of employees. We clearly stated that this is not meant for small companies, but that the SPE Statute is available for all companies. It is not restricted to size. We do not want this SPE Statute to be a way of abusing and circumventing existing legislation - particularly in national traditions - something which is a very important aspect of co-determination. We do not want 'shopping around' to exist and a new Delaware to be created in the European Union, where companies can circumvent this type of legislation.
Thirdly, regarding the fourteenth directive - which we know Mr McCreevy is not very much in favour of - you repeated the same arguments he put forward. He should take seriously the fact that Parliament really wants him to present this proposal.
Fourthly, we tabled a resolution together to ask the Commission to consult the social partners on the basis of Article 138. This would have been proper before we decided on a regulation concerning the SPE, because co-determination is an issue which is dealt with under Article 138 of the EC Treaty and which first requires a consultation of social partners. This has not been done. We now ask for it to be done immediately afterwards. However, if I hear this type of reaction from the Commission, I will seriously reconsider and suggest to my group that we reconsider whether we can support the SPE product. Perhaps you should make some phone calls tonight to Mr McCreevy and Mr Špidla and see whether tomorrow you can present a better proposal on this before the vote.
Briefly - because I am now using up my speaking time - the PSE's position is not against the chance for small and medium-sized enterprises to get this new statute - we are in favour of that - but it is against this form of abuse. We found a very good compromise with the rapporteur. It is also very up-to-date and is not at all obsolete, but very topical at this time, considering the disastrous workings of shareholders and financial markets, to consider a better way of governance for companies, in which employees have a part. Commissioner, you really have to consider with your College and with the Commissioners in charge whether you can make a more positive statement to the Parliament.
Jean Marie Beaupuy
on behalf of the ALDE Group. - (FR) Mr President, Commissioner, I would like of course to add my compliments to Mrs Herczog for the excellent 90-point report on the Small Business Act.
However, Commissioner, the work of the European Parliament will only be truly effective with quick and effective implementation in each of our States.
You said in your opening remarks, Commissioner, that on the basis of this report, you were going to create a global strategy, but you will not be unaware that there is currently a financial crisis, an economic crisis and a climate crisis which require fast answers from us.
I will take two examples. First example: I call for companies to be paid within 30 days. That is included in Point 87 regarding the Cohesion Fund. I call on the Commission and the Member States to take measures so that all public contracts are settled with the companies at 30 days.
When it is known, moreover, that 20% of petitions for bankruptcy are due to delays in payment by public authorities, we can see how far this action by governments and the Commission would reduce the level of unemployment, which is growing daily.
Second example: red tape. In Point 72, we call for red tape to be cut by at least 25%. I can tell you that I, as a company director, have been waiting for such a concrete measure for years. Company directors are not there to fill in forms the whole day long. They are there to provide products and services to our fellow citizens.
If you heed this call, Commissioner, not only over and above the global strategy that you wish to create, but also in terms of the practical response of the governments and the Commission, then, within the framework of the current recovery plans, there will be provisions that deliver solutions to our fellow citizens straight away.
Zbigniew Krzysztof Kuźmiuk
Mr President, when speaking in this debate I want to draw attention to four issues. Firstly, I would like to express the hope that Mr Lehne's report will provide a strong stimulus for the European Commission to prepare suitable legal measures, which, in accordance with the freedom of establishment guaranteed in the Treaty, will allow companies to move their registered offices within the European Union, without being burdened with excessive red tape.
Secondly, these kinds of transfers should, conversely, contribute to protecting the existing rights of shareholders, creditors, and especially the rights of employees. I would also like to express the hope that the solutions proposed by the rapporteur, involving the drawing up a transfer proposal, and especially a report explaining and justifying the legal and, above all, the economic aspects of the proposed move of the company's seat, and its implications for shareholders and employees, will not prove to be an additional obstacle to the transfer of companies.
Fourthly, and finally, it would appear that competition, in terms of taxation and salaries, was the particular motivating force behind the proposed solutions, as it was seen to have a positive effect on the speed of economic growth in individual Member States and, therefore, also throughout the European Union.
Francis Wurtz
on behalf of the GUE/NGL Group. - (FR) Mr President, Commissioner, the draft European Private Company statute is presented by the Commission as a component of the European Small Business Act.
In this framework, and taking the United States' model, it was a question at the start of setting aside a defined share of public contracts for small companies. Such noble intentions are only to be applauded.
Unfortunately, it is totally different now that it has arrived, accompanied by the European private company. First, take the size of the target enterprises. In place of small enterprise, the already vaguer concept of small and medium-sized enterprises has slipped in. This has led finally, and I am reading from the explanatory statement of the draft regulation adopted by the Commission, to a 'statute that can also benefit larger companies and groups'. This totally changes the philosophy of the policy, and now what will happen to these pseudo-SMEs? In truth, they will be subsidiaries of multinationals who, as we know, have long been demanding a single, less binding statute than what currently applies to the companies they control in the various European countries.
Let us look now at the nature of the benefits offered to companies by the EPC statute. It is no longer a question of giving easier access to public contracts. Rather, and again I am reading from the explanatory statement of the Commission's text, its aim is now 'to improve the framework conditions for businesses in the Single Market'. To this end, all European Private Companies could have their registered office in one country and their real activities in another. They could also transfer their registered office to any Member State they choose.
How can we not see in these provisions a way of allowing the companies in question to create constraint-free letter-box companies under the most indulgent conditions for the business world? Does not the Commission even specify that 'the relevant applicable law is the law of the Member State where the EPC has its registered office, which applies to private limited-liability companies'?
As the European Trade Union Confederation accurately notes: 'there is a great threat that companies will use the EPC statute to elude the most protective legislation' for workers.
We now understand why the Commission did not consult the trade union organisations before adopting its proposal, contenting itself with the pure formality of an online consultation.
To sum up, when reading this draft regulation it appears that the emphasis placed on 'small enterprises' is above all political window-dressing aimed at making acceptable a rehash of the sadly famous 'country of origin' principle. It amounts to a revamped Bolkestein.
This is why my group proposes that Parliament send a clear signal to the Commission and the Council by rejecting this proposal for a European private company statute.
Roberto Fiore
(IT) Mr President, ladies and gentlemen, I believe that we must resolve this crisis of small and medium-sized enterprises in an authentically European way. We are witnessing a plague striking small and medium-sized enterprises across the whole continent, caused by a lack of access to credit. The problem is that the banks are not lending to businesses, and it is also true that the attempts of some governments to finance the banks so that they, in turn, will finance small businesses, are failing because no one knows what debts the banks are in fact suffering at this time.
I therefore propose that the national states, by nationalising their national banks, advocate printing money, or vouchers corresponding to money, to finance small businesses. An attempt of this kind was recently made in the Republic of Taiwan, which issued vouchers that for all intents and purposes correspond to money, and gave them, in the form of personal vouchers, to Taiwanese citizens. This meant that, for all intents and purposes, USD or EUR 3 billion was issued in the Republic of Taiwan.
We must do the same; we must give credit to small businesses by issuing money practically as states no longer in debt but in credit.
Georgios Papastamkos
(EL) Mr President, I shall focus my speech on the first of the issues at debate, the statute for a European private company. As you know, just 8% of European small and medium-sized enterprises engage in cross-border transactions at a time when small and medium-sized enterprises represent approximately 99% of the companies in the European Union.
This fact proves the shortcomings in the policy to encourage intra-Community business applied to date. It also proves the need for targeted measures to be adopted to create a single and more favourable regulatory framework at European level.
The global economic crisis has now hit the real economy, the millions of small and medium-sized enterprises throughout Europe. Under the present circumstances, our prime target must be small, efficient enterprises.
The Commission proposal for a regulation to the Council goes in the right direction which, in my opinion, is to reduce to a minimum the administrative burden faced by European small and medium-sized enterprises, which are required to meet different local administrative requirements in order to set up a company.
The flexibility and uniformity of European private companies, the minimal cross-border component required, the simplification of checks on the legality of the memorandum and articles of association and the principle of starting capital of EUR 1 are the main tenets of a strategy which may well give new momentum to the development of intra-Community entrepreneurship.
To close, I should like to congratulate the rapporteur, Mr Lehne, on the effort which he made in successfully achieving a compromise between the divergent opinions formulated by his colleagues in the Committee on Legal Affairs and in the various political groups.
Manuel Medina Ortega
(ES) Mr President, I believe the debate we are having this evening is useful in clarifying certain points: firstly, the fact that the debate on European private companies is being held at the same time as the debate on small European businesses does not mean that a European private company is necessarily a small European business.
As Mrs van den Burg said, and I believe that Mr Wurtz also highlighted the point in his criticism of the proposal, the European private company statute, as conceived in the Commission proposal and as approved within the Committee on Legal Affairs, is an instrument for the creation of undertakings which may be large and which have certain characteristics, such as limitation of the liability of the partners and the prohibition on trading in these undertakings on public markets. Both European private company status and national private company status, however, may apply to small businesses or to large ones.
As Mrs van den Burg said, it is precisely the flexibility or malleability of the European private company that means we must be extremely cautious. This has been the task of the Committee on Legal Affairs. The amendments adopted by the Committee on Legal Affairs, which are quite numerous, are designed precisely to prevent the European private company formula from forming a basis for, as Mrs van den Burg was saying, the emergence of a European Delaware. This is particularly relevant to one of the subjects of concern to Mr Wurtz: workers' participation in companies.
I think that the wordings adopted within the Committee on Legal Affairs point out these restrictions clearly. It is not a question, as Mr Wurtz was saying, of applying the country of origin rule, but rather, in accordance with the rules that we adopted in the Committee on Legal Affairs - and I would recommend that Mr Wurtz read the amendments we adopted - there is a set of restrictions preventing the country of origin rules from applying to those companies in which there is a higher level of workers' participation than normal. They are included in full in the amendments that we have adopted and I believe that, with these amendments, it is wholly admissible to adopt the text, even from Mr Wurtz's viewpoint.
In other words, we are dealing with a form of European company that exists in all our countries, which ought to be harmonised in the context of the European Union. We must not, however, in doing so, allow these companies to become virtual entities, but they must exist within the context of national situations and comply with national legislation, particularly within such a delicate sphere as workers' co-determination.
I believe that the text adopted by the Committee on Legal Affairs makes some crucial contributions and, therefore, the Commission would be mistaken not to take these amendments into account.
I believe that the amendments by the Committee on Legal Affairs are directed, precisely, at limiting the shortcomings in the Commission's text, and I believe that Parliament can adopt it in good conscience, not only because of the progress it makes in the context of small companies, but also in view of the management of this type of company, which exists under law and which would be subject to rigorous scrutiny by workers in a system of co-determination.
Jorgo Chatzimarkakis
(DE) Madam President, Commissioner, small and medium-sized enterprises have never been as important as they are today. SMEs are particularly important against the background of the economic and financial crisis, which was caused by the large rather than the small enterprises. SMEs are important because they too will soon be suffering, yet they are responsible for much of our economic performance.
In the country I know best, SMEs account for 20% of all patents, 40% of all gross investment, 49% of total turnover, 70% of all workers and 80% of all trainees. What is needed now is a rethink. We must press the large reset button, as it were. We must promote entrepreneurial mindsets - this is what the Small Business Act stands for.
I should like to congratulate Mrs Herczog on this report. It is indeed important that we now describe and regard SMEs as a cross-section, that we rethink support measures, that we give precedence to small enterprises in public tenders ('Think Small First') and that we prevent public authorities from intervening in competition. I congratulate you, therefore; what are needed now are tax cuts for labour-intensive sectors.
Eoin Ryan
Madam President, I too would like to welcome this report. About 80% of all new jobs in the European Union have been created by SMEs, and in my own constituency of Dublin about 400 000 people are employed by about 100 000 companies in the SME sector.
We must do all we possibly can at the moment to support these companies in difficult times. I welcome the fact that the EIB has a fund of EUR 31 billion for small and medium-sized industries, and I think that more should be done in this area.
Also, the cutting of red tape and bureaucracy by the Commission has to be welcomed. That amounts to savings for the European Union of about EUR 2.3 million. I had a meeting recently with Commissioner Verheugen where we discussed with Irish business people the problems that they faced. One idea that should be looked at is that of maybe having a moratorium on new red tape coming from Europe, because that is stifling business. During these difficult times, we have to do everything we possibly can to make sure that businesses survive until the hoped-for upturn.
However, that cannot be done by Europe alone. It must also be done by national governments and by local governments, which have a huge role to play. If we want to get our small businesses and employment to stabilise in the European Union and in each individual Member State, we must do everything we possibly can to try and save them.
The challenge that we have at the moment is about jobs, jobs, jobs, and we must bend over backwards to try and protect existing employment and, hopefully, in the years ahead try and create new jobs. That is absolutely essential for all of us.
Georgios Toussas
(EL) Madam President, the European private company is an effort to inflict even greater damage on workers' social and labour rights, along the lines of the Bolkestein directive. While the pretext is being put forward that this company will benefit small and medium-sized enterprises, in fact it strengthens the monopoly business groups.
A form of company is being created with no capital (just EUR 1 suffices), which will be able to establish a fictitious registered office and relocate it anywhere. The Member States with the lowest level of protection for wage and social rights will be used in order to circumvent and reduce the workers' rights to the lowest possible level.
The regulation, which is directly applicable in the Member States, is the natural complement to the Bolkestein directive and the anti-labour judgments handed down by the European Court of Justice in the Viking, Laval and Ruffert cases. It is a consequence and the result of the Maastricht Treaty and of the application of the four freedoms. The European private company exposes the political powers that voted for Maastricht, which tried to deceive the workers when they voted for the Bolkestein directive by lying and saying that it allegedly did not affect workers' rights.
That is why we shall vote against this regulation. All those who support this anti-grassroots policy are sowing winds and are certain to reap hurricanes.
Jim Allister
Madam President, the fact that 70% of private employment in Europe is provided by SMEs is a tremendous tribute to their entrepreneurial tenacity, because oppressive EU regulation makes their lives unnecessarily and extremely difficult.
Hence, I would repeat a call I have made before that during the currency of this economic downturn, there should be a regulation holiday for SMEs. The cost of EU regulation in the United Kingdom has been reckoned to be GBP 107 billion over the last ten years. That is GBP 107 billion that should have been going into innovation, into intensified export efforts and into growth. Yet much of that has had to be spent on mere compliance with regulation. The simplification of procurement procedures, reducing patent costs, relaxation on state aid rules and real action against unfair competition from the Far East are all essential if SMEs are to flourish.
Today we need family SMEs - small businesses - more than ever because they have the type of commitment and sticking power to get us through this crisis. However, they need our help and they need it by lifting the dead hand of EU regulation from them.
Kurt Lechner
(DE) Madam President, ladies and gentlemen, many Members have raised the subject of participation. I do not wish to go more deeply into this now, but I do want to point out in this connection that our Member States' company law also has the function of defending the interests of public policy, such as creditor protection, security of the legal system and consumer protection, a function that is safeguarded in the Member States by administration of preventive justice, for example by means of form and register provisions. There are major differences between Member States in this regard.
The decisions of the Committee on Legal Affairs take account of this in many places - which is to be warmly welcomed - by leaving Member States' options open. Ultimately, however, these things are counteracted, or at least can be counteracted, unless we do something about the fact that the registered office and the actual seat - that is, the actual place of business of the company - are allowed to differ, as this ultimately renders these safeguards meaningless. The company can locate its registered office practically at will, and thus evade the requirements of the country where it really does business. In my opinion, Member States thereby de facto - although not de jure - lose a great deal of sovereignty over their company law and its regulatory function, as these can be invalidated.
I wish to add that this will - or rather could - also jeopardise the reputation of the European private company, at least in the Member States with stricter requirements of their own. One could suggest that we wait and see what happens and then make the necessary adjustments, and I would agree with them if this development were not reinforced by the procedures and the unanimity. That is my greatest concern. There is no reason for this course of action. The case-law of the European Court of Justice is only a stopgap measure because we do not have a directive on the transfer of company seats; but, in the form currently envisaged, this European private company would basically reinforce this disintegration - enshrining it in Community law once and for all. For this reason, I would ask the Council to reconsider this issue very carefully.
Juan Fraile Cantón
(ES) Madam President, small and medium-sized enterprises are the backbone of the European Union's economy. Their great dynamism and capacity to grow and innovate have earned them a notable position in the EU's policies.
We congratulate Mrs Herczog, because her report encourages the growth of SMEs on the basis of a principle which is by no means trivial: in the political and economic actions of the EU and its Member States, we should think small first.
The Small Business Act contains legislative proposals and political agreements that will give rise to administrative, regulatory and financial conditions with the potential to develop these units within the European economy. The current crisis and the instability of the financial system are restricting SMEs' access to credit, and this is slowing down their usual economic activity. Now, more than ever, we need a coordinated response at European level and the initiatives of the Member States ought to be structured in terms of and aligned with the provisions of the document we are discussing today.
In conclusion, I would like to say that it is particularly important to allocate EUR 30 000 million in the 2009-2011 period to encourage lending to SMEs. This initiative is in addition to the Competitiveness and Innovation Framework Programme and the JEREMIE initiative, and will have a multiplying effect on the funds that SMEs will be able to obtain.
We are fully convinced that European coordination and the European scope of the response are vital in starting out on the road to economic recovery as soon as possible.
Patrizia Toia
(IT) Madam President, ladies and gentlemen, the Small Business Act was conceived and was born in a different climate to the current one, at a time when there was growth and development. We come to adopt it today in Parliament in a totally different situation, while SMEs are suffering severe hardship and great difficulty as they are hit by the storm of the manufacturing crisis and the financial crisis.
As we adopt the Act in Parliament, I believe the primary message should be to say to SMEs that Parliament and the European institutions are standing by them and want to strengthen the will and capacity for resistance that small and medium-sized enterprises in Europe are now demonstrating in the face of this storm. We want to reinforce this by indicating the priorities of this support and by saying practical things: calling for more flexibility in the law, and for tools to be made available that will create an environment less hostile to these companies.
The second thing that I believe we must demonstrate is that we are helping SMEs in what is currently the most critical factor, namely access to and availability of credit. The funds made available by the EIB are not enough: it is absolutely crucial that we say - and we will say it tomorrow - that we want to do more to give credit to small and medium-sized enterprises.
Ewa Tomaszewska
(PL) Madam President, the financial crisis, and the resulting economic crisis, are inducing employers to attempt to alter the legal status of their firms to reduce costs, including costs connected with employees' rights and social obligations. That is why they are looking to register their companies' offices in countries where regulations and economic conditions create cost-cutting opportunities, because the legal requirements, such as the minimum wage or pension contributions, are lower. Information contained in the report draws attention to the fact that the cross-border transfer of companies' registered offices should not lead to companies avoiding legal, social or tax regulations. Labour rights must not be violated. We cannot allow social standards to slip. A different means of supporting small and medium-sized enterprises should be be found, such as the provision of loans.
Vladimír Remek
- (CS) Ladies and gentlemen, in Mrs Herczog's report on SMEs we are talking about 70% of jobs and 70% of VAT receipts in the EU. I would therefore like to express not only my enormous appreciation for the initiative of the rapporteur but also my support. In the current crisis SMEs are clearly in the high risk category. We must therefore promote better social awareness of SMEs. They constantly encounter a range of obstacles. It is much harder for them to obtain loans than it is for large corporations. The administrative and bureaucratic burden is also heavier for SMEs. It is always much harder for SMEs to win public contracts in Europe than it is in the US and many Asian countries. We assert that they are essential to the health of the European economy. Let us therefore give them what they need to confirm this, opportunities in the current period when the crisis is spreading as a result of the domino effect set off by the financial giants and multinational companies.
Tadeusz Zwiefka
(PL) Madam President, the adoption of a statute for a European private company will enable the creation of these companies, which will operate in all Member States on an equal basis. The aim, above all, is to remove the current burdensome regulations for small and medium-sized enterprises operating internationally. To run such an operation, SMEs are de facto forced to found a company in the target country. This process, in view of the fact that there are 27 different legal systems in the EU, clearly generates huge costs. In the case of a European private company, the owners will be able to register their business in the same form, irrespective of whether they are operating in their own home country, or in any other Member State. The time and money saved on legal advice, management and administrative procedures will undoubtedly make the process simpler and more convenient for entrepreneurs looking to invest.
One of the main fears that sceptics have concerns the lack of a requirement for the company to own a sufficient amount of share capital to protect creditors. Nothing could be further from the truth. Limited companies provide proof of the fact that a company can be successful without the need for share capital - they are the most popular kind of company in the world. In today's world, share capital has lost its most important function, namely that of protecting creditors. In the case of a European private company, that protection is provided by other mechanisms, based mainly on the increased transparency of its operations and closer cooperation with creditors. Today, commercial partners themselves do not pay as much attention to share capital as to the flow of capital, known as cashflows, which reveal much more about the solvency of a company than capital alone.
There is still the question of employees' rights - it is especially in this context that trade unions are concerned about abandoning previously achieved standards. However, I consider this to be a false alarm. The proposed statute contains an unambiguous provision, according to which employee participation takes place in accordance with national legal regulations. The attractiveness of the European private company could be threatened by the threshold for employee participation being set too low. I think the minimum level of 500 employees should be maintained, so as not to burden smaller enterprises with additional costs.
Antolín Sánchez Presedo
(ES) Madam President, more attention should be paid to SMEs within the European Union, since they represent 99% of undertakings, 70% of the labour force and nearly 60% of European added business value, and play a fundamental role in European diversity, innovation and cohesion.
It is vital that we provide them with an integrated framework that boosts entrepreneurship, accepts the principle of thinking small first when formulating policies and stimulates their enormous potential. Administrative bodies should adjust to their needs and family orientation in order to facilitate their existence, their transfer, particularly in cases of illness, retirement or bankruptcy, and their winding-up.
The 23 million European SMEs cannot be subject to the same requirements as the 41 000 large undertakings. A simpler legislative environment, without disproportionate bureaucratic burdens, is vital. Moves in this direction include the European private company statute, the initiatives to create companies in 48 hours, to reduce administrative costs by 25% by 2012, the creation of a one-stop scheme for VAT and reduced VAT rates for labour-intensive and locally supplied services, and a common consolidated corporate tax base.
SMEs should increase their participation in the internal market and in public procurement. Currently, only 8% have cross-border activities, and their share of public tender participation is 42%. Ways to promote more balanced competition conditions would be to facilitate the exemption from new State aid categories, to promote cooperation, to amend the directive on late payment in order to ensure payment within 30 days, and to remove obstacles to public procurement.
At this time of crisis, European action to safeguard access by SMEs to finance at a reasonable price is key. Also crucial are measures to constantly increase knowledge transfer and the effectiveness of support services.
Olle Schmidt
(SV) Madam President, we know that small businesses form the backbone of our economy. At this time in particular, the EU and the Member States need to make things simpler for small businesses, both those already in existence and future businesses, by reducing the number of rules, reducing bureaucracy and lowering costs. Small and medium-sized enterprises have a totally different capacity from traditional large enterprises when it comes to adapting to new circumstances and adopting new discoveries and technology.
In addition to making it easier for small businesses to participate in public procurement by providing better access to the internal market, making it easier to obtain capital and making the rules on state aid non-discriminatory, there must also be a change in attitude permeating all decision-making, in schools, universities and the workplace. Research shows that there is a strong correlation between entrepreneurship and growth. The forthcoming Swedish Presidency will, in particular, be making targeted efforts to facilitate enterprise by women, an important European strategy for the future.
Pilar del Castillo Vera
(ES) Madam President, with regard to this debate we need to be aware, at the end of the day, that this is not a legislative standard - and, therefore, a Community rule applicable to the various Member States - but rather a set of benchmarks which attempts to ensure that, henceforward, all European Union Member States adopt a common approach with respect to small and medium-sized enterprises.
There are many aspects to this subject, but I am going to mention three that I certainly believe are important.
Firstly, there is a need to remove many of the legal barriers, many of the obstacles and much of the excessive red tape hindering - to an extraordinary extent in certain countries - the creation of small businesses, and also the development of these businesses once they have been created. All this requires financial and human resources to tackle this extraordinary amount of excessive regulation, and these resources can thus not be used for other purposes.
Secondly, there are the issues relating to technological innovation and applied research. To this end, we must also redouble our efforts to ensure that SMEs have access to Community programmes, which also, in many cases, suffer from too much red tape.
Finally, I believe the relationship between SMEs and the training and educational spheres is vital: if the SMEs, the small businesses, do not become the natural arena for additional skills training at the various training levels, then in fact we, or rather the SMEs, will cease to have certain extraordinary resources, and by that I mean persons being trained.
Lidia Joanna Geringer de Oedenberg
(PL) Madam President, this legislative proposal corresponds in great measure to the European Parliament resolution, with recommendations to the Commission on the European private company statute, which was adopted two years ago. The purpose of the proposal is to create a standardised form of enterprise under Community law, which will be attractive to small and medium-sized businesses and will be based on simplified conditions and keeping the bureaucratic burden to a minimum.
The minimum capital stock of EUR 10 000, proposed by the Commission, may benefit the company's image by providing a certain level of credibility. On the other hand, this amount is more difficult to raise in some Member States than in others. Share capital should not be a serious barrier to starting a business and therefore I endorse the compromise amendment adopted by the Committee on Legal Affairs, which sets the minimum capital stock of a European private company at EUR 1, but is accompanied by a requirement stipulating that the company's managing body must sign a statement of solvency.
Regarding the question of employee participation in the enterprise, this should be decided by the law of the country where the company has its registered office. However, an exception should be made to this rule if the right of participation of a certain number of employees of the company, which would apply in the Member State where they actually work, would be restricted by the law in force in the country where the European company is registered. In this case, the management of the enterprise would be obliged to create a uniform system of participation, as part of an agreement negotiated with employee representatives.
Finally I would like to add that this new form of company does not replace other forms of enterprise which already exist in different countries, but offers an alternative to them, and that only when specific conditions concerning the establishment of such a company are met.
Giles Chichester
Madam President, as a small businessman with some 25 years' experience in the 'real world', I support the broad thrust of the Small Business Act and the report by Mrs Herczog from my committee.
In particular, I would like to welcome the proposal for a directive on reduced VAT rates for labour-intensive and locally supplied services, particularly at this point in time.
I also welcome the amendments calling for implementation of the results of the high-level expert group on the reduction of administrative burdens. If ever small businesses needed something, it is the reduction of administrative burdens.
I welcome, too, the amendment calling for a swift agreement on the Community patent, adapted to the needs of SMEs. Mind you, 'swift' and 'Community patent' are not words and concepts that go comfortably together.
I also welcome the call for improving access to finance because, in the current economic climate, access to finance is crucial for the survival, let alone the prospering, of small businesses.
However, I have two reservations. The first concerns the proposal for a common consolidated tax base, because I fear that this would remove flexibility from SMEs and also from Member States. Secondly, I have personal doubts about the merits and benefits of changing the Late Payment Directive. I personally have always had doubts about the worth of this measure to small businesses, because I feel that they are better off managing their own credit than leaving this to legislation.
Joel Hasse Ferreira
(PT) Madam President, Commissioner, ladies and gentlemen, in this report we try to underline the importance of SMEs, including family businesses and those integrated in the social economy. I want to congratulate my colleague, Edit Herczog, as her report is vital in this respect. Other documents and texts have been produced in this area and it is important that they agree. For example, I would mention the European Eurostars Programme and the report on pre-commercial procurement.
Madam President, this report also underlines the many ways of cutting red tape to make it easier to set up this type of enterprise, in order to take advantage of their capacity for initiative, start up new businesses, manufacture new products, provide new services suited to the needs of consumers and other businesses, and thus boost the development of the European economy. I also want to mention something that is very important in my opinion: this is the issue referred to in paragraph 47 of the Herczog report. It is advisable for certain aspects of the legal and fiscal system of the Member States to be improved in this respect, as the current model in most Member States can discourage the transfer of businesses, particularly family businesses, thus increasing the risk of liquidation or closure of the company. Member States must therefore carefully review their legal and fiscal framework to improve the conditions for the transfer of businesses and to promote and apply effective models for the transfer of businesses to employees as an alternative to their closure. This approach would allow jobs to be protected and profits to be reinvested in order to better develop these businesses.
To end, I would point out that support for innovative projects of small and medium-sized enterprises, easier access to European funds and improved access to credit, particularly, but not only, in the current context, are vital factors for supporting SMEs.
Dragoş Florin David
(RO) First of all, I wish to thank the rapporteur and those who have worked on perhaps the most important piece of legislation from this last parliamentary term.
It must be highlighted that we attach, first and foremost, special importance to SMEs and entrepreneurship among women, and because we have just celebrated International Women's Day on 8 March, I would like to take this opportunity to convey my best wishes to them. However, we must emphasise that this is a fairly complex act in which we have included everything we could include relating to SMEs: cutting red tape and attaching particular importance to research and development activities within SMEs and to the finances relating to these activities.
I think that this piece of legislation will bode well during the current economic crisis because the European economy needs cohesion and its biggest driving force, SMEs. For this reason, I believe that we need to give the Commission and Council our maximum possible support, speed up the approval of this act and be able to highlight the European economy's strength and dynamic activity in this area so as to hold onto, here in Europe, everything that the European economy and production stand for.
Lastly, we must ask the Commission to find as many sources of funding as possible and provide SMEs with as many credit mechanisms as possible.
Zsolt László Becsey
(HU) With regard to the report on small and medium-sized enterprises, I would like first of all to congratulate the Commission and in particular the rapporteur, Mrs Herczog, for the excellent work. At the same time, I regret that this report was not prepared in accordance with Rule 39 of the Rules of Procedure, requesting that the Commission submit concrete legislative proposals.
Specifically, I consider it important for the sake of the Member States that we require them to report on progress in their annual Lisbon reports. Otherwise, the majority of the good recommendations made herein will remain a dead letter. I also agree with Edit Herczog that preferential treatment of the new Member States, and especially of those outside the euro zone, is an important political consequence of this whole exercise. They are in a particularly difficult situation beyond even the generally disadvantageous status of small and medium-sized enterprises, and yet they could play an extremely important role in overcoming the crisis.
To cite only a few elements of the internal market: it is indeed of concern that only 8% of SMEs engage in cross-border activities; this percentage must be increased. Mentorship is particularly important in encouraging such activities. This could be accomplished, on the one hand, by reducing administrative burdens, and on the other hand, through activities involving VAT, such as a one-stop shop system or a reduced VAT rate. Furthermore, we need to promote a stronger SME orientation in public procurement at the Community level as well, for instance by selecting SMEs more often as lead contractors, or by issuing calls for tender intended specifically for them.
The SME Circle, of which I am President, would emphatically like to see results in the establishment of a thorough guarantee and credit system at EU level. I hope that the new European Investment Bank (EIB) opportunity will fulfil the hopes placed in it. As for the rapid implementation of the payment directives and in order to resolve the debt situation, coordinated steps must be taken at Member State level. All in all, both in order to find new markets and to deal with administrative challenges, Member States' efforts to strengthen a mentor system and EU support for such a venture must come quickly.
Jacques Toubon
(FR) Madam President, I would like to welcome the discussion and the adoption of this European private company statute and I would like in particular to praise our rapporteur, Mr Lehne. I think that the text that will be adopted by this House will, in a way, carry his name and the European private company will be known to posterity as the Klaus-Heiner Lehne company.
I would just like to comment on one point. I share the view that Mr Becsey has just expressed. I believe that the provisions for worker participation proposed in the compromise run counter to the agreed objective, in other words run counter to the ease and effectiveness of this statute for small and medium-sized enterprises.
I think it is a mistake to introduce worker participation at such a level, in other words in such small companies. I understand perfectly well the attachment to a system of social and economic management which has proven its worth. I think that, in this case, we are losing some of the effectiveness of the statute we are proposing and that is going to be adopted, by imposing worker participation systems on small companies when such systems, I feel, are only suitable for large companies. However, aside from this reservation, I think that this text is excellent.
President
The debate is closed.
The vote will take place tomorrow, Tuesday, at 12 noon.
Martí Grau i Segú
draftsman of the opinion of the Committee on the Internal Market and Consumer Protection. - (ES) Madam President, firstly I would like to thank the rapporteur, Mrs Herczog, for her report and her cooperation with the draftsmen of the opinions of the other committees.
As draftsman of the opinion of the Committee on the Internal Market and Consumer Protection, I would like to point briefly to the three elements that we believe are essential - although we also have a very broad consensus regarding other elements - and which we wished to highlight when drawing up our opinion.
Firstly, I want to point to the need to take action to tackle the situation that often arises when the owner of a small or medium-sized enterprise retires. In too many cases, this retirement entails the cessation of operations for these enterprises or, in other cases, their absorption by larger undertakings, with the result that they cease to be small or medium-sized enterprises.
Secondly, I would like to stress the value of training as a key element, both in improving the capacities of the enterprises and their staff, and in highlighting the social value of enterprises within the wider context of society.
Lastly, I want to refer in particular to women, who continue to experience the greatest difficulties in running this type of enterprise.
Richard Corbett
Madam President, I rise to challenge Mr Allister on what he said earlier in his ludicrous comments about the supposed costs of EU regulation to businesses, and in particular British businesses.
These are based on some so-called studies which are being hawked around the British Euro-sceptic press at the moment with ever more lurid calculations about these costs.
However, those studies are wrong on three counts. First, they exaggerate the amount of legislation that is adopted at EU level instead of national level, quoting 50% or more whereas most national studies show it to be between 6 and 15%. Secondly, they take no account of the fact that EU legislation, when we get it right, cuts costs to businesses and cuts red tape by having a single set of standards - common rules for the common market - instead of 27 divergent and separate ones. Thirdly, they take no account of the fact that when we do impose costs, it is often deliberate in order to save money downstream. When we require cigarettes to have a health warning system, or when we require asbestos to be phased out of our products and our workplaces, it is in order to cut health costs and save lives for people downstream.
These studies cynically make no attempt to balance up the whole picture, and it is a scandal that somebody who claims to represent all of his voters only looks at one side of the argument.
Ieke van den Burg
Madam President, it is a pity that Mr Toubon is leaving the room, because I wanted to respond to an accusation he made concerning our compromise: namely that it requires new heavy burdens on SMEs. In fact, in the compromise, the status quo is being resettled for mergers, divisions of companies and transfers of seats. Regarding new companies starting from scratch, there is a fairly high threshold for companies with fewer than 500 employees. Those with between 500 and 1 000 employees have exactly what is in the other directives. One cannot say that this is making the status quo even heavier; it is making it lighter. In this consultation with the social partners, we want to look at simplification and a better system which is harmonised all over the EU.
Ján Figeľ
Member of the Commission. - Madam President, I would like to thank everyone for a very interesting debate. First of all, I apologise on behalf of my colleague, Charlie McCreevy, who has an Ecofin commitment early tomorrow. His absence is due to preparations for that.
I wish to respond to some of the points raised. Part of the response lies in the overall process which we are driving together including, for example, the great political signals Parliament has sent to SMEs in 2009. These provide good encouragement, especially in a time of crisis, especially as we believe that SMEs have very high potential and that they deserve specific attention - mainstreaming, for example, the connection between education, training and SMEs.
I am pleased that, since 2007, we have been working together with DG Enterprise and Commissioner Verheugen on entrepreneurial education, which is very much needed in Europe and lags behind many other areas. I could quote many examples of good instruments - such as Erasmus for Young Entrepreneurs - but do not want to speak on these just now. It is a process of many issues around access to finance. The EIB is now freeing up space and volume for credits: EUR 30 billion for SMEs, EUR 1 billion a year more for medium-sized corporations, and an additional EUR 1 billion for mezzanine financing.
We recently decided, as you know, to relax the rules on state aid, levering the de minimis threshold to EUR 500 000, which means better conditions in general for more intensified state aid. This will also help facilitate subsidies for the production of green products.
Mr Karas spoke on the Small Business Act (SBA). Some Member States are already monitoring and reporting on SBA implementation. This was the case in 2008 and, starting in 2009, there will be annual assessment by Member States as part of all national reform programmes. We will therefore know more, and this culture of mainstreaming and support will grow.
On public procurement and SMEs, the Commission held vast consultations with stakeholders, including business organisations. One real problem lies with application of the rules by public buyers. We need more competition, more transparency and no discrimination, but the good news is that 42% of volume, above EU thresholds, is already going to SMEs in the European Union, which is really significant support.
Mr Wurtz spoke on the separation of registered offices and headquarters, and the problem of a potential erosion of employee participation. The separation of SMEs' registered offices and headquarters is already general practice in half of the Member States, including those with very high standards of social policy safeguards. It ensures the flexibility companies need when doing business in more than one country.
Regarding the 30-day request by Mr Beaupuy, this should be dealt with in the proposal already in the pipeline on late payments, which should be adopted in the Commission before the end of the month.
The issue of consultations and worker participation has been much discussed here - and not only today. As part of its preparations, the Commission conducted, between July and October 2007, a public consultation on the potential SPE. Representatives of trade unions, including European trade unions, presented their views at conferences, especially during 2008. A major conference was held in March 2008, and we discussed these questions with experts from European trade unions several times that year. I want to underline one important thing, which is the legal basis. This is not Article 138, because we are not in the field of social policy, but Article 308, making it a different initiative based on unanimity of the Member States. There was no reason to launch a specific consultation under the former article.
I want to remind you that we already targeted large public companies when we launched the proposal on the European company, and that SPE proposal was designed for SMEs. Employees' information and consultation rights were dealt with in 2001, in the first directive on the European company.
Since 2002, we have had a general framework for informing and consulting employees in the European Union. There is no reason to disregard these rules and come up with a different solution in this current proposal on the SPE.
If workers' collective rights are to be improved, which is our intent, this should not be done only in respect of one type of company, but through a more general initiative that also takes into account the different traditions in the Member States.
We have already made important progress in the evaluation of employees' rights in the European company statute. Follow-up measures will be considered when the full assessment is completed in 2010.
Some points were made on why there was not more input into taxation and accounting. I would remind you that we do not have general legislative power on every issue. Legislative initiatives on company law, insolvency law, accounting and tax law are attached to very specific, and often restrictive, legal bases in our Treaties, and the existing Treaty hardly serves as a basis for a complete body of European business law.
Last but not least, I want thank you for a very open and constructive debate, and also for real cooperation on SME policy issues. I see many friends of SMEs here. The recommendations in the first report will be taken into account in the implementation of the action plan, and especially in all relevant issues connected to small businesses.
Concerning Mr Lehne's report, a lot of work still needs to be done because we need to achieve agreement in the Council. We will need some time, especially in the light of unanimity, but your input can really soften the atmosphere and help to find real consensus and approval. We want to facilitate this progress and to put in place a statute which really helps European businesses.
On the cross-border transfer of registered offices, the Commission agrees that companies should be free to move their seat within the European Union, provided that the rights of shareholders, creditors and employees are guaranteed. We therefore need to strike the right balance between freedom of establishment and the interests of third parties.
I would conclude by saying that this is the European Year of Creativity and Innovation, and that it is very important to have an approach which brings forward the creative potential of our businesses. People are very important, not only because there is a crisis, but because there is no greater potential than that of human beings. Issues such as IPRs or the Community patent could in the near future be addressed through a more open-minded and open-hearted political approach. Europe could be more innovative and creative in supporting SMEs.
Klaus-Heiner Lehne
Madam President, Commissioner, I should like to make four comments. Firstly, with regard to the directive on the transfer of registered offices, I think that the Commission should abandon its argument, as it runs the risk of making itself a laughing stock among experts. The theory that transfers of company seats can be arranged such that a company is started up in a neighbouring country and then one's own company merged with it under the Directive on mergers could scarcely be more bureaucratic. We are talking here about reducing bureaucracy and trying to make things easier for SMEs. This proposal just goes to prove how little sense it makes for the Commission to persist in refusing to present a proposal on the 14th Directive. This benefits no one but lawyers.
My second point concerns participation. Mrs van den Burg is right: real SMEs are not affected in the slightest by the compromise we have presented. We are aiming only to avoid abuses and to record companies that are actually large companies and are more suited to the European company than to the European private company in terms of the number of employees. It is practically only abuses that are being recorded.
My third point concerns the real-seat theory, to which only seven Member States remain committed - only seven! Last year, the largest Member State, Germany, abandoned this theory. The European Court of Justice does not advocate it, but allows it in exceptional cases, as proved by the Cartesio ruling. That ship has sailed; there is no point in continuing to argue about it.
The fourth thing I want to say is that the argument on the part of left-wing Members - none of whom stayed for the debate earlier on - that the proposal should be rejected does not take account of the substance of the report - Mr Medina Ortega is absolutely right about this. The substance of the report actually takes care of all the criticism that has been presented. Therefore, I would suggest that the left-wing Members, too, consider rereading the report and the amendments and then discussing them once again with their group.
Edit Herczog
rapporteur. - Madam President, it is a great pity that all of my voters are not here in the room, because it was wonderful to listen to so many Members from so many countries and so many parties welcoming my report on the Small Business Act. However, I have to say that my report would not have been possible without the Commission, namely Mr Verheugen and his small business team, Mrs Le Bail and others. I would also not have been able to do it without the Small Business Intergroup.
Most of my colleagues agreed with everything in the report, as can be seen from the fact that not too many amendments were introduced. Some colleagues asked why it is not legally binding. It is not legally binding by nature for many reasons. However, tomorrow we will ask for a roll-call vote on many paragraphs in order to prove the Parliament's common action and the Council's common requirement to do this.
Finally, I would like to say that exactly 200 years ago Darwin published his book on the origin of species. He said that the survivor is not the strongest, but the one most able to adapt. I think what we have done with the Small Business Act is to create a place for Member States to adapt and manoeuvre, and for small businesses within the Member States to adapt faster, survive this crisis and face the next challenges. Thank you very much for your support.
President
I have received four motions for a resolution from four political groups on the participation of workers in the European private company.
The vote will take place on Thursday.
Written Statements (Rule 142)
Gabriela Creţu  
I would just like to highlight two absolutely essential aspects.
Access to funding is vital, along with the legal and administrative facilities. Creating a special fund for SMEs and developing microcredits are conditions without which SMEs cannot withstand the difficult market conditions and the opportunity to create new SMEs would be very limited.
The second aspect is linked to the status of women running small businesses. In many respects, they do not differ significantly from employees. Reasons for this can be the lack of development of services facilitating the balance between private life and work activities, as well as the tough competitive environment in which networks matter very much. Such networks, which facilitate the flow of information and can provide support, if needed, are a feature of businesses run by men, whereas women are more vulnerable from this point of view. For this reason, links must be encouraged between businesses run by women and those run by men.
We also call for recognition in all Member States of the status of co-ownership for women working in small family businesses. In most cases, the owner is a man, while any women are regarded as unpaid family workers. They do not even benefit from the social insurance which employees enjoy. In fact, when they are old and if they have separated from their partners, the adverse consequences are obvious and disastrous...
Adrian Manole  
The competitiveness of SMEs is frequently reduced as a result of the barriers blocking cross-border trade. Lifting these barriers would bring about greater legal stability and would make it possible to calculate more efficiently the liability risks facing enterprises and entrepreneurs. Through this report the European Parliament has indicated that it has fully understood the vital role which small and medium-sized businesses play in terms of the European economy's competitiveness.
A well-conceived European Public Company Statute, intended to supplement the legal forms which already exist, would benefit the competitiveness of European SMEs in many respects: it would consolidate the European internal market, simplify the legal framework for enterprises, thereby reducing consultancy costs and facilitating access to cross-border markets, and it would improve economic integration and growth.
This statute would also offer SMEs greater flexibility.
SMEs account for more than 90% of the EU economy and two-thirds of its jobs. They should therefore be given the best possible conditions in order to contribute to economic growth in an integrated internal market, capitalise on the opportunities available and face up to the challenges of globalisation.
Søren Bo Søndergaard  
in writing. - (DA) The aim of this proposal, according to the Commission, is to improve the framework conditions for business in the EU's internal market.
The proposal will achieve this by giving enterprises the ability to freely choose the EU Member State in which to have their registered address, regardless of where their actual operations take place, and for them only to be obliged to comply with the laws of the country in which they have their registered address.
This will open the way for the circumvention of hard-won workers' rights in the EU Member States.
The truth is specific. Allow me to be specific.
A Danish company with a registered address in Copenhagen and 35 employees is, under Danish law, obliged to accept the workers appointing representatives to the management of the enterprise. This ensures that the workers get some insight into the position and future of the enterprise.
If the proposal that has been submitted is adopted unchanged, the company in question could simply register itself as a European company based in Finland. Suddenly, 150 employees are required in order to obtain employee representation. In most other EU Member States, the situation is even worse.
Perhaps the Commission's proposal will be improved slightly in the forthcoming negotiations. Perhaps the text that is finally adopted will not be so bad.
In any case, we should ask ourselves the question 'why'? Why does the Commission time and again submit proposals, the only objective of which is to reduce the rights of workers? Could it perhaps be that there is something fundamentally wrong with the EU?
