8.7.2009 EN Official Journal of the European Union C 155/1 RECOMMENDATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 18 June 2009 on the establishment of a European Quality Assurance Reference Framework for Vocational Education and Training (Text with EEA relevance) 2009/C 155/01 THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Treaty establishing the European Community, and in particular Article 149(4) and Article 150(4) thereof, Having regard to the proposal from the Commission, Having regard to the opinion of the European Economic and Social Committee (1), Having regard to the opinion of the Committee of the Regions (2), Acting in accordance with the procedure laid down in Article 251 of the Treaty (3), Whereas: (1) The transition to a knowledge-based economy (Lisbon European Council 2000) requires modernisation and continuous improvement of vocational education and training (VET) systems in response to rapid change in the economy and society, so that they can help increase employability and social inclusion and improve access to lifelong learning for all, including disadvantaged people. (2) The Barcelona European Council in 2002 set the target of making Europe's education and training systems a world quality reference by 2010. (3) The Lisbon Integrated Guidelines for Growth and Jobs 2005-2008 call upon Member States to develop affordable, accessible lifelong learning systems responsive to the changing needs of the knowledge-based economy and society. Adaptation and capacity-building of education and training systems is necessary to improve their labour market relevance. The objectives set in education and training policy should therefore increasingly complement those of economic and labour market policy in order to combine social cohesion and competitiveness. (4) Following the Council Resolution of 19 December 2002 on the promotion of enhanced European cooperation in vocational education and training (4) (the Copenhagen process), and as an outcome of subsequent cooperative work between the Commission, the Member States, social partners, the EEA-EFTA and the candidate countries on the Quality Assurance priority, a Common Quality Assurance Framework (CQAF) has been developed, taking account of existing experience and ‘good practice’ in the different participating countries. (5) According to the 2004 joint interim report of the Council and the Commission to the European Council on the Education and Training 2010 Work Programme (5), the CQAF for the VET (as part of the follow-up to the Copenhagen Declaration) and the development of ‘an agreed set of standards, procedures and guidelines on quality assurance’ (6) (in conjunction with the Bologna process and as part of the work programme on the objectives of education and training systems) should be top priorities for Europe. (6) The Education Council in May 2004 (7) endorsed the CQAF approach and invited Member States and the Commission, within their respective competencies, to promote it on a voluntary basis, together with relevant stakeholders. (7) The European Network for Quality Assurance in Vocational Education and Training (8) provided a European platform that made possible appropriate follow-up to the Council Conclusions of 2004 and the Helsinki Communiqué, and facilitated sustainable cooperation between countries. (8) In 2006, the Helsinki Communiqué underlined the need to further develop and implement common European tools specifically aimed at VET, by drawing on the principles underlying a CQAF, as referred to in the May 2004 Council Conclusions on quality assurance in VET, in order to promote a culture of quality improvement and wider participation in the European Network for Quality Assurance in Vocational Education and Training. (9) This recommendation establishes a European Quality Assurance Reference Framework (the Framework) as a reference instrument to help Member States to promote and monitor continuous improvement of their VET systems based on common European references, which builds on and further develops the CQAF. The framework should contribute to quality improvement in VET and to increased transparency of, and consistency in, VET policy developments between Member States, thereby promoting mutual trust, mobility of workers and learners, and lifelong learning. (10) The framework should comprise a quality assurance and improvement cycle of planning, implementation, evaluation/assessment and review/revision of VET, supported by common quality criteria, indicative descriptors and indicators. The monitoring processes, including a combination of internal and external evaluation mechanisms, have to be defined by Member States as appropriate in order to identify the strength of systems, processes and procedures and areas for improvement. The framework should include the use of measuring tools to provide evidence of effectiveness. (11) The framework should be applied at the VET-system, VET-provider and qualification-awarding levels. It provides a systemic approach to quality, covering and interrelating the relevant levels and actors. The framework should give strong emphasis to monitoring and improving quality by combining internal and external evaluation, review and processes for improvement, supported by measurement and qualitative analysis. The framework should be a basis for further development through cooperation at European, national, regional and local levels. (12) In providing for concrete means to support an evaluation and quality-improvement culture at all levels, this recommendation contributes to the use of evidence-based policy and practice, as a basis for more efficient and equitable policies, in accordance with the 2006 Conclusions of the Council and the representatives of the governments of the Member States on efficiency and equity in European education and training systems (9). (13) This recommendation provides for a framework for the identification, support and exchange of best practices not only at national but also at local and regional levels in all relevant networks, including the European Quality Assurance Reference Framework network. (14) This recommendation takes into account the ‘Common Principles for Quality Assurance in Education and Training’ that are included in Annex III to the recommendation of the European Parliament and of the Council of 23 April 2008 on the establishment of the European Qualifications Framework for lifelong learning (10) (EQF). The Framework should therefore support the implementation of the EQF, in particular the quality of the certification of learning outcomes. It should also support the implementation of other European instruments, such as the European Credit System for VET, and the Common European Principles for the identification and validation of non-formal and informal learning. (15) Given its non-binding nature, this recommendation conforms to the principle of subsidiarity referred to in Article 5 of the Treaty insofar as its objective is to support and supplement Member States′ action by facilitating further cooperation between them to increase transparency of VET and to promote mobility and lifelong learning. It should be implemented in accordance with national legislation and practice. This recommendation conforms to the principle of proportionality referred to in that article because it does not replace or define national quality assurance systems. The Framework does not prescribe a particular quality assurance system or approach, but provides common principles, quality criteria, indicative descriptors and indicators that may help in assessing and improving existing systems and provision of VET. (16) The reference indicators proposed in Annex II are intended to support the evaluation and quality improvement of VET systems and/or providers in accordance with national legislation and practice, and to serve as a ‘toolbox’ from which the various users may choose the indicators they consider most relevant to the requirements of their particular quality assurance system. In terms of their nature and purpose, they should be distinguished from the indicators and benchmarks referred to in the Council conclusions of 25 May 2007 on a coherent framework of indicators and benchmarks for monitoring progress towards the Lisbon objectives in education and training (11). (17) The framework, if used and further developed by the Member States, could help them to further improve and develop their VET systems, support lifelong learning strategies, further European labour market integration and the implementation of the EQF and promote a culture of quality improvement at all levels, while respecting the rich diversity of national education systems. (18) This recommendation should contribute to modernising education and training systems, improving the effectiveness of training by seeking to ensure that people do not leave without qualifications, improving the interrelationship of education, training and employment, building bridges between formal, non-formal and informal learning and expanding the awarding of qualifications on the basis of experience acquired, HEREBY RECOMMEND THAT MEMBER STATES: 1. use and further develop the European Quality Assurance Reference Framework (the Framework), quality criteria, indicative descriptors and reference indicators as set out and further described in Annexes I and II, to further improve and develop their VET systems, support lifelong learning strategies and the implementation of the EQF and of the European Quality Charter for Mobility, and promote a culture of quality improvement and innovation at all levels. Extra emphasis should be placed on the transition from VET to higher education; 2. each devise, not later than 18 June 2011, an approach aimed at improving quality assurance systems at national level, where appropriate, and making best use of the framework, involving the social partners, regional and local authorities, and all other relevant stakeholders in accordance with national legislation and practice; 3. participate actively in the European Quality Assurance Reference Framework network (the framework network) as a basis for further development of common principles, reference criteria and indicators, guidelines and tools for quality improvement in VET at national, regional and local levels, as appropriate; 4. establish, where this does not already exist, a Quality Assurance National Reference Point for VET that is linked to the particular structures and requirements of each Member State and that, in accordance with national practice, brings together existing relevant bodies and involves the social partners and all stakeholders concerned at national and regional levels, in order to ensure the follow-up of initiatives. The reference points should: — keep a wide range of stakeholders informed about the activities of the framework network, — provide active support for the implementation of the work programme of the framework network, — take concrete initiatives to promote further development of the framework in the national context, — support self-evaluation as a complementary and effective means of quality assurance which allows the measurement of success and the identification of areas for improvement in respect of the implementation of the work programme of the framework network, — ensure that information is disseminated to stakeholders effectively; 5. undertake a review of the implementation process every four years — such review to be incorporated into every second national progress report drawn up within the context of the future strategic framework for European cooperation in education and training — on the basis of reference criteria to be defined under the framework network in cooperation with the Commission and the Member States. ENDORSE THE COMMISSION'S INTENTION TO: 1. support Member States in carrying out the above tasks, in particular by facilitating cooperation and mutual learning, testing and developing guidance material, and providing information on quality developments in VET across Member States; 2. promote and participate together with the Member States in the framework network, contributing to policy development in this area through concrete proposals and initiatives, as appropriate; 3. ensure follow-up to the implementation of this recommendation by presenting a report every four years to the European Parliament and the Council on the experience gained and implications for the future, including, if necessary, a review of this recommendation conducted in cooperation with the Member States and involving the various stakeholders; 4. undertake, on the basis of that report and in cooperation with the Member States, an evaluation of the implementation of this recommendation and, if necessary, its revision. Done at Brussels, 18 June 2009. For the European Parliament The President H.-G. PÖTTERING For the Council The President Štefan FÜLE (1) OJ C 100, 30.4.2009, p. 136. (2) OJ C 325, 19.12.2008, p. 48. (3) Opinion of the European Parliament of 18 December 2008 (not yet published in the Official Journal) and Council Decision of 11 May 2009. (4) OJ C 13, 18.1.2003, p. 2. (5) OJ C 104, 30.4.2004, p. 1. (6) ‘Realising the European Higher Education Area’: Communiqué from the Conference of Ministers responsible for higher education, Berlin, 19 September 2003. (7) Council Conclusions on Quality Assurance in Vocational Education and Training, 28 May 2004. (8) The European Network for Quality Assurance in VET was established in October 2005 by the Commission following the favourable opinion of the Advisory Committee for Vocational Training. Its members have been designated by Member States, candidate countries, EFTA-EEA countries and the European Social Partners′ organisations, in accordance with an explicit procedure. (9) OJ C 298, 8.12.2006, p. 3. (10) OJ C 111, 6.5.2008, p. 1. (11) OJ C 311, 21.12.2007, p. 13. INTRODUCTION TO THE ANNEXES This recommendation establishes a European quality assurance reference framework (‘the framework’) which comprises a quality assurance and improvement cycle (planning, implementation, evaluation/assessment and review/revision) based on a selection of quality criteria, descriptors and indicators applicable to quality management at both VET-system and VET-provider levels. The aim is not to introduce new standards, but to support Member States’ efforts, whilst preserving the diversity of their approaches. The Framework should be regarded rather as a ‘toolbox’, from which the various users may choose those descriptors and indicators that they consider most relevant to the requirements of their particular quality assurance system. The proposed descriptors (Annex I) and indicators (Annex II) are provided as guidance only and may be selected and applied by users of the Framework in accordance with all or part of their requirements and existing settings. They may be applied to initial vocational training (IVT) and/or continuous vocational training (CVT), depending on the relevant individual characteristics of each Member State's VET system and the type of VET providers. They are to be used on a purely voluntary basis, taking account of their potential added value and in accordance with national legislation and practice. They should be considered neither as benchmarks, nor as a means of reporting on, or drawing comparisons between, the quality and efficiency of different national systems. The responsibility for monitoring the quality of these systems remains entirely with the Member States. ANNEX I THE EUROPEAN QUALITY ASSURANCE REFERENCE FRAMEWORK: QUALITY CRITERIA AND INDICATIVE DESCRIPTORS (1) This annex proposes common quality criteria and indicative descriptors to support Member States, as they deem appropriate, when implementing the Framework (2). Quality Criteria Indicative descriptors at VET-system level Indicative descriptors at VET-provider level Planning reflects a strategic vision shared by the relevant stakeholders and includes explicit goals/objectives, actions and indicators Goals/objectives of VET are described for the medium and long terms, and linked to European goals The relevant stakeholders participate in setting VET goals and objectives at the different levels Targets are established and monitored through specific indicators (success criteria) Mechanisms and procedures have been established to identify training needs An information policy has been devised to ensure optimum disclosure of quality results/outcomes subject to national/regional data protection requirements Standards and guidelines for recognition, validation and certification of competences of individuals have been defined European, national and regional VET policy goals/objectives are reflected in the local targets set by the VET providers Explicit goals/objectives and targets are set and monitored Ongoing consultation with relevant stakeholders takes place to identify specific local/individual needs Responsibilities in quality management and development have been explicitly allocated There is an early involvement of staff in planning, including with regard to quality development Providers plan cooperative initiatives with other VET providers The relevant stakeholders participate in the process of analysing local needs VET providers have an explicit and transparent quality assurance system in place Implementation plans are devised in consultation with stakeholders and include explicit principles Implementation plans are established in cooperation with social partners, VET providers and other relevant stakeholders at the different levels Implementation plans include consideration of the resources required, the capacity of the users and the tools and guidelines needed for support Guidelines and standards have been devised for implementation at different levels Implementation plans include specific support towards the training of teachers and trainers VET providers’ responsibilities in the implementation process are explicitly described and made transparent A national and/or regional quality assurance framework has been devised and includes guidelines and quality standards at VET-provider level to promote continuous improvement and self-regulation Resources are appropriately internally aligned/assigned with a view to achieving the targets set in the implementation plans Relevant and inclusive partnerships are explicitly supported to implement the actions planned The strategic plan for staff competence development specifies the need for training for teachers and trainers Staff undertake regular training and develop cooperation with relevant external stakeholders to support capacity building and quality improvement, and to enhance performance Evaluation of outcomes and processes is regularly carried out and supported by measurement A methodology for evaluation has been devised, covering internal and external evaluation Stakeholder involvement in the monitoring and evaluation process is agreed and clearly described The national/regional standards and processes for improving and assuring quality are relevant and proportionate to the needs of the sector Systems are subject to self-evaluation, internal and external review, as appropriate Early warning systems are implemented Performance indicators are applied Relevant, regular and coherent data collection takes place, in order to measure success and identify areas for improvement. Appropriate data collection methodologies have been devised, e.g. questionnaires and indicators/metrics Self-assessment/self-evaluation is periodically carried out under national and regional regulations/frameworks or at the initiative of VET providers Evaluation and review covers processes and results/outcomes of education including the assessment of learner satisfaction as well as staff performance and satisfaction Evaluation and review includes adequate and effective mechanisms to involve internal and external stakeholders Early warning systems are implemented Review Procedures, mechanisms and instruments for undertaking reviews are defined at all levels Processes are regularly reviewed and action plans for change devised. Systems are adjusted accordingly Information on the outcomes of evaluation is made publicly available Learners’ feedback is gathered on their individual learning experience and on the learning and teaching environment. Together with teachers’ feedback this is used to inform further actions Information on the outcomes of the review is widely and publicly available Procedures on feedback and review are part of a strategic learning process in the organisation Results/outcomes of the evaluation process are discussed with relevant stakeholders and appropriate action plans are put in place (1) For the purposes of this recommendation, definitions which apply are based on Cedefop's Glossary on Quality in Training (working paper, November 2003). (2) A further set of selected quality indicators is detailed in Annex II. ANNEX II A REFERENCE SET OF SELECTED QUALITY INDICATORS FOR ASSESSING QUALITY IN VET This Annex proposes a comprehensive set of selected quality indicators which can be used to support the evaluation and quality improvement of VET systems and/or VET providers. The set of indicators will be further developed through European cooperation on a bilateral and/or multilateral basis, building on European data and national registers. In terms of their nature and purpose, they should be distinguished from the indicators and benchmarks referred to in the Council conclusions of 25 May 2007 on a coherent framework of indicators and benchmarks for monitoring progress towards the Lisbon objectives in education and training. Furthermore, the table of indicators does not include aggregated indicators at national level in cases where these do not exist or are difficult to obtain. The aggregation of such indicators at national level can be carried out at a later stage on the basis of a joint agreement between the Member States, the Commission and the European Quality Assurance Reference Framework network. Indicator Type of Indicator Purpose of the Policy Overarching Indicators for Quality Assurance No 1 Relevance of quality assurance systems for VET providers: (a) share of VET providers applying internal quality assurance systems defined by law/at own initiative (b) share of accredited VET providers Context/Input indicator Promote a quality improvement culture at VET-provider level Increase the transparency of quality of training Improve mutual trust on training provision No 2 Investment in training of teachers and trainers: (a) share of teachers and trainers participating in further training (b) amount of funds invested Input/Process indicator Promote ownership of teachers and trainers in the process of quality development in VET Improve the responsiveness of VET to changing demands of labour market Increase individual learning capacity building Improve learners’ achievement Indicators supporting quality objectives for VET policies No 3 Participation rate in VET programmes: Number of participants in VET programmes (1), according to the type of programme and the individual criteria (2) Input/Process/Output indicator Obtain basic information at VET-system and VET-provider levels on the attractiveness of VET Target support to increase access to VET, including for disadvantaged groups No 4 Completion rate in VET programmes: Number of persons having successfully completed/abandoned VET programmes, according to the type of programme and the individual criteria Process/Output/Outcome indicator Obtain basic information on educational achievements and the quality of training processes Calculate drop-out rates compared to participation rate Support successful completion as one of the main objectives for quality in VET Support adapted training provision, including for disadvantaged groups No 5 Placement rate in VET programmes: (a) destination of VET learners at a designated point in time after completion of training, according to the type of programme and the individual criteria (3) (b) share of employed learners at a designated point in time after completion of training, according to the type of programme and the individual criteria Outcome indicator Support employability Improve responsiveness of VET to the changing demands in the labour market Support adapted training provision, including for disadvantaged groups No 6 Utilisation of acquired skills at the workplace: (a) information on occupation obtained by individuals after completion of training, according to type of training and individual criteria (b) satisfaction rate of individuals and employers with acquired skills/competences Outcome indicator (mix of qualitative and quantitative data) Increase employability Improve responsiveness of VET to changing demands in the labour market Support adapted training provision, including for disadvantaged groups Context information No 7 Unemployment rate (4) according to individual criteria Context indicator Background information for policy decision-making at VET-system level No 8 Prevalence of vulnerable groups: (a) percentage of participants in VET classified as disadvantaged groups (in a defined region or catchment area) according to age and gender (b) success rate of disadvantaged groups according to age and gender Context indicator Background information for policy decision-making at VET-system level Support access to VET for disadvantaged groups Support adapted training provision for disadvantaged groups No 9 Mechanisms to identify training needs in the labour market: (a) information on mechanisms set up to identify changing demands at different levels (b) evidence of their effectiveness Context/Input indicator (qualitative information) Improve responsiveness of VET to changing demands in the labour market Support employability No 10 Schemes used to promote better access to VET: (a) information on existing schemes at different levels (b) evidence of their effectiveness Process indicator (qualitative information) Promote access to VET, including for disadvantaged groups Support adapted training provision (1) For IVT: a period of 6 weeks of training is needed before a learner is counted as a participant. For lifelong learning: percentage of population admitted to formal VET programmes. (2) Besides basic information on gender and age, other social criteria might be applied, e.g. early school leavers, highest educational achievement, migrants, persons with disabilities, length of unemployment. (3) For IVT: including information on the destination of learners who have dropped out. (4) Definition according to ILO and OECD: individuals aged 15-74 without work, actively seeking employment and ready to start work.

Summary: Ensuring quality in vocational education and training (VET) Ensuring quality in vocational education and training (VET) The European quality reference framework is one of a series of European initiatives designed to encourage labour mobility. It helps countries to promote and monitor improvements in their vocational education and training (VET) systems. ACT Recommendation of the European Parliament and of the Council of 18 June 2009 on the establishment of a European quality assurance reference framework for vocational education and training (Official Journal C 155 of 8.7.2009, pp. 1-10). SUMMARY The European quality reference framework is one of a series of European initiatives designed to encourage labour mobility. It helps countries to promote and monitor improvements in their vocational education and training (VET) systems. WHAT DOES THE RECOMMENDATION DO? It establishes a European quality assurance reference framework. This is a toolbox with common European references. On a voluntary basis, national authorities can use the aspects they deem most useful to develop, improve, guide and assess the quality of their own VET systems. KEY POINTS The framework contains a four-phase cycle of planning, implementation, evaluation/assessment and review/revision of the VET systems. Each phase includes quality criteria and indicative descriptors to help national authorities set goals, devise standards and undertake reviews. Reference indicators, such as investment in training teachers, are designed to help evaluate and improve the quality of VET systems. National authorities are encouraged to play an active role in the framework and to further develop common principles, reference criteria, indicators and guidelines. Quality assurance national reference points keep stakeholders informed about the framework’s activities, support and develop its work and help to evaluate its achievements. National authorities should review the process every 4 years. In May 2014, EU governments noted the advances that had been made in quality assurance in education and training and agreed on the need to make further progress. BACKGROUND The recommendation should help to modernise education and training systems and ensure people do not leave without qualifications. It also aims to improve the interrelationship between education, training and employment. For more information, see: quality assurance in VET on the European Commission’s website; policy context - European quality assurance reference framework. RELATED ACTS Report from the Commission to the European Parliament and the Council on the implementation of the recommendation of the European Parliament and of the Council of 18 June 2009 on the establishment of a European quality assurance reference framework for vocational education and training (COM(2014) 30 final of 28.1.2014). Council conclusions of 20 May 2014 on quality assurance supporting education and training (OJ C 183 of 14.6.2014, pp. 30-35). last update 30.07.2015


1.10.2009 EN Official Journal of the European Union L 258/20 DIRECTIVE 2009/102/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 16 September 2009 in the area of company law on single-member private limited liability companies (codified version) (Text with EEA relevance) THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Treaty establishing the European Community, and in particular Article 44 thereof, Having regard to the proposal from the Commission, Having regard to the opinion of the European Economic and Social Committee (1), Acting in accordance with the procedure laid down in Article 251 of the Treaty (2), Whereas: (1) Twelfth Council Company Law Directive 89/667/EEC of 21 December 1989 on single-member private limited-liability companies (3) has been substantially amended several times (4). In the interests of clarity and rationality the said Directive should be codified. (2) Certain safeguards which, for the protection of the interests of members and others, are required by Member States of companies and firms within the meaning of the second paragraph of Article 48 of the Treaty should be coordinated with a view to making such safeguards equivalent throughout the Community. (3) In this field, First Council Directive 68/151/EEC of 9 March 1968 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Community (5), Fourth Council Directive 78/660/EEC of 25 July 1978 based on Article 54(3)(g) of the Treaty on the annual accounts of certain types of companies (6) and Seventh Council Directive 83/349/EEC of 13 June 1983 based on Article 54(3)(g) of the Treaty on consolidated accounts (7), respectively concerning disclosure, the validity of commitments, nullity, annual accounts and consolidated accounts, apply to all share-capital companies. However, Second Council Directive 77/91/EEC of 13 December 1976 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent (8), Third Council Directive 78/855/EEC of 9 October 1978 based on Article 54(3)(g) of the Treaty concerning mergers of public limited liability companies (9), and Sixth Council Directive 82/891/EEC of 17 December 1982 based on Article 54(3)(g) of the Treaty, concerning the division of public limited liability companies (10), relating respectively to formation and capital, mergers and divisions, apply only to public limited liability companies. (4) A legal instrument is required allowing the limitation of liability of the individual entrepreneur throughout the Community, without prejudice to the laws of the Member States, which, in exceptional circumstances, require that entrepreneur to be liable for the obligations of his undertaking. (5) A private limited liability company may be a single-member company from the time of its formation, or may become one because its shares have come to be held by a single shareholder. Pending the coordination of national provisions on the laws relating to groups, Member States may lay down certain special provisions and penalties for cases where a natural person is the sole member of several companies or where a single-member company or any other legal person is the sole member of a company. The sole aim of this power is to take account of the differences which exist in certain national laws. For that purpose, Member States may in specific cases lay down restrictions on the use of single-member companies or remove the limits on the liabilities of sole members. Member States are free to lay down rules to cover the risks that single-member companies may present as a consequence of having single members, particularly in order to ensure that the subscribed capital is paid. (6) The fact that all the shares have come to be held by a single shareholder and the identity of the sole member should be disclosed by an entry in a register accessible to the public. (7) Decisions taken by the sole member exercising the powers of the general meeting should be recorded in writing. (8) Contracts between a sole member and his company as represented by him should likewise be recorded in writing, in so far as such contracts do not relate to current operations concluded under normal conditions. (9) This Directive should be without prejudice to the obligations of the Member States relating to the time limits for transposition into national law and application of the Directives set out in Annex II, Part B, HAVE ADOPTED THIS DIRECTIVE: Article 1 The coordination measures prescribed by this Directive shall apply to the laws, regulations and administrative provisions of the Member States relating to the types of company listed in Annex I. Article 2 1. A company may have a sole member when it is formed and also when all its shares come to be held by a single person (single-member company). 2. Member States may, pending coordination of national laws relating to groups, lay down special provisions or penalties for cases where: (a) a natural person is the sole member of several companies; or (b) a single-member company or any other legal person is the sole member of a company. Article 3 Where a company becomes a single-member company because all its shares come to be held by a single person, that fact, together with the identity of the sole member, must either be recorded in the file or entered in the register as referred to in Article 3(1) and (2) of Directive 68/151/EEC or be entered in a register kept by the company and accessible to the public. Article 4 1. The sole member shall exercise the powers of the general meeting of the company. 2. Decisions taken by the sole member in the field referred to in paragraph 1 shall be recorded in minutes or drawn up in writing. Article 5 1. Contracts between the sole member and his company as represented by him shall be recorded in minutes or drawn up in writing. 2. Member States need not apply paragraph 1 to current operations concluded under normal conditions. Article 6 Where a Member State allows single-member companies as defined by Article 2(1) in the case of public limited companies as well, this Directive shall apply. Article 7 A Member State need not allow the formation of single-member companies where its legislation provides that an individual entrepreneur may set up an undertaking the liability of which is limited to a sum dedicated to a stated activity, on condition that safeguards are laid down for such undertakings which are equivalent to those imposed by this Directive or by any other Community provisions applicable to the companies referred to in Article 1. Article 8 Member States shall communicate to the Commission the texts of the main provisions of national law which they adopt in the field covered by this Directive. Article 9 Directive 89/667/EEC, as amended by the acts listed in Annex II, Part A, is repealed, without prejudice to the obligations of the Member States relating to the time limits for transposition into national law and application of the Directives set out in Annex II, Part B. References to the repealed Directive shall be construed as references to this Directive and shall be read in accordance with the correlation table in Annex III. Article 10 This Directive shall enter into force on the 20th day following its publication in the Official Journal of the European Union. Article 11 This Directive is addressed to the Member States. Done at Strasbourg, 16 September 2009. For the European Parliament The President J. BUZEK For the Council The President C. MALMSTRÖM (1) OJ C 77, 31.3.2009, p. 42. (2) Opinion of the European Parliament of 18 November 2008 (not yet published in the Official Journal) and Council Decision of 13 July 2009. (3) OJ L 395, 30.12.1989, p. 40. (4) See Annex II, Part A. (5) OJ L 65, 14.3.1968, p. 8. (6) OJ L 222, 14.8.1978, p. 11. (7) OJ L 193, 18.7.1983, p. 1. (8) OJ L 26, 31.1.1977, p. 1. (9) OJ L 295, 20.10.1978, p. 36. (10) OJ L 378, 31.12.1982, p. 47. ANNEX I Types of companies referred to in Article 1 — Belgium: ‘société privée à responsabilité limitée/besloten vennootschap met beperkte aansprakelijkheid’, — Bulgaria: ‘дружество с ограничена отговорност, акционерно дружество’, — Czech Republic: ‘společnost s ručením omezeným’, — Denmark: ‘anpartsselskaber’, — Germany: ‘Gesellschaft mit beschränkter Haftung’, — Estonia: ‘aktsiaselts, osaühing’, — Ireland: ‘private company limited by shares or by guarantee’, — Greece: ‘εταιρεία περιορισμένης ευθύνης’, — Spain: ‘sociedad de responsabilidad limitada’, — France: ‘société à responsabilité limitée’, — Italy: ‘società a responsabilità limitata’, — Cyprus: ‘ιδιωτική εταιρεία περιορισμένης ευθύνης με μετοχές ή με εγγύηση’, — Latvia: ‘sabiedrība ar ierobežotu atbildību’, — Lithuania: ‘uždaroji akcinė bendrovė’, — Luxembourg: ‘société à responsabilité limitée’, — Hungary: ‘korlátolt felelősségű társaság, részvénytársaság’, — Malta: ‘kumpannija privata/Private limited liability company’, — The Netherlands: ‘besloten vennootschap met beperkte aansprakelijkheid’, — Austria: ‘Aktiengesellschaft, Gesellschaft mit beschränkter Haftung’, — Poland: ‘spółka z ograniczoną odpowiedzialnością’, — Portugal: ‘sociedade por quotas’, — Romania: ‘societate cu răspundere limitată’, — Slovenia: ‘družba z omejeno odgovornostjo’, — Slovakia: ‘spoločnosť s ručením obmedzeným’, — Finland: ‘osakeyhtiö/aktiebolag’, — Sweden: ‘aktiebolag’, — United Kingdom: ‘private company limited by shares or by guarantee’. ANNEX II PART A Repealed Directive with list of its successive amendments (referred to in Article 9) Council Directive 89/667/EEC (OJ L 395, 30.12.1989, p. 40) Annex I, point XI.A of the 1994 Act of Accession (OJ C 241, 29.8.1994, p. 194) Annex II, point 4.A of the 2003 Act of Accession (OJ L 236, 23.9.2003, p. 338) Council Directive 2006/99/EC (OJ L 363, 20.12.2006, p. 137) Only point A.4 of the Annex PART B List of time limits for transposition into national law and application (referred to in Article 9) Directive Time limit for transposition Date of application 89/667/EEC 31 December 1991 1 January 1993 in the case of companies already in existence on 1 January 1992 2006/99/EC 1 January 2007 ANNEX III CORRELATION TABLE Directive 89/667/EEC This Directive Article 1, introductory wording Article 1 Article 1, first to 27th indent Annex I Articles 2 to 7 Articles 2 to 7 Article 8(1) — Article 8(2) — Article 8(3) Article 8 — Article 9 — Article 10 Article 9 Article 11 — Annex I — Annex II — Annex III

Summary: Single-member private limited liability companies Single-member private limited liability companies SUMMARY OF: Directive 2009/102/EC — company law on single-member private limited liability companies WHAT IS THE AIM OF THE DIRECTIVE? It creates a legal instrument allowing the limitation of liability of the individual entrepreneur within the European Union (EU). It establishes the rules applicable to single-member private limited companies. It codifies and repeals Twelfth Company Law Directive 89/667/EEC. KEY POINTS A company may have a single member by virtue of its being formed, or by virtue of all its shares coming to be held, by a single person (single-member company). Where a company becomes a single-member company because all its shares have come to be held by a single person, that fact, together with the identity of the single member, must either be entered in a register kept by the company and accessible to the public or be recorded in the file or entered in the central register or the register of companies. The single member exercises the powers of a general meeting of the company. Decisions taken by the single member and contracts between that person and the company as represented by him or her must be recorded in the minutes or drawn up in writing. Where an EU country allows single-member companies in the case of public limited companies as well, the rules in this directive apply. Directive 2013/24/EU adapted the directive, adding Croatia to the list of countries in its Annex I following that country’s accession to EU membership. FROM WHEN DOES THE DIRECTIVE APPLY? It has applied since 21 October 2009. Directive 2009/102/EC codifies and replaces Directive 89/667/EEC and its subsequent amendments. The original Directive 89/667/EEC had to become law in the EU countries by 1992. BACKGROUND For more information on EU company law, see: Company law and corporate governance (European Commission). MAIN DOCUMENT Directive 2009/102/EC of the European Parliament and of the Council of 16 September 2009 in the area of company law on single-member private limited liability companies (OJ L 258, 1.10.2009, pp. 20-25) Successive amendments to Directive 2009/102/EC have been incorporated into the original text. This consolidated version is of documentary value only. last update 03.04.2019


5.5.2009 EN Official Journal of the European Union L 111/16 DIRECTIVE 2009/24/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 23 April 2009 on the legal protection of computer programs (Codified version) (Text with EEA relevance) THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Treaty establishing the European Community and in particular Article 95 thereof, Having regard to the proposal from the Commission, Having regard to the opinion of the European Economic and Social Committee (1), Acting in accordance with the procedure laid down in Article 251 of the Treaty (2), Whereas: (1) The content of Council Directive 91/250/EEC of 14 May 1991 on the legal protection of computer programs (3) has been amended (4). In the interests of clarity and rationality the said Directive should be codified. (2) The development of computer programs requires the investment of considerable human, technical and financial resources while computer programs can be copied at a fraction of the cost needed to develop them independently. (3) Computer programs are playing an increasingly important role in a broad range of industries and computer program technology can accordingly be considered as being of fundamental importance for the Community's industrial development. (4) Certain differences in the legal protection of computer programs offered by the laws of the Member States have direct and negative effects on the functioning of the internal market as regards computer programs. (5) Existing differences having such effects need to be removed and new ones prevented from arising, while differences not adversely affecting the functioning of the internal market to a substantial degree need not be removed or prevented from arising. (6) The Community's legal framework on the protection of computer programs can accordingly in the first instance be limited to establishing that Member States should accord protection to computer programs under copyright law as literary works and, further, to establishing who and what should be protected, the exclusive rights on which protected persons should be able to rely in order to authorise or prohibit certain acts and for how long the protection should apply. (7) For the purpose of this Directive, the term ‘computer program’ shall include programs in any form, including those which are incorporated into hardware. This term also includes preparatory design work leading to the development of a computer program provided that the nature of the preparatory work is such that a computer program can result from it at a later stage. (8) In respect of the criteria to be applied in determining whether or not a computer program is an original work, no tests as to the qualitative or aesthetic merits of the program should be applied. (9) The Community is fully committed to the promotion of international standardisation. (10) The function of a computer program is to communicate and work together with other components of a computer system and with users and, for this purpose, a logical and, where appropriate, physical interconnection and interaction is required to permit all elements of software and hardware to work with other software and hardware and with users in all the ways in which they are intended to function. The parts of the program which provide for such interconnection and interaction between elements of software and hardware are generally known as ‘interfaces’. This functional interconnection and interaction is generally known as ‘interoperability’; such interoperability can be defined as the ability to exchange information and mutually to use the information which has been exchanged. (11) For the avoidance of doubt, it has to be made clear that only the expression of a computer program is protected and that ideas and principles which underlie any element of a program, including those which underlie its interfaces, are not protected by copyright under this Directive. In accordance with this principle of copyright, to the extent that logic, algorithms and programming languages comprise ideas and principles, those ideas and principles are not protected under this Directive. In accordance with the legislation and case-law of the Member States and the international copyright conventions, the expression of those ideas and principles is to be protected by copyright. (12) For the purposes of this Directive, the term ‘rental’ means the making available for use, for a limited period of time and for profit-making purposes, of a computer program or a copy thereof. This term does not include public lending, which, accordingly, remains outside the scope of this Directive. (13) The exclusive rights of the author to prevent the unauthorised reproduction of his work should be subject to a limited exception in the case of a computer program to allow the reproduction technically necessary for the use of that program by the lawful acquirer. This means that the acts of loading and running necessary for the use of a copy of a program which has been lawfully acquired, and the act of correction of its errors, may not be prohibited by contract. In the absence of specific contractual provisions, including when a copy of the program has been sold, any other act necessary for the use of the copy of a program may be performed in accordance with its intended purpose by a lawful acquirer of that copy. (14) A person having a right to use a computer program should not be prevented from performing acts necessary to observe, study or test the functioning of the program, provided that those acts do not infringe the copyright in the program. (15) The unauthorised reproduction, translation, adaptation or transformation of the form of the code in which a copy of a computer program has been made available constitutes an infringement of the exclusive rights of the author. Nevertheless, circumstances may exist when such a reproduction of the code and translation of its form are indispensable to obtain the necessary information to achieve the interoperability of an independently created program with other programs. It has therefore to be considered that, in these limited circumstances only, performance of the acts of reproduction and translation by or on behalf of a person having a right to use a copy of the program is legitimate and compatible with fair practice and must therefore be deemed not to require the authorisation of the rightholder. An objective of this exception is to make it possible to connect all components of a computer system, including those of different manufacturers, so that they can work together. Such an exception to the author's exclusive rights may not be used in a way which prejudices the legitimate interests of the rightholder or which conflicts with a normal exploitation of the program. (16) Protection of computer programs under copyright laws should be without prejudice to the application, in appropriate cases, of other forms of protection. However, any contractual provisions contrary to the provisions of this Directive laid down in respect of decompilation or to the exceptions provided for by this Directive with regard to the making of a back-up copy or to observation, study or testing of the functioning of a program should be null and void. (17) The provisions of this Directive are without prejudice to the application of the competition rules under Articles 81 and 82 of the Treaty if a dominant supplier refuses to make information available which is necessary for interoperability as defined in this Directive. (18) The provisions of this Directive should be without prejudice to specific requirements of Community law already enacted in respect of the publication of interfaces in the telecommunications sector or Council Decisions relating to standardisation in the field of information technology and telecommunication. (19) This Directive does not affect derogations provided for under national legislation in accordance with the Berne Convention on points not covered by this Directive. (20) This Directive should be without prejudice to the obligations of the Member States relating to the time-limits for transposition into national law of the Directives set out in Annex I, Part B, HAVE ADOPTED THIS DIRECTIVE: Article 1 Object of protection 1. In accordance with the provisions of this Directive, Member States shall protect computer programs, by copyright, as literary works within the meaning of the Berne Convention for the Protection of Literary and Artistic Works. For the purposes of this Directive, the term ‘computer programs’ shall include their preparatory design material. 2. Protection in accordance with this Directive shall apply to the expression in any form of a computer program. Ideas and principles which underlie any element of a computer program, including those which underlie its interfaces, are not protected by copyright under this Directive. 3. A computer program shall be protected if it is original in the sense that it is the author's own intellectual creation. No other criteria shall be applied to determine its eligibility for protection. 4. The provisions of this Directive shall apply also to programs created before 1 January 1993, without prejudice to any acts concluded and rights acquired before that date. Article 2 Authorship of computer programs 1. The author of a computer program shall be the natural person or group of natural persons who has created the program or, where the legislation of the Member State permits, the legal person designated as the rightholder by that legislation. Where collective works are recognised by the legislation of a Member State, the person considered by the legislation of the Member State to have created the work shall be deemed to be its author. 2. In respect of a computer program created by a group of natural persons jointly, the exclusive rights shall be owned jointly. 3. Where a computer program is created by an employee in the execution of his duties or following the instructions given by his employer, the employer exclusively shall be entitled to exercise all economic rights in the program so created, unless otherwise provided by contract. Article 3 Beneficiaries of protection Protection shall be granted to all natural or legal persons eligible under national copyright legislation as applied to literary works. Article 4 Restricted acts 1. Subject to the provisions of Articles 5 and 6, the exclusive rights of the rightholder within the meaning of Article 2 shall include the right to do or to authorise: (a) the permanent or temporary reproduction of a computer program by any means and in any form, in part or in whole; in so far as loading, displaying, running, transmission or storage of the computer program necessitate such reproduction, such acts shall be subject to authorisation by the rightholder; (b) the translation, adaptation, arrangement and any other alteration of a computer program and the reproduction of the results thereof, without prejudice to the rights of the person who alters the program; (c) any form of distribution to the public, including the rental, of the original computer program or of copies thereof. 2. The first sale in the Community of a copy of a program by the rightholder or with his consent shall exhaust the distribution right within the Community of that copy, with the exception of the right to control further rental of the program or a copy thereof. Article 5 Exceptions to the restricted acts 1. In the absence of specific contractual provisions, the acts referred to in points (a) and (b) of Article 4(1) shall not require authorisation by the rightholder where they are necessary for the use of the computer program by the lawful acquirer in accordance with its intended purpose, including for error correction. 2. The making of a back-up copy by a person having a right to use the computer program may not be prevented by contract in so far as it is necessary for that use. 3. The person having a right to use a copy of a computer program shall be entitled, without the authorisation of the rightholder, to observe, study or test the functioning of the program in order to determine the ideas and principles which underlie any element of the program if he does so while performing any of the acts of loading, displaying, running, transmitting or storing the program which he is entitled to do. Article 6 Decompilation 1. The authorisation of the rightholder shall not be required where reproduction of the code and translation of its form within the meaning of points (a) and (b) of Article 4(1) are indispensable to obtain the information necessary to achieve the interoperability of an independently created computer program with other programs, provided that the following conditions are met: (a) those acts are performed by the licensee or by another person having a right to use a copy of a program, or on their behalf by a person authorised to do so; (b) the information necessary to achieve interoperability has not previously been readily available to the persons referred to in point (a); and (c) those acts are confined to the parts of the original program which are necessary in order to achieve interoperability. 2. The provisions of paragraph 1 shall not permit the information obtained through its application: (a) to be used for goals other than to achieve the interoperability of the independently created computer program; (b) to be given to others, except when necessary for the interoperability of the independently created computer program; or (c) to be used for the development, production or marketing of a computer program substantially similar in its expression, or for any other act which infringes copyright. 3. In accordance with the provisions of the Berne Convention for the protection of Literary and Artistic Works, the provisions of this Article may not be interpreted in such a way as to allow its application to be used in a manner which unreasonably prejudices the rightholder's legitimate interests or conflicts with a normal exploitation of the computer program. Article 7 Special measures of protection 1. Without prejudice to the provisions of Articles 4, 5 and 6, Member States shall provide, in accordance with their national legislation, appropriate remedies against a person committing any of the following acts: (a) any act of putting into circulation a copy of a computer program knowing, or having reason to believe, that it is an infringing copy; (b) the possession, for commercial purposes, of a copy of a computer program knowing, or having reason to believe, that it is an infringing copy; (c) any act of putting into circulation, or the possession for commercial purposes of, any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of any technical device which may have been applied to protect a computer program. 2. Any infringing copy of a computer program shall be liable to seizure in accordance with the legislation of the Member State concerned. 3. Member States may provide for the seizure of any means referred to in point (c) of paragraph 1. Article 8 Continued application of other legal provisions The provisions of this Directive shall be without prejudice to any other legal provisions such as those concerning patent rights, trade-marks, unfair competition, trade secrets, protection of semi-conductor products or the law of contract. Any contractual provisions contrary to Article 6 or to the exceptions provided for in Article 5(2) and (3) shall be null and void. Article 9 Communication Member States shall communicate to the Commission the provisions of national law adopted in the field governed by this Directive. Article 10 Repeal Directive 91/250/EEC, as amended by the Directive indicated in Annex I, Part A, is repealed, without prejudice to the obligations of the Member States relating to the time-limits for transposition into national law of the Directives set out in Annex I, Part B. References to the repealed Directive shall be construed as references to this Directive and shall be read in accordance with the correlation table in Annex II. Article 11 Entry into force This Directive shall enter into force on the 20th day following its publication in the Official Journal of the European Union. Article 12 Addressees This Directive is addressed to the Member States. Done at Strasbourg, 23 April 2009. For the European Parliament The President H.-G. PÖTTERING For the Council The President P. NEČAS (1) OJ C 204, 9.8.2008, p. 24. (2) Opinion of the European Parliament of 17 June 2008 (not yet published in the Official Journal) and Council Decision of 23 March 2009. (3) OJ L 122, 17.5.1991, p. 42. (4) See Annex I, Part A. ANNEX I PART A Repealed Directive with its amendment (referred to in Article 10) Council Directive 91/250/EEC (OJ L 122, 17.5.1991, p. 42) Council Directive 93/98/EEC (OJ L 290, 24.11.1993, p. 9) Article 11(1) only PART B List of time-limits for transposition into national law (referred to in Article 10) Directive Time-limit for transposition 91/250/EEC 31 December 1992 93/98/EEC 30 June 1995 ANNEX II Correlation table Directive 91/250/EEC This Directive Article 1(1), (2) and (3) Article 1(1), (2) and (3) Article 2(1), first sentence Article 2(1), first subparagraph Article 2(1), second sentence Article 2(1), second subparagraph Article 2(2) and (3) Article 2(2) and (3) Article 3 Article 3 Article 4, introductory words Article 4(1), introductory words Article 4(a) Article 4(1), point (a) Article 4(b) Article 4(1), point (b) Article 4(c), first sentence Article 4(1), point (c) Article 4(c), second sentence Article 4(2) Articles 5, 6 and 7 Articles 5, 6 and 7 Article 9(1), first sentence Article 8, first paragraph Article 9(1), second sentence Article 8, second paragraph Article 9(2) Article 1(4) Article 10(1) — Article 10(2) Article 9 — Article 10 — Article 11 Article 11 Article 12 — Annex I — Annex II

Summary: Computer programs — legal protection Computer programs — legal protection SUMMARY OF: Directive 2009/24/EC — the legal protection of computer programs WHAT IS THE AIM OF THE DIRECTIVE? It aims to clarify and remove differences between the legal protection of computer programs in different European Union (EU) countries in order to contribute to the proper functioning of the internal market. KEY POINTS EU countries must protect computer programs by copyright. Programs should be protected as literary works, within the meaning of the Berne Convention for the Protection of Literary and Artistic Works. Computer programs include their preparatory design material. Scope The protection provided for in this directive applies to: the expression of a computer program in any form, but not ideas and principles which underlie a computer program or any elements of it; a computer program which is original in the sense that it is the author’s own intellectual creation; computer programs created before 1 January 1993, without prejudice to any acts concluded and rights acquired before that date. Authorship The author of a computer program is the person or group of people who have created the program or, where national legislation permits, a legal person, i.e. a company or other legal entity. If several persons participate in creating a program, the exclusive rights are held jointly by these persons. If an employee creates a computer program in the course of his duties or following the instructions given by his employer, the employer exclusively has the economic rights relating to that computer program. Exclusive rights of the rights-holder The holder of the rights to a computer program may do, or may authorise others to do, the following: the permanent or temporary reproduction of the program, or a part thereof; the translation, adaptation, arrangement and any other alteration of the program; the distribution of the programme. Limitations of those exclusive rights (no need for prior authorisation from the rights-holder) A lawful acquirer of a program may reproduce, translate, adapt, arrange or alter the program, when it is necessary in order to use the program in accordance with its intended purpose. A person having a right to use the computer program may make a back-up copy in so far as it is necessary for that use. This person may also observe, study or test the functioning of the program in order to determine the ideas and principles which underlie any element of the program. Decompilation * Prior authorisation from the rights-holder is not required where reproduction of the code and translation of its form are essential to obtain information necessary to achieve the interoperability* of a new computer program with other programs. The following conditions apply: those acts are performed by the licensee or another person having a right to use a copy of a program; the information on interoperability has not previously been readily available; those acts are confined to the parts of the original program which are necessary in order to achieve interoperability. Special measures of protection Measures must be taken by EU countries against persons who commit any of the following: putting into circulation an infringing copy of a computer program; possession of an infringing copy of a program for commercial purposes; putting into circulation or owning, for commercial purposes, any means whose sole purpose is to allow the unauthorised removal or bypassing of any technical protection device. An infringing copy of a computer program may be seized in accordance with EU countries’ national laws. FROM WHEN DOES THE DIRECTIVE APPLY? It has applied since 25 May 2009. EU countries had to incorporate it into national law by 31 December 1992, the date indicated in the Directive 91/250/EEC that is codified by Directive 2009/24/EC. BACKGROUND For more information, see: Protection of computer programs * KEY TERMS Decompilation: the conversion of program code into a higher-level programming language that can be read by a human. Interoperability: the ability of a system or product to work with other systems or products without the need for any further action on the part of the consumer. MAIN DOCUMENT Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs (Codified version) (OJ L 111, 5.5.2009, pp. 16–22) last update 23.01.2017