22. 12. 86 Official Journal of the European Communities No C 328/43
1.7. The Commission, for its part, is asked to draw
up the medium-term programme without delay and to
forward it to the Economic and Social Committee.
2. Specific Comments
2.1. The Committee notes that the proposal men-
tions the communication concerning guidelines for a
medium-term policy in transport infrastructure dated
14 December 1984. The Commission referred this to
the Committee on 20 February 1985, and an opinion
was issued on 25 September 1985 (1). The aims and
criteria listed in Articles 1 and 2 of the proposal seem
to match those of the communication. The Committee
feels, however, that Article 2 of the proposal (criteria
for eligibility for financial support) should cover the
main criteria listed by the Committee in its 28 Septem-
ber 1983 opinion on the subject of the experimental
programme in transport infrastructure (2).
2.2. The Committee fears that the 390 million ECU
proposed for the years 1987 to 1990 represents far
too small an amount, particularly bearing in mind
the contribution rates laid down in Article 3 and the
financial record.
(!) OJ No C 303, 25. 11. 1985, p. 6. (2) OJ No C 341, 19. 12. 1981, pp. 8 and 9.
Done at Brussels, 18 September 1986.
The Chairman
of the Economic and Social Committee
Gerd MUHR
Opinion on the proposal for a Council Directive amending Directive 78/660/EEC on annual
accounts and Directive 83/349/EEC on consolidated accounts as regards the scope of those
Directives (*)
(86/C 328/16)
On 20 May 1986 the Council decided to consult the Economic and Social Committee,
under Article 54 of the Treaty establishing the European Economic Community, on the
abovementioned proposal.
The Section for Industry, Commerce, Crafts and Services, which was responsible for preparing
the Committee's work on the subject, adopted its opinion on 3 September 1986, in the light
of the report by Mr d'Elia.
At its 239th plenary session (meeting of 18 September 1986), the Economic and Social
Committee adopted the following opinion by 81 votes to 18, with three abstentions:
1. The Committee approves the proposal, which
supplements the Fourth Directive of 25 July 1978 on
annual accounts (2) and the Seventh Directive of 13 June
1983 on consolidated accounts (3). The proposal extends
the field of application of these Directives to partner-
ships, limited partnerships and unlimited companies
(J) OJ No C 144, 11. 6. 1986, p. 10.
(2) OJ No L 222, 1978.
(3) OJ No L 193, 1983.
in which all the members with unlimited liability are
themselves public or private limited companies.
2. The Committee agrees with the Commission that
the aim of the proposal is fully justified by the existence
within the Community of a large and steadily growing
number of partnerships, limited partnerships and
unlimited companies. Failure to subject these companies
to the same accounting requirements as public or pri-
vate limited companies would be contrary to the spirit
of the Fourth and Seventh Directives.
N o C 328/44 Official J o u r n a l of the E u r o p e a n C o m m u n i t i e s 22. 12. 86
3 . Finally, the C o m m i t t e e notes tha t the large n u m - small firms laid d o w n in Articles 11 a n d 27 of the
ber of small firms wh ich w o u l d be affected by F o u r t h Direct ive a n d Article 6 (1) of the Seventh Direc-
tive p roposa l will still qualify for the e x e m p t i o n s for t ive.
D o n e at Brussels, 18 Sep tember 1986.
The Chairman
of the Economic and Social Committee
Gerd MUHR
APPENDIX
The following amendment, drawn up on the basis of the Section opinion, was defeated by the Committee
during the discussion:
Text of the opinion to be replaced by the following:
' 1 . The Section disagrees with the proposal, which supplements the Fourth Directive of 25 July 1978 on
annual accounts (OJ No L 222, 1978) and the Seventh Directive of 13 June 1983 on consolidated accounts
(OJ No L 193, 1983). The proposal extends the field of application of these Directives to partnerships, limited
partnerships and unlimited companies in which all the members with unlimited liability are themselves public
or private limited companies.
2. The Section notes that the present proposal, unlike all the other directives on company law which have
been adopted or are pending, concerns not only limited companies but also, for the first time, partnerships.
This represents a dangerous precedent for extending the scope of other directives which do not apply to
partnerships.
3. The Section also notes that in one Member State the proposal would make the annual accounts of
around 60 000 partnerships subject to disclosure, and in some cases auditing requirements. As such firms are
almost exclusively small and medium-sized, the small firms sector in particular will have to shoulder an
unreasonable burden. The proposal contradicts the declared intention of the European Council of 2 and
3 December 1985 to free small firms from unnecessary constraints and handicaps.
4. Finally, the Section notes that the problem of partnerships made up solely of members with limited
liability was already known when the Fourth and Seventh Company Law Directives were adopted and that
it was deliberately left to the Member States to decide whether such enterprises should have to abide by the
same disclosure and auditing rules as limited companies. Issuing directives to correct legal decisions taken by
the Member States cannot be the purpose of the harmonization based on Article 54 (3) (g) of the EEC Treaty.'
Reasons
The proposed Directive does not fit in with moves in the EEC to do away with red tape and promote the
small firms sector. It forces the Member States to amend yet again laws which they have just aligned with
each other and places a burden almost exclusively on smaller firms. During the discussions on the Fourth
and Seventh EEC Company Law Directives the question of treating a partnership made up solely of limited
companies as a partnership of personally liable members was debated thoroughly, and it was unanimously
decided that any decision would be left up to national legislators. The present proposal is not even justified
by the need to protect creditors and third parties, because a public limited company, for instance, as a
personally liable member of a partnership offers better protection for creditors than a natural person.
Voting:
For: 21, Against: 70, Abstentions: 6.
Full & Egal Universal Law Academy