Introduction

The present chapter discusses the procedure for the formation of public and private limited liability companies in the United Kingdom, France, Germany, Italy, Spain, Belgium and the Netherlands. There are considerable differences between the process for the formation of public and private companies in France and Germany, and these processes will need to be more clearly differentiated from one another than in certain other cases. Because of the comparative rarity of such entities the process of formation of public companies with personally liable directors, such as the French société en commandite par actions, the German Kommanditgellschaft auf Aktien and the Italian Società in accomandita per azioni have not been considered in this chapter.

By reason of the impact of the First Company Law Directive, which applies to both public and private companies, there are similarities in the laws of the Member States concerning the disclosure of the basic documents on formation. There are however marked differences between these laws concerning other matters. The rules regarding the share and loan capital are considered in a subsequent chapter.

In all the countries considered in the present text, it is necessary to establish one or more documents which form the company's constitution. In all the relevant states the formation of the new company has to be registered in an official register. As already indicated, certain elements of the law relating to disclosure on formation of public and private companies have been harmonised by the First Company Law Directive.