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-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐ TRADEMARK-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐
DIRECTIVE
• AIM: avoid that another company uses the trademark of another company. It is
• possible to transfer the trademark, but only the owner can do it
Protects both Undertaking and costumers
• Possible:
individual trade marks, collective marks, guarantee or certification marks.
• A trade mark can be any sign capable of being represented graphically and capable of
• being distinguished: words, personal names, designs, letters, numerals, shape of goods
EU can declare invalid the use of trademark due to existence of earlier rights such as:
• -‐ right to a name
-‐ right of personal portrayal
-‐ copyright
-‐ industrial property right
The proprietor of a earlier trade mark has 5 years to request invalidity
• Protection granted when there is a risk of confusion among buyers, “double identity”
•
2 LEVELS OF PROTECTION (National and European) Before registration’s checks:
-‐ Subjective conditions: Someone can have a similar trade and can do opposition.
-‐ Objective conditions: Trademark must be new, it must be something that identify
the product.
National registration have less possibility to be stopped. It is possible to get national
registration and then extend it at European Level with particular procedures.
EUROPEAN PRIVATE COMPANY
Only a proposal
• Small-‐ Medium enterprise
• Limited liability, shareholder liable only for the amount subscribed. Members have to
• give all the information needed to obtain limited liability, otherwise looses limited
liability
SPE is a
legal person
• Minimum capital 1 EURO
• Unquoted shares that cannot be placed in the market place, the management has to
• make a list of shareholders as proof of their ownership
No minority shareholders:
easier structure, more formalities
•
NO CROSS BORDER COMPONENT required ( low relevance in the residence of components):
-‐ Intention to set a business in another Member State
-‐ Cross border business object, set out in the act of association
-‐ Members registered in another Member State
FORMATION:
-‐ Ex novo
-‐ Transformation
-‐ Merger
-‐ Creation of subsidiary
-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐EUROPEAN COOPERATIVE SOCIETY-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐-‐
2^ Form of European company
Mutualistic purpose, no remunerate own capital. Economical benefits through the
• exchange with the cooperative. Members should be costumers, employee or supplier
Democratic structure: 1 vote per member (regardless the number of shares)
• Minimum capital 30.000€ -‐ The general meeting is to pass a resolution each year
• recording the amount of the capital at the end of the financial year
Threated as a Cooperative registered in the Member State – NON DISCRIMINATION
• Allocation of profits: before any allocation a Legal reserve may be required
• Winding up: principle of disinterested contribution
• Members liable only for the amount subscribed
• Address without registration
• Possible members outside EU only if linked with a member state
• Aim: satisfaction of members
•
FORMATION CROSS BORDER ELEMENT REQUIRED:
-‐ 5 or more natural person from 2 Member state
-‐ 5 or more natural person, companies or firms from 3 member state
-‐ Merger company head offices from 2 Member State
-‐ Conversion of a Cooperative with 2 year subsidiary
STRUCTURE Democratic structure:
-‐ General meeting of Shareholders
-‐ Management board or Administrative board (approves membership, if refused may
appeal to general meeting)
EMPLOYEES: Must be done an agreement by Special Negotiation Body with representative
from all the states.
Second degree cooperative if members are also cooperatives
SOCIETAS UNIUS PERSONAE
IS ONLY A PROPOSAL (DIRECTIVE)
it can also benefit small-‐medium enterprise and larger company by allowing them to set up
single member subsidiaries according to the same main requirement across the EU. Creating
subsidiaries is a key tool for companies to develop a business presence in other Member
States. In most cases, these subsidiaries are single-‐member companies, since the single
member is a parent company which “wholly owns them”.
SINGLE MEMBER PRIVATE COMPANY – the share cannot be split.
• Proposal focuses on the harmonization of national laws and thus avoid the creation
• of a new legal forma at European Level witch would exist independently from
national law
Harmonization, in each Member State there should be a national company law form
• called SUP
It doesn’t introduce a new legal form at European Level
• Directive leaves at Member State the choice of how to introduce such a company
• Limited liability
• Minimum capital 1 €, protection of cre
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