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 [OJ C 77, 31.3.2009, p. 42.],

Acting in accordance with the procedure laid down in Article 251 of the Treaty [Opinion of the European Parliament of 18 November 2008 (not yet published in the Official Journal) and Council Decision of 13 July 2009.],

Whereas:

(1) Twelfth Council Company Law Directive 89/667/EEC of 21 December 1989 on single-member private limited-liability companies [OJ L 395, 30.12.1989, p. 40.] has been substantially amended several times [See Annex II, Part A.]. 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.