AI Summary of Article 1 Scope
The Directive prescribes coordination measures applying to Member States' laws, regulations and administrative provisions for undertakings listed in Annex I and, subject to specified conditions, Annex II where members with otherwise unlimited liability effectively have limited liability because those members are undertakings of the types in Annex I or of comparable non‑Member‑State legal form. Articles 48a–48e and 51 also apply to branches in a Member State of non‑Member‑State undertakings of comparable form, with Article 2 applicable to those branches to the extent those Articles apply; Member States must notify the Commission of changes affecting Annexes I and II and the Commission may adapt those lists by delegated acts under Article 49.
Specific coordination measures (Articles 19a, 29a, 29d, 30, 33, point (aa) second subparagraph of Article 34(1), Article 34(2) and (3), and Article 51) apply irrespective of legal form to undertakings exceeding a net turnover of EUR 450 000 000 and an average of 1 000 employees, including insurance undertakings (per Directive 91/674/EEC) and credit institutions (per Regulation (EU) No 575/2013); Member States may opt not to apply these measures to entities listed in points (2)–(23) of Article 2(5) of Directive 2013/36/EU. Articles 19a, 29a and 29d do not apply to the European Financial Stability Facility or to certain financial products in Article 2(12)(b) and (f) of Regulation (EU) 2019/2088. Articles 40a–40d apply to laws relating to subsidiaries and branches of non‑Member‑State undertakings of comparable legal form.
Article 1 Scope
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 undertakings listed:
(b) in Annex II, where all of the direct or indirect members of the undertaking having otherwise unlimited liability in fact have limited liability by reason of those members being undertakings which are:
(i) of the types listed in Annex I; or
(ii) not governed by the law of a Member State but which have a legal form comparable to those listed in Annex I.
1a. The coordination measures prescribed by Articles 48a to 48e and Article 51 shall also apply to the laws, regulations and administrative provisions of the Member States relating to branches opened in a Member State by an undertaking which is not governed by the law of a Member State but which is of a legal form comparable with the types of undertakings listed in Annex I. Article 2 shall apply in respect of those branches to the extent that Articles 48a to 48e and Article 51 are applicable to such branches.