PURPOSE: (i) improve cross-border access
to business information; (ii) ensure that up-to-date information is stored in
the register of branches and establishing clear channels of communication
between registers in cross-border registration procedures.
PROPOSED ACT: Directive of the European
Parliament and of the Council.
BACKGROUND: the Competitiveness Council
Conclusions of 25 May 2010 confirmed that improving access to up-to-date
and trustworthy information on companies could encourage greater
confidence in the market, help recovery and increase the competitiveness of
European business. Business registers play an essential role in this regard.
Cross-border access to business
information requires the cross-border cooperation among business registers. The
High Level Group of Independent Stakeholders on Administrative Burdens was
fully in support of achieving interoperability between trade registers
throughout Europe.
The interconnection of business registers
is one of the proposals in the Communication on the Single
Market Act that aim to create a more business-friendly legal and fiscal
environment and can also contribute to the agenda Europe
2020 by improving confidence in the single market.
IMPACT ASSESSMENT: the issues around the
interconnection of business registers were grouped in three sections:
- lack of up-to-date business
information in the register of foreign branches: the impact assessment concludes that EU legislation should
lay down a legal requirement for registers to cooperate by electronic
means with regard to updating the registration of foreign branches and
the Commission should determine the technical details of such
cooperation in a delegated act.
- difficulties of cooperation
between registers in cross-border merger and seat transfer procedures: EU legislation should delegate powers to the Commission to
determine the technical details in cross-border merger and seat transfer
procedures in a delegated act;
- difficult cross-border access to
business information: in this respect,
the best option to: (i) improve the existing situation would be for EU
law to lay down a requirement for Member States to participate in an
electronic network of registers; (ii) determine the list of information
to be transmitted through the network; (iii) determine the frequency of
updating the registered information and that the Commission should determine
the technical details of the cooperation in a delegated act.
LEGAL BASIS: Article 50(2)(g) of
the Treaty on the Functioning of the European Union (TFEU).
CONTENT: the amendments proposed to Directives
89/666/EEC, 2005/56/EC and 2009/101/EC aim to:
- facilitate cross-border access to official
business information by setting up an electronic network of registers
and determining a common minimum set of up-to-date information to
be made available to third parties by electronic means in every Member
State;
- ensure that the business register of a
company provides up-to-date information on the status of the
company to the business register of foreign branches all across Europe;
- improve a cooperation framework between
business registers in cross-border merger procedures.
More specifically, the proposal aims to
- makes sure that the documents and
particulars in the Member States' business registers are always up to
date. They have to make sure that the registered data is updated within
15 calendar days after the underlying change occurs. In order to comply
with this requirement, Member States have to ensure that the companies
file the relevant changes on time and the change is registered without
delay;
- introduce a unique identifier for all
European limited-liability companies that would facilitate their
identification at the European level and would allow for easier identification
between companies and their foreign branches. Such an identifier could
also be used by other registers identifying, for example, listed
companies, financial institutions or multinational groups;
- improve cross-border access to a common
minimum set of registered business information by requiring Member
States to make the documents and particulars listed in the proposed
Directive and registered under the Directive's requirements available
through a single European electronic platform, e.g. a central
web-service that allows search in all EU business registers.
This proposal is complementary to the
e-Justice project and should contribute to easier access to business
information through the portal.
BUDGETARY IMPLICATIONS: this proposal has
no implications on the EU budget.
DELEGATED ACTS: the proposal contains
provisions empowering the Commission to adopt delegated acts in accordance
with Article 290 of the Treaty on the Functioning of the European Union.