4 Increase legal certainty and confidence BackgroundNeed to improve transparency and access to company information at EU levelNeed to provide updated reliable information on companies and their foreign branchesFacilitate cross-border communication between business registersIncrease legal certainty and confidencein the internal market
5 Amendments to three company law directives - Directive 89/666/EEC Directive 2012/17/EUAmendments to three company law directives- Directive 89/666/EEC- Directive 2005/56/EC- Directive 2009/101/ECNew provisions – establishment of the business registers interconnection system (BRIS)Obligations and tasks both for MS and COMDirective 89/666/EEC = 11th CLDDirective 2005/56/EC = 10th CLDDirective 2009/101/EC = (former) 1st CLD
6 Phased implementation By 7 July 2014Transposition (I)By 7 July 2015Adoption of technical specifications for BRIS (implementing acts)No later than 2 years after adoption of implementing acts *Transposition (II)Post-transposition / System LIVEApplication of DirectiveMore details on next slide. Transposition I refers to Art. 5 (1), Transposition II refers to Art. 5 (2)Article 5 - Transposition"Transposition I" - Member States shall adopt, publish and apply the laws, regulations and administrative provisions necessary to comply with this Directive by 7 July 2014.2. "Transposition II" - Notwithstanding paragraph 1, Member States shall, not later than two years after the adoption of the implementing acts referred to in Article 4c of Directive 2009/101/EC, adopt, publish and apply the provisions necessary to comply with:Article 1(3) and (4) and Article 5a of Directive 89/666/EEC >> e.g. obligation to implement unique identifiers for branches + procedure to follow for communication with other BRs on foreign branch disclosureArticle 13 of Directive 2005/56/EC >> procedure for notification on cross-border mergersArticle 3(1), second subparagraph, Article 3b, Article 3c, Article 3d and Article 4a(3) to (5) of Directive 2009/101/EC >> obligation to have a unique identifier for companies + docs to be publicly available via the portal + which info to be available for free + procedure to follow for communication with other BRs on foreign branch disclosure + ensure interoperability of BRsUpon the adoption of those implementing acts, the Commission shall publish in the Official Journal of the European Union the final date for application of the provisions referred to in this paragraph.* Cf. Art 5 (2) (2) after the adoption of implementing acts, COM will publish the final date for application of remaining provisions
8 Foreign branch disclosure Business Registers Interconnection System (BRIS)BRIS = MS Business Registers, the Platform and the PortalCitizensOther companiesAdministrationsE-Justice Portal1SearchMS BR ACross-border MergersMS BR C2Information on companies and branchesFollowing notification from BR A, BR C strikes off merging companycross-bordermerger notificationMS BR DPlatformEU Central PlatformMS BR BForeign branch disclosurenotification on company winding-up/insolvency and striking-offFollowing notification from BR B, BRs D and E strike-off the branchesMS BR E3
10 Business Registers survey PurposeIdentify state of play: Understand and learn how the business domain is managed by MS BRsIdentify gaps between current situation and requirements in the DirectiveReplies: 27 (out of 30)
11 Functional observation Business registers covered by the Directive18 (67%) MS have only one central BR.7 MS have one central BR plus other regional or local registers (the ones with regional registers have no local registers and vice-versa)2 MS do not have a central register but have regional and/or local registers, and they are interconnected.Functional observationIt seems feasible to access all BRs through one single point of access as all MS BRs are somehow interconnected at central level.
12 Types of entities covered by business registers 23 MS state that they keep information on other types of entities in addition to Limited Liability Companies.The additional types of entities are mainly the following ones:Directive ComplianceLimited Liability Companies, as defined in the Directive are currently being registered by all MS BRs.
13 Documents and particulars disclosed by business registers 19 (70%) MS disclose a rich range of other documents and information beyond those required by Directive 2009/101/EC.Some of the documents and particulars specified by the MS (some of them common to a reduced number of MS) are the following ones:Directive ComplianceAll MS publish the whole set of documents and particulars specified by the Directive.
14 ! Company Unique Identifier Less than half of the MS use Unique Identifiers for registering companies, different from the Registration Number.For most of those using UIDs, the structure of the ID does not conform the one described by the Directive. 2 MS state to be conformant with the Directive's mandated structure.Those MS BRs with UIDs rarely use their UID for cross-border operations.!Directive ComplianceCurrently very few MS use Unique IDs for companies which is similar to the structure specified in the Directive.
15 Company Unique Identifier The majority of the registers that have a company-UID use it for national inter-operations, mainly for communication with their Tax Agencies.Few registers (only 4) use their nationally-defined company UID for cross-border operations, mainly in the context of current projects and pilots with other MS .(*) One MS states having a UID but does not provide information on its use.
16 ! Branch Registration Most MS BRs register branches (only 2 do not). Amongst the 25 MS that register branches, only 1 MS links the branch with its parent company through its identifier.Directive ComplianceCurrently most MS state that their BRs register the branches of foreign companies.,Most MS do not link the branch to the company through the branch identifier.!
17 ! Branch Unique Identifier Only 3 MS out of 25 structure the branch ID as specified in the Directive6 countries state to use it for internal communication with other authorities, and 11 for cross-border operationsDirective Compliance!Very few MS declare to use branch-UIDs conformant with the Directive-defined structure.
18 Fees for disclosure of information and particulars on companies (Art Fees for disclosure of information and particulars on companies (Art. 2 of Dir. 2009/101)The majority of MS charge for most of the information on companies.5 MS offer the information on companies 100% free.Other 4 MS offer most information for free.!Functional observationBRIS will have to propose a flexible payment solution.
19 Fees for disclosure of information and particulars on branches (Art Fees for disclosure of information and particulars on branches (Art. 2 of Dir. 89/666/EEC)The majority of MS charge for most of the information on branches.5 MS offer 100% of the information on branches for free.Other 4 MS offer almost all documents for free.!Functional observationBRIS will have to propose a flexible payment solution.
20 Comparing free information about companies and branches There is more free information on branches than on companies.Companies accounting (Art 2f) and branches accounting (Art. 2.1h) information is not free for most countries.
21 Functional observation Search criteria and mechanismsAll MS BR offer the Company's Name and Registration Number as search criteria.Almost half of the MS BRs also offer Person Name, Legal Form and Region as search criteria.Functional observationA harmonised set of common search criteria and mechanisms seems feasible.
23 Implementing Act Adoption technical road map: global overview20132014201520162017Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Implementing Act AdoptionPlanning & AnalysisStrategic DecisionsTop->down readingDevelopmentTestingPilotsRoll-outMS User Support &dissemination…Operation &Maintenance …t0tfTimelineDecember 2013October 2014March 2016March 2017
24 technical road map: planning & analysis overview Planning and AnalysisTeam organisation, Road Map, Project Scheduling & Management tasks, …Practices SurveyBusiness Practices SurveySurvey conclusions:high level analysisTechnical Practices SurveyTop->down readingOperation & IT ServicesArt. 4c(i)UseCasesArt. 4c(i)User Requirements CapturingQuestionnaireInterviewsMeetingsIdentification and description of Business RequirementsStrategic DecisionsTimelineDecember 2012April 2013December 2013
25 PLATFORM SERVICES AND USE CASES PORTAL SERVICES AND USE CASES technical road map: practices survey conclusionsPlanning and AnalysisPractices SurveyBusiness Practices SurveySurvey conclusions: high level analysisTechnical Practices SurveyOperation & IT ServicesArt. 4c(i)Identification and depiction of BUSINESS PROCESSESIdentification and depiction of COLLABORATIONS AMONGST STAKEHOLDERSIdentification and depiction of EXCHANGED MESSAGES & DOCUMENTSTop->down readingIdentification and listing of BUSINESS RULESUse CasesArt. 4c(i)Selection of STANDARDS for MESSAGE STRUCTURING & EXCHANGINGIdentification, depiction and description of the PLATFORM & PORTAL SERVICESPLATFORM SERVICES AND USE CASESDeliverables:Practices SurveyVision DocumentPORTAL SERVICES AND USE CASESBest practices on Business Registers interconnection, payment modes, etc.Best practices on information exchange architectures, payment facilities, standard communication and protocols, access and security, etc.High Level Collaboration DIAGRAMSDIAGRAMS & Use Case Tables (Narrative description of the Case, Actors, System pre-conditions and post-conditions, etc.)Narrative contextualisation and comments on the analysisDecember 2012April 2013December 2013
28 Do not reinvent the wheel Basic principlesDo not reinvent the wheelIdentify and assess the existing knowledge, projects, solutions…Re-use as much as possibleModels and approaches, architectural proposals, building blocks, business vocabularies, semantic assetsKeep open and standard, i.e. do not get enslaved by proprietary solutions; do not develop ad hoc specifications or software core modulesMinimize the impact on the Member States systemsWhere possible, try to re-use specifications, techniques and solutions already used by the MS
29 Registers related European platforms, pilots and projects L'embarras du choixA rich world of knowledge and experience related to the BR domain and to systems/ BR interoperabilityInteroperability (Architecture, semantic IOP, re-usable building blocks, etc.)Large Scale Projects, e.g. e-Codex, PEPPOL, STORK, e-Sens …ISA and W3C specifications, e.g. Business Core Vocabulary, DCAT-AP, ADMS…Commission internal projects/ systems, e.g. DG JUST (IRI), DG MOVE (ERRU and RESPER), TAXUD, SANCO, ESTAT (EGR), CIPA e-Delivery, etc.Registers related European platforms, pilots and projectsBRITE and EBRECRFxEBR and XBRLRMSInteregistersLEIOthers
30 Main challengesMeet deadlines in the Directive: manage the available time for making the optimal strategic decisions and implementation of the Directive.Best value for money: choose the solutions that best fit the available budget and which require the minimum cost for both the Commission and the Member States.
31 Remember the objectives of the Directive To overcome challengesRemember the objectives of the DirectiveBring benefits to users (businesses, public authorities) of the internal marketCommunication and cooperation between stakeholdersWork together towards a common solutionFinish on a positive note
32 Contact: firstname.lastname@example.org Questions and AnswersContact: