Presentation on theme: "Business Registers Interconnection System (BRIS) Magda Talaban – European Commission ECRF Conference Bucharest 13 June 2013."— Presentation transcript:
Business Registers Interconnection System (BRIS) Magda Talaban – European Commission ECRF Conference Bucharest 13 June 2013
Directive 2012/17/EU BRIS overview Business registers survey Roadmap and on-going work Challenges 2 Outline
Directive 2012/17/EU 3
Need to improve transparency and access to company information at EU level Need to provide updated reliable information on companies and their foreign branches Facilitate cross-border communication between business registers Increase legal certainty and confidence in the internal market 4 Background
Amendments to three company law directives - Directive 89/666/EEC - Directive 2005/56/EC - Directive 2009/101/EC New provisions – establishment of the business registers interconnection system (BRIS) Obligations and tasks both for MS and COM 5 Directive 2012/17/EU
6 * Cf. Art 5 (2) (2) after the adoption of implementing acts, COM will publish the final date for application of remaining provisions By 7 July 2014 Transposition (I) By 7 July 2015 Adoption of technical specifications for BRIS (implementing acts) No later than 2 years after adoption of implementing acts * Transposition (II) Post-transposition / System LIVE Application of Directive Phased implementation
BRIS overview 7
Business Registers Interconnection System (BRIS) E-Justice Portal Citizens Other companies Administrations MS BR E MS BR C Search Platform EU Central Platform MS BR D cross-border merger notification MS BR A Cross-border Mergers MS BR B Foreign branch disclosure Following notification from BR B, BRs D and E strike-off the branches Information on companies and branches Following notification from BR A, BR C strikes off merging company notification on company winding-up/insolvency and striking-off BRIS = MS Business Registers, the Platform and the Portal 1 3 2
Business registers survey 9
10 Purpose Identify state of play: Understand and learn how the business domain is managed by MS BRs Identify gaps between current situation and requirements in the Directive Replies: 27 (out of 30) Business Registers survey
11 Business registers covered by the Directive 18 (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. It seems feasible to access all BRs through one single point of access as all MS BRs are somehow interconnected at central level. Functional observation
12 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: Types of entities covered by business registers Limited Liability Companies, as defined in the Directive are currently being registered by all MS BRs. Directive Compliance
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: All MS publish the whole set of documents and particulars specified by the Directive. Directive Compliance
14 Company Unique Identifier Currently very few MS use Unique IDs for companies which is similar to the structure specified in the Directive. Directive Compliance 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. !
15 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. Company Unique Identifier (*) 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. Currently 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. Directive Compliance !
17 Branch Unique Identifier Only 3 MS out of 25 structure the branch ID as specified in the Directive 6 countries state to use it for internal communication with other authorities, and 11 for cross-border operations Very few MS declare to use branch-UIDs conformant with the Directive-defined structure. Directive Compliance !
18 Fees for disclosure of information and particulars on companies (Art. 2 of Dir. 2009/101) BRIS will have to propose a flexible payment solution. Functional observation 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. !
19 Fees for disclosure of information and particulars on branches (Art. 2 of Dir. 89/666/EEC) BRIS will have to propose a flexible payment solution. Functional observation 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. !
20 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. Comparing free information about companies and branches
21 Search criteria and mechanisms All 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. A harmonised set of common search criteria and mechanisms seems feasible. Functional observation
Roadmap and on-going work 22
23 Development Testing Roll-out Operation & Maintenance … MS User Support & dissemination… Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 Q1Q2Q3Q4Q1Q2Q3Q Timeline t0t0 tftf Implementing Act Adoption March 2016October 2014 Top->down reading technical road map: global overview Pilots Q2 Q1 March 2017 December 2013 Planning & Analysis Strategic Decisions
24 Timeline Practices Survey User Requirements Capturing Team organisation, Road Map, Project Scheduling & Management tasks, … Strategic Decisions Survey conclusions: high level analysis Operation & IT Services Art. 4c(i) Use Cases Art. 4c(i) April 2013 December 2012 Planning and Analysis Top->down reading technical road map: planning & analysis overview Business Practices Survey Technical Practices Survey December 2013 QuestionnaireInterviews Meetings Identification and description of Business Requirements
25 Top->down reading Operation & IT Services Art. 4c(i) Use Cases Art. 4c(i) Identification and depiction of BUSINESS PROCESSES Identification and depiction of COLLABORATIONS AMONGST STAKEHOLDERS Identification and depiction of EXCHANGED MESSAGES & DOCUMENTS Identification and listing of BUSINESS RULES Identification, depiction and description of the PLATFORM & PORTAL SERVICES PLATFORM SERVICES AND USE CASES PORTAL SERVICES AND USE CASES High Level Collaboration DIAGRAMS DIAGRAMS & Use Case Tables (Narrative description of the Case, Actors, System pre- conditions and post-conditions, etc.) Narrative contextualisation and comments on the analysis technical road map: practices survey conclusions Survey conclusions: high level analysis Practices Survey Business Practices Survey Technical Practices Survey Deliverables: Practices Survey Vision Document Best practices on Business Registers interconnection, payment modes, etc. Best practices on information exchange architectures, payment facilities, standard communication and protocols, access and security, etc. December 2012 December 2013 Selection of STANDARDS for MESSAGE STRUCTURING & EXCHANGING Planning and Analysis April 2013
26 Top->down reading Timeline Strategic Decisions Implementing Act Adoption (incl. adoption by COM) Development Meetings, discussions, document revision Portal Interface, Search Engine & Content Delivery Art. 4c (c), (j), (l) Payment modalities Art. 4c(k) Technical Specifications technical road map: technical specifications overview Planning and Analysis April 2014 Proofs of conceptTechnology Selection Implementing Act elaboration Communication Methods + Protocols Art. 4c(a), (b) Access and Security Model Art. 4c(c) Information Exchange Model Art. 4c(d),(e),(f) Operational, Storage & Management Model Art. 4c(g) BRIS' SLA Art. 4c(m) MS BRs Interoperability (interconnection system) Art. 4c(i) MS' Access Points Integration Model Art. 4c(n) Unique Identifier Art. 4(h) October 2014 October 2013 Decision concerning the System Supplier
Basic principles Do not reinvent the wheel Identify and assess the existing knowledge, projects, solutions… Re-use as much as possible Models and approaches, architectural proposals, building blocks, business vocabularies, semantic assets Keep open and standard, i.e. do not get enslaved by proprietary solutions; do not develop ad hoc specifications or software core modules Minimize the impact on the Member States systems Where possible, try to re-use specifications, techniques and solutions already used by the MS
L'embarras du choix A rich world of knowledge and experience related to the BR domain and to systems/ BR interoperability Interoperability (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 projects BRITE and EBR ECRF xEBR and XBRL RMS Interegisters LEI Others
Main challenges Meet 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.
Remember the objectives of the Directive Bring benefits to users (businesses, public authorities) of the internal market Communication and cooperation between stakeholders Work together towards a common solution 31 To overcome challenges