1. 4. Workshop on "Legislative XML" XML and electronic accounting documents Klagenfurt, November 17th, 2005 Dr. Helmut Auer [BMJ]

2. Introduction –Basics (EU, HGB) –Business Register –Electronic Data Interchange –Workload of Business Register Solution –XML, Finance Online, DTD Electronic filing –User, Prerequisites, Workflow, Progress, Download and Contact Persons Examples

3. Basics - EU –Fourth Council Directive 78/660/EEC of 25 July 1978 (changed by successive amendments) Coordinates Member States‘ Provisions concerning et.al. the presentation and content of annual accounts and reports of companies with limited liability The annual accounts are to comprise of a balance sheet, a profit and loss account and the notes on the accounts –The Directives lay down rules on publication of these annual accounts –Austria got member of EU per Jannuary 1 st, 1995

4. Basics – HGB *) Section 277 –Original version (shortened): The board of a stock company (Aktiengesellschaft) is obliged to file the annual account at the Business Register (Handelsregister) within a certain period of time –Version of today (after adjustment to the Fourth Directive by EU- GesRÄG, BGBl. Nr. 304/1996 per 1.7.1996 - applicable on financial years which start per 30.6.1996 ; shortened) The legal representatives of limited companies are obliged to file the annual account …… –Now in addition to stock companies „Gesellschaften mit beschränkter Haftung“ („GmbH“; private limited companies) are obliged too *) Commercial Code (more or less identical to the German HGB)

5. Business Register –Former „Handelsregister“, today called „Firmenbuch“ –Used to disclose data of businesses and companies To this goal data of these legal subjects as –Name („Firma“) –Address –Legal representatives –Capital/stock et. al. have to be registered (in the „book“) and documents which the registration were based upon have to be collected („Urkundensammlung“; collection of documents) –Kept at 16 High Courts („Landesgerichten“) –Open to the public for inspection –Transformed from bound volumes to IT (data base) from 1991 to 1994 except collection of documents

6. Electronic Data Interchange –„Elektronischer Rechtsverkehr“ –Electronic communication allows electronic transmission of applications or petitions and automatic transfer of procedure data to the automation of justice procedures –Started in 1990 –In July 1999 the so-called "return traffic“was opened: electronic service of court documents to the parties was established too –Restricted to lawyers, notaries and some other (big) clients –Uses proprietary communication system –Not included are Land Book and Business Register so far

7. Workload of Business Register –Typically about 150.000 cases per year (all 16 courts) –About 1.000 stock companies and about 85.000 GmbH‘s registered –Due to amendment of section 277 HGB in 1996: 85.000 cases more per year (GmbH‘s are filing their annual accounts too) as of spring 1998 –Problem: How to minimize additional workload? –Vision: Accounts should be inspected by the public using internet Accounts should be processable in an IT-way by consumers like Austrian National Bank

8. Solution –Use of EDI to get annual accounts electronically –Use of XML to describe the annual accounts Discussion what to do started very early BMJ was lucky to prevent the use of EDIFACT which was favorised by Telekom and the Federal Computing Centre –Use of „Finance Online“ as communication line to transport XML The communication line was changed from already established ERV to Finance Online because of the different set of clients: no lawyers and notaries, but tax advisors and auditors/certified accountants who were already connected to Finance Online

9. XML –Used by a team of auditors/certified accountants and tax advisers, legal experts of the Federal Ministry of Justice and the Federal Ministry of Finance and staff of the Federal Computing Centre –Work was very difficult and time consuming, not because of XML, but because nobody had a complete and useable description of accounting documents –Result was et al. a Document Type Definition as follows:

10. DTD ……. ……. ……….

11. Electronic filing of annual accounts Who can take part: –Auditors, tax advisors, notaries, lawyers Prerequisites –Authorized participation in Finance Online –Extra authorization to send annual accounts –Adjustment of company‘s IT-programs which produce the annual accounts Integration of a checking and visualization program ( checkex.exe ; distributed by Federal Computing Centre free of charge)

12. Workflow: –Local accounting programm produces balance sheet etc as XML-file(s) in accordance with description given –Checkex.exe has to be used to check wellformedness and validity check correctness of accounting data produce checksum which will be stored in the XML-file visualize the accounting data as HTML documents –If check ok then the data is sent to the Federal Computing Centre using Finance Online –Finance Online checks sent data formally If not ok an errror message is sent back and no transmission to the business register takes place If ok a certification of receipt is sent back

13. Workflow (cont.): –Finance Online sends the data to the IT application of the business register –This application checks the data a second time in the same manner as checkex.exe –A transmission certificate is sent back to the company stating the result of the check If ok the respective court is informed about the filing of the annual accounts by a special mailing system of the business register If not the company has to correct the erroneous data and apply the annual accounts a second time at a whole –XML-data and produced HTML-visualization are stored in the data base of the business register –Now judge or „Rechtspfleger“ (as deputy of the judge) can go on with their usual work

14. Progress: –So far the courts got about 30.000 annual accounts –Since last year annual accounts which were filed on paper (and all other essential documents) are scanned and stored in an electronic collection of documents –Stored annual accounts can be inspected by the public using internet (see examples) Download and Contact Persons –DTD and checkex.exe can be downloaded at „ www.brz.gv.at“, menu-point „Service“, submenu-point „Firmenbuch“www.brz.gv.at –Dr. Johannes Hof, BMF, johannes.hof@bmf.gv.atjohannes.hof@bmf.gv.at –Gerhard Grames, BRZG, gerhard.grames@brz.gv.atgerhard.grames@brz.gv.at

15. Examples