Interconnection of central, commercial and companies registers Directive 2012/17/EU Chris Pitt Lewis

2 The Directive Directive 2012/17/EU of the European Parliament and the Council as regards the interconnection of central, commercial and companies registers Dated 13 June 2012 In force 3 July 2012 Directly concerns registrars who are also mercantile registrars Also concerns the rest of us, because – It may affect the way that we identify companies in land register context Possible model for future connection of land registers??

3 Purpose Improve cross-border transmission of information between EU business registers Enable cross-border searches Commission must establish a European Central Platform for this purpose The Platform will be an interface- From one national register to another, enabling efficient interchange of information From national registers to the e-justice portal, enabling cross-border searches through the portal Delegated power to Commission to establish technical requirements Unique identifiers for companies and branches in EU context

4 Structure of the Directive Inserts new articles in Directive 2009/101/EC (on coordination of registration of company information) Makes consequential amendments to – Directive 2005/56/EC (about cross-border mergers of companies) Directive 89/666/EC (requiring registration of branches of foreign companies operating in another Member State)

5 The System of Interconnection of Registers New Articles 4a-4e inserted in Directive 2009/101/EC Consists of – The registers of Member States The European Central Platform The e-justice portal serving as the European electronic access point MSs may establish their own optional access points to the system The European Central Platform is to be established either by the Commission or by a third party chosen under usual public procurement procedures The Commission is to lay down detailed specification in accordance with new Article 4c using comitology procedure

6 Information to be available on the Platform Electronic copies of company documents and particulars listed in art.2 of 2009 Directive MSs must register these within 21 days of receipt (except accounting documents) Search system will make them available with explanatory labels in all EU languages Electronic copies of documents about branches required by art.2(1) of 1989 Directive Information (without delay) about opening and termination of winding up or company insolvency proceedings, and striking off from register, if it entails legal consequences in MS where registered Information re cross-border mergers, to ensure that old companies struck off without delay when new company registered MSs must provide up to date info about national law for e-justice portal

7 Foreign branches Register of branch must ensure that it receives from the platform, without delay, info about winding up/insolvency/striking off of parent company So that branches are struck off without undue delay when parent dissolved or struck off Except if striking off of parent is a formality because of change in legal form of company, merger or division, or cross border transfer of registered office Branches, like companies, to have a unique identifier

8 Unique identifiers To be used in communication between registers in the system of interconnection No obligation for companies to use them on letters and forms – should continue to use domestic registration numbers for this Applies to both companies and foreign branches Commission to adopt technical specification defining the structure and use of the unique identifiers But must at least identify – The Member state of the register The domestic register of origin The company number (or branch number) in that register Where appropriate, features to avoid identification errors

9 Money Commission pays for central platform Member States pay for adjustments to ensure their connection to system Basic information available free on system of interconnection – Name and legal form of company Registered office and MS where registered Registration number of the company For other information, MS may (but do not have to) charge fees, but fees must not exceed administrative costs of providing it Exchange of information between register of parent company and register of branch shall be free of charge for the registers

10 Timescale Member States to transpose by 7 July 2014 But specifications for the Central Platform depend on action by Commission (to be taken by 7 July 2015) Member States to transpose these within 2 years after that

11 Summary Not a central database An interconnection of national databases EU provides central platform and technical specification for using it Member States must make necessary adjustments to connect to it But no need to change domestic operation of registers Communication between registers via the platform Public searches – access to platform via e-justice portal