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Business Register Interoperability Throughout Europe
Vito Giannella
European Business Register eeig
Brite project
• Contract signed with the European Commission
• Project started on the 1st of March 200636 months duration
• 19 partners, with EBR EEIG as coordinator• 7 Business Registers currently involved• Detailed plan for the first 18 months• Integration of new partners possible for
second phase • Total EC funding 6.3 M €
Last news from EBR
• New countries in the EBR network : the Netherlands and Ukraine
• United Kingdom and Jersey to join soon
• More data available, more traffic, more countries, towards a self sustainable network
Current scenario
Future scenario
• Societas Europaea • European private company• Cross border transfer of companies’
registered offices• Branches abroad, cross border mergers• Amendment 1st EU Directive• Anti money laundering, e-procurement,
transparency of financial markets, etc • Services Directive
A likely future scenario :the BRITE project
Country ACountry A Country B
European Business Register
Paper Based Enterprise
E-Filing Enterprise
File
File; Notify Presence
Request
Forward
Other Government Agency
Forward
Other Government Agency
Forward
Inquire
Public
File
Agent
Transfer Data
Inquire
Public
Inquire
EstablishBranch
The four service cases
BRITE will address the complete interoperability (semantic, technical and organisational) between Business Registers and will test the results with four pilots:
• Transfer of seat for SE and for the coming 14th Company Law Directive
• 11th Directive enforcement and simplification• Cross-domain interoperability• Support for e-procurement take up
Transfer of seat
• Focus on the SE but use functions that could be re-used for the 14th Directive
• Sweden, Norway, Ireland in consultation with Italy, Greece, Denmark, Spain
• Will extend in due course to all countries through the “concertation” process
The flow of a transfer of seat
We presuppose that proceedings for winding up, liquidation, insolvency or suspension of payments or other similar proceedings have not been brought against the SE (SE Art. 8 (15)).
Transfer of registered office from one Member State to another
The O
fficial
Jo
urnal
of the
Eu
ropea
n Co
mmun
ities
BR in
the n
ew M
embe
r Stat
ePu
blica
tion a
ccord
ingto
SE A
rt. 13
Comp
any
BR in
the O
ld Me
mber
State
Court
Cred
itors
03Enter in a diary
BRITE 01Send information about registered transfer proposal
06Publication of thetransfer proposalSE Art. 8 (2) and
Art. 13
07Opportunity to examine the
transfer proposal and the reportSE Art. 8 (4)
01Draw up a transfer
proposal and a report
SE Art. 8 (2) and Art. 8 (3)
02Apply for
registration of transfer proposalSE Art. 8 (2) and
Art. 13
BRITE 02Receive
information about registered transfer
proposal
08Decision to
transferSE Art. 8 (4) and (6) and Art. 59
09Send decision for
publicationSE Art. 8 (7)
10Enter in a diary
13Publication of the
decision to transfer
SE Art. 8 (7)
11Application
OK?
04.1Order company to
remedy the situation
04.2Remedy?
04Application
OK?No
04.3Reject application
04.4Receive decision
to reject application
15Opposition?
Yes
11.1Order company to
remedy the situation
11.2Remedy?
No
11.3Reject application
11.4Receive decision
to reject application
No
No
17Issue a certificate to the company attesting to the
completion of the acts and
formalities to be accomplished
before the transferSE Art. 8 (8)
16Present
documentation to the old Member State BR which satisfies that the
interests of creditors and
holders of other rights in respect of the company have been adequately
protectedSE Art. 8 (7)
19Send application to new Member
State BR including a copy of the
certificate issued from the old
Member State BRSE Art. 8 (9)
21.2Remedy?
21.4Receive decision
to reject application
BRITE 08Receive request and return such information/data
BRITE 14Receive the
notification from new Member
State BRSE Art. 8 (11)
25Deletion of the old
registrationSE Art. 8 (11)
BRITE 04Receive
information about rejected
application
BRITE 15Send notification of
deletion
BRITE 16Receive
notification of deletion
Yes No
15.1The court settles the dispute on
whether the claim exists or if it is
satisfactory secured
SE Art. 8 (7)
No
21.3Reject application
20Enter in a diary
21.1Order company to
remedy the situation
BRITE 07Request
information/data
21Application
OK?
BRITE 09Receive
information/data
Yes No
26Publication of the
deletionSE Art. 8 (12)
24Publication of the new registrationSE Art. 8 (12)
BRITE 05Send information
about issued certificate
BRITE 06Receive
information about issued certificate
14Opportunity to
oppose transfer SE Art. 8 (7)
Yes
BRITE 03Send information
about rejected application
23Publication of the
transferSE Art. 14 (2)
22Registration of the
companySE Art. 8 (11)
BRITE 13Send notification
to the old Member State BR
SE Art. 8 (11)
05Registration of the transfer proposal
12Registration of the
decision to transfer
Yes
18Receive certificate
SE Art. 8 (8)
BRITE 10Send pre
registration notification
BRITE 11Receive pre registration
notification and return information
BRITE 12Receive
information
Yes
Yes
11th Directive on Branches
• Significant increase in cross-border registrations10% of new German companies registered in the UKMany other examples of cross border registrations
• Companies being dissolved without the register of the branch (or the company!) being aware
• Taking a layered approach to improving functionality
• Revisit the SLIM proposals on branches
Branch - Levels of communication
• Let the register of the branch – the host register - get data and documents directly and securely from the company’s home register
• Let the home register find, and get information from, any host register
• Notify the host register of events (insolvency, change of constitution etc.) on the home register and vice versa
• Let the public while viewing the home or host register, link directly to the data on the other register
Branch – the SLIM proposals
“Disclosure exclusively takes place in the home state of the company and remains subject to the regulations of that state, which will also determine, pursuant or in addition to the directive which information should be disclosed;
In the host state, no additional filing should be required, third parties being able to retrieve the documentation from the electronic database in the home state;”
“conditional upon the availability of a Europe- wide company data dissemination network.”
Cross-domain interoperability
• Allow the business registers communicate cross-borders with other agencies
• Support the implementation of directives and regulations in other domains
• Carry other information on companiesTransparency Directive
Know Your Client rules
eProcurement Take-up
• The action plan for electronic public procurement promotesStandardisation of business documentsUniform tendering documentsCertificates and business documents to be available in
electronic form.
• The Amendment of the First Company Law DirectiveMember States shall take the necessary measures to ensure
that certification of electronic copies guarantees both the authenticity of the origin and the integrity of the content, by mean at least of an advanced electronic signature
eProcurement Take-up
• Focus on a common Business Certificate • Support the reduction of administrative
burdens for companies: • Tendering PA to check and acquire data
about the companyAt national level (for “national” companies), with a direct link
to the national Business RegisterAt EU level (for “foreign” companies), with a link, again, to the
national Business Register that “mediates” the interconnection with the “foreign” Business Register using the EBR network.
BRITE Concertation Board
• Business Registers from all over Europe to be involved as well as DG Internal Market, DG Enterprise, OECD
• Validate progress and results• Extend the project partnership• Prepare for implementation• Interest from Asia/Pacific and North America• Other Public Administrations to be invited• First meeting, Venice, 21st of September 2006
