Interconnection of central, commercial and companies registers

Directive 2012/17/EU

Chris Pitt Lewis

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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??

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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

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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)

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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

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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

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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

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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

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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

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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

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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