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The Directive

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

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The Directive

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  1. Interconnection of central, commercial and companies registersDirective 2012/17/EUChris 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

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