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European Developments impacting on Business Registers

Paul FarrellChairman - European Business Register

Registrar of Companies Ireland

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Outline

• EBR • Follow up to BRITE• Services Directive• Internal Market Information system

(IMI)• CLEG and other contacts with the EC

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EBR Developments

• Expansion of the network• Strengthening of existing services• New platform• Challenges arising from BRITE

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Expansion of the network

• Luxembourg joined the network and went live on 1 June

• Lithuania and Guernsey joined the network in May

• The Netherlands, the Ukraine and the United Kingdom launched their service

• Portugal, will join in November 2009

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Expansion of the Network

• Serbia is going live on July 1st

• Acquired more products from: DEU, FIN, GBR, LVA, LUX, SVN

• Annual accounts from 13/22 providers

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EBR Official Sources

• In Germany we moved from Creditreform to Bundesanzeiger as the official member

• Discussions in Belgium for a change from Coface to the Banque-Carrefour des Enterprises - BCE

• Working with eJustice to implement EBR as the source of BR data

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Funding

• Historically a heavy reliance on grant assistance

• Annual Membership fee• Moving to royalties based revenue base (60%

increase in 2008)• Giving value added services to participants

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BRITE Project

• Cross Border Mergers Directive 2005• Sevic case December 2005

– Companies may merge across borders• Transfer of seat in EU law

– 14th Directive; SE, SCE, EEIG

• Cartesio

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Cartesio Effect

• Transfer of seat is now possible at the volition of a company

• There are no legal or technical provisions in place to support the process

• Need for a 14th Directive• Need for a working partnership as proposed

by the Presidency• Need for a technical solution

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European Parliament 10 march

“cross-border company migration is one of the crucial elements in the completion of the internal market”“Requests the Commission to submit to Parliament [ ] a [ ] proposal for a directive [ ] to facilitate the cross-border transfer within the Community of the registered office of a company …”

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EP – transfer of seat

“The competent authority in the host Member State shall give immediate notification of the registration to the respective authority in the home Member State. Thereupon, the home Member State authority shall remove the company from the register”.

–As in the cross border mergers directive.

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EP - SPE

The Commission should – maintain a central registry with

electronic links to the discrete national registries of Member States

– establish […] a database for SPEs,…concerning … registration, registered office, centre of activity, branches and any transfers of their registered office, transformation, merger, division, or dissolution

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BRITE Actions

• Service Cases 1 & 2• Transfer of seat; Cross border merger;

Enforcement of 11th Directive• Successful report at end March 2009• Business Register Requirements

– Directory of Registers– Central Names Index– Use of a common numbering system for

companies – REID– Branch Disclosure Service

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Directory of registers

• Will meet the requirements expressed elsewhere in the conference to ensure we know who we are dealing with

• Indexed by the register identifier in the REID• Must be made to work with the other

ECRF/CRF initiatives on identifying BR partners across the world

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EBR Platform to support these activities

• Allow expanded product offering• Centralised architecture• BR to BR secure links with language

neutral messaging• Enhanced quality of service• Enhanced network capacity

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Central Names Index

• Will support EBR name search routines• Open to web services access for other

functions• Can be updated in batch or real time• Demonstration currently available with

about 10 million entries

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REID

• Agreed layout for company numbers• No requirement to change the number in the

register

CC RRRRR . NNNNNNNNNNNNN - KK

Country

Register ID

Separator

Number in Register

Separator Check characters

Example: IECROCR.51950-65

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Branch Disclosure Service

• Simple concept developed from ECRF meeting in Paris– sorry we took so long

• Find the REID of the home company• Link in a database to the REID of the branch• BDS checks the status every night and notifies

changes

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…Branch Disclosure Service

• “Working” pilot from BRITE– Germany, Sweden, NL, UK, Norway &

Ireland• Revealing that about 6% of branches

HAVE NO COMPANY• Now available for implementation elsewhere

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Non – EBR EBR

Joining and set-up fee €5,000 €1,000

Annual fee €1,000 None

Service fee for each year

For the first 1,000 branches or part thereof

€1,000

For each further 1,000 branches or part thereof

€500

BDS Pricing

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BDS Contact

Simona Boscolo Bragadin

sbb@ebr.org

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NRW involvement in BAB activities

• Represented other German Länder and Department of Justice

• Demonstrated pilot BAB services in the eJustice conference in Prague 18 & 19 February

• Reviewed the technical and legal context for future deployment of BAB services

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NRW Conclusions on BRITE

• BRITE clearly identified the importance of Business Registry to Business Registry communication

• It has set out the technical methodology that will support that communication and established and prototyped the components required for that interoperability

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NRW Conclusions

• In our opinion that work has been executed in a very appropriate manner and will be readily implemented in a live environment

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Recommendations (1)

• Create a European legal framework for legally binding cross border cooperation and interoperability of business registers.

• EBR should provide the organizational framework and the interoperability platform on which the communications between Business Registers shall take place.

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Recommendations (2)

• Establish a new board with participation only by representatives of Member States– Each Member State shall nominate one

member to this concertation board– Member States should required to

designate ALL 1st Directive business registers to be entered in the directory.

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Recommendations (3)

• Communications between business registers across the network shall have legal effect as though transmitted in writing

• Communications with business registers outside of the EU by Mutual Recognition Agreement

• The positive approach already adopted by the European Commission will need to be reflected in actual legislative proposals

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Follow up

• Commission’s advisory committee on company law (CLEG) convened a special meeting on BR issues and BRITE services– Vito Giannella presented BRITE– EBR represented through board members

and participants

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Next Steps

• CLEG meeting 8 September• Conference November 2009 under the

Swedish Presidency in conjunction with the Commission on the roll out of BR to BR links

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Thank you for your attention

Contact: paul_farrell@entemp.ie