The exchange of information in general becomes more important in economic life.
Information about businesses and companies is one of the preconditions to create
trust between economic parties. This aspect is especially relevant for cross-border
businesses. In the regard of different legal systems and different company legal
forms as well as foreign languages and commercial habits a lack of information
concerning financial and legal issues are able to cause uncertainty and restraint
commercial behavior. In addition to that, the importance of trust for economic
decisions gets even more relevance in difficult times like the current financial
crisis.


The European Commission's green paper faces these points and considers an
improved interconnection of business registers of the Member States as an
appropriate instrument to resolve these burdens. Basically the present green
paper points out three main aspects. Hereafter it is first of all necessary to offer an
appropriate access to all relevant information about businesses and companies
for all users of the European Internal Market. Beside the importance of creating
access it is indispensable that the user can rely on the information he obtains.
Furthermore the offered information has to be useful. In this regard the user has
to obtain the information in the language he used for his demand.


According to the significance of information about businesses and companies for
the economy in general a facilitated access to reliable information in a language
chosen by the user is indispensable. The interconnection of the business registers
of the Member States is able to offer a practicable instrument to achieve such an
access.


The actual state of interconnection offers already a wide range of possibilities.
The European Business Register (EBR) in particular enables an access to 24
national business registers. Furthermore the EBR offers the demanded
information to the user in his native language. Though, the actual scope of the
EBR is not satisfying. As an instrument to advance the European Internal Market
it is necessary that the business registers of all Member States are included.
Without the involvement of all 28 Member States at least the instrument is less
effective and the required and appropriate access to important information is not
achieved. Therefore the scope of the EBR has a deficit of quantity.


Compared to the EBR the Internal Market Information System (IMI) involves
already all Member States. Insofar the IMI enables an appropriate basis for a
European-wide system. Though, the IMI is developed to improve the
administrative cooperation between the Member States. In this regard the IMI
functions only as a closed cross-border instrument for administrative issues and is
not open to private users. Actually the IMI offers no links or services referring to
national business registers. Furthermore the aim of the IMI is limited to improve
the cooperation. In contrast to that, the IMI is not appropriate to create an
interconnection between the administrations of the Member States.


The actual instruments mentioned in the previous paragraphs do not offer a
satisfying system to obtain relevant information about businesses and companies
from national business registers. Concerning those Member States which do not
participate in the EBR, there is no possibility to receive information from business
registers in every European language. Therefore there is a need to enlarge the
scope of the EBR and to improve the interconnection of the national business
registers of the Member States.

Comparing the actual systems only the EBR seems to be able to serve an
appropriate basis for an improved interconnection of the business registers of the
Member States. The main issue of the EBR is to interconnect the national
business registers. In this regard the EBR is already focused on the aim to offer
reliable information in the native language of private users.

As the European Commission already mentioned in its green paper the
characteristic of the EBR as a voluntary cooperation has contributed to the its
flexibility. This flexibility should be maintained even if it might be necessary to
develop the EBR to an obligatory instrument. As already described, an effective
interconnection of national business registers requires the involvement of all
Member States at least. In this regard the scope of the EBR has to be enlarged
though on the basis of a legal obligation.


To maintain the flexibility of the EBR it is primarily necessary to regulate and to
harmonize the legal framework as less as possible. The aim should be an
improved network and not to create a centralized data instrument. Therefore it is
necessary that the Member States and the participating Third States are still
authorized to apply their national law concerning the scope of the information as
well as the data protection. Moreover the Member States should basically be
entitled to determine the required charges. In addition to that, the scope of an
improved network should be limited on business registers and its information.
Special Registers, which do not exist or are not traditionally established in every
Member State should not be involved in the foreseen network. Those registers
include special information e.g. about special professions or skills. Such special
information has no relevance for cross border relations and businesses at all and
has therefore no advantages. Further more the involvement of such specialized
registers requires a more intensive network. This causes a higher bureaucratic
effort and cost but does not bring any additional utility.


A centralized network regulating main issues as well as specific details leads to a
wide range of disadvantages. First of all a full harmonized interconnection system
creates significant bureaucratic burdens. All participating States would be forced
to adjust the content of their business registers to a certain level. Such an
adjustment is neither necessary nor justified regarding the gained profit. The
result of such a concentration would just achieve to higher costs and less
flexibility.


To achieve a better but still flexible interconnection of the national business
registers it is not only sufficient but necessary that the cooperation is determined
by an intergovernmental agreement.

The obligation of listed companies to publish a wide range of information has
improved the level of transparency within the European Internal Market. The
access to the published information is already well developed. There are in fact
different possibilities to obtain information. As the Transparency Directive
regulates in Article 21 (2) the home Member States have to ensure that there is at
least one officially mechanism to store the information and to offer the user an
easy access to it. In this regard a further connection to the national business
registers is not necessary and do not offer any added value.


Referring to a future and improved instrument for the interconnection of national
business registers it might be useful to add a connection to the special information
concerning listed companies. Such an additional connection would offer the user
the possibility to obtain important information about businesses and companies by
a single or a central access. In the regard of the user this would be an added
value or at least an advantage. On the other hand the additional connection to
information of listed companies should not achieve to an increasingly bureaucratic
or technical effort. The gained advantages for the user do not justify an additional
effort. The relation of the added value on the one hand and costs and efforts on
the other one is not appropriate if any additional measures are required.

Referring to cross-border mergers and seat transfers it is important that the
business registers of the concerned Member States are informed about the
changes in time. The correctness of information of official business registries is
indispensable to create trust and to save costs and effort of the user by trying to
obtain reliable information.


Beside the importance of an interconnection of business registers within the
European Internal Market as already mentioned before the requirements
concerning cross-border mergers and seat transfers rest primarily theoretical.
Cases of cross-border mergers and seat transfers might increase as the
European Commission declared in its green paper. Though, all in all these cases
rest rare. Therefore there is no urgent requirement to implement short-term
measures to improve the cooperation between the national business registers
concerning cross-border matters.


As far as an improvement is considered as necessary, the proposed solution
advances in the right direction. The European Commission takes all important
aspects like the requirement of an automatic notification in account. The proposed
combination of the results of the BRITE-project and the IMI offers the advantages
of both systems. Though the development and the enlargement of the IMI on the
basis of the BRITE-project should be seen and handled as a long-term measure.
Therefore it is necessary to solve completely the legal and technical obstacles
before. The new technologies of the BRITE-project are neither proofed
appropriately in practice nor originally intended to add the IMI. Without more
experiences it is not possible to apply the results of the BRITE-project in an
useful, economic and unbureaucratic way. In addition to that the legal property of
the technical invention of the BRITE-project belongs to the Members of the
BRITE-consortium. The European-wide application of these techniques implies a
contractual solution. Therefore the conditions of the application depend mainly on
the contract-parties and cannot be completely regulated or foreseen by the
European legislator.
