DG Internal Market and Services/
Company Law, Corporate Governance and Financial Crime Unit
European Commission
SPA2 03/103
B-1049 Brussels

Your Ref: COM(2009) 614
Our Ref: CDR-608
Interest Representative Reg. No: 4227861124-34


27 January 2010

Dear Sirs,

The Interconnection of Business Registers

I write to convey the comments of the Association of Chartered Certified
Accountants (ACCA) on the consultation paper on the above. As you will know
ACCA is the global body for professional accountants, supporting 131,500
members and 362,000 students throughout their careers, and providing
services through a network of 80 offices and centres.

We aim to offer the first choice qualifications to people of application, ability
and ambition around the world who seek a rewarding career in accountancy,
finance and management. ACCA works to achieve and promote the highest
professional, ethical and governance standards and advance the public interest.

General Comments
ACCA welcomes the Commission's desire to improve integration between
European Business Registers and its recognition of the importance of access to
up-to-date and official information on companies for commercial purposes and
in order to facilitate access to justice. ACCA is particularly comforted by the
Commission's renewed commitment to the value of reliable information in the
context of the planned Statute for a European Private Company and its
application to SMEs. ACCA has previously indicated its belief that the
availability of reliable and transparent information for stakeholders in small and
micro businesses is vital to encourage investment in and trade with such
entities. The creation of a reliable and accessible cross border information
network would facilitate and foster such activities through increased
transparency, bringing the goal of a true single European market closer to
realisation.

ACCA recognises that there are considerable legal and technical hurdles to be
overcome before a truly integrated repository for business information is
available across the whole EU, but is encouraged by the commitment of the
Commission to overcome these and the Commission's openness to consultation
on the best way forward. ACCA wholeheartedly supports the aims of the
consultation.

The Way Forward ­ Comments
An improved network of business registers of Member States is undoubtedly
necessary if the Commission is to move towards its goal of a single European
market for goods and services. Movement towards this goal would also achieve
the aims of the various company law Directives and Regulations.

ACCA considers that for the new network of registers to fully reach its potential,
it will need to be a complete, up to date source of information and its user
interface must be accessible by all potential users, whether corporate,
individual or institutional. In particular, any fully integrated network must be
based upon an automatic exchange of information concerning related business
entities in different territories, specifically but not limited to branch registration
information.

While much useful work has been done on a voluntary basis by the members of
EBR within their cooperative governance agreement, the natural limits of this
form of operation are now being reached. Any long term solution to the issues
identified must embrace all the Member States and comply with certain strict
minimum requirements for both the information stored and the practicalities of
storage, updating and retrieval of the information. Imposition of these terms
within a reasonable time frame may perhaps be best served by some form of
legislative direction. The existing parties of EBR would appear to be those with
the most relevant experience to push forward the adoption of and operation
under a new legislative framework.

ACCA notes that the Commission aspires to make information available not only
on individual companies, but also on "a group of companies active in different
Member States" through the one network. Desirable though this facility may be,
ACCA does not consider that the options currently available would be able to
support this aim. The existing registers which the project seeks to integrate do
not contain the necessary level of detailed ownership information, and in many
cases the relevant owners will be outside the EU and hence outside the scope
of any automated tracking through the network. Given that any picture of group
structures generated purely by reference to EU based information would
inevitably be incomplete, ACCA doubts that the value of such information would
be such as to justify the considerable extra costs and difficulties involved in
attempting to create it.

The existence of a wholly separate register of information under the
Transparency Directive will lead to duplication of information, and of effort in
providing and maintaining that information, and should be avoided. Integration
into the proposed new network of the existing electronic network set up under
the Transparency Directive storing regulated information on listed companies is
likely in the long run to cause significant technical issues. The architecture of
the existing network is unlikely to be entirely suited to the needs of the new
one, so a more effective solution is likely to be design of the new network and
user interface so as to easily integrate the information required under the
Transparency Directive and facilitate searching of that information from its
existing location in the short term, and from within the new network once it has
been transferred.

The same considerations underpin the response to the various solutions and
combinations of solutions proposed by the Commission. Experience indicates
that any attempt to adapt two or more existing electronic networks into a new
combined whole is likely to result in an unsatisfactory compromise which does
not fulfil the potential offered by a purpose designed new system. With this in
mind, ACCA supports the adoption of the results of the BRITE project as a
starting point for the new network. The crucial advantage of the BRITE network
is its active updating of cross-border information. Without this ability to
automatically reflect changes in a branch registration occasioned by changes to
the parent company's status, the utility of the network will be fatally
compromised and a further solution to that issue will have to be implemented.
The opportunity to incorporate all business information into a single definitive
repository is one which should be seized upon and exploited fully. Although
there will be legal and technical issues to resolve, the crucial importance of a
single source of reliable information to underpin any meaningful form of single
European market will make the effort not simply worthwhile but essential to the
success of the Commission's aims.
In this context, and in order to avoid duplication of effort, the adoption of the
BRITE model as a source for information combined with the e-Justice portal as
a route for access to the information seems likely to provide the most effective
long term solution. The users of business information are in many cases likely
to be users of the e-Justice portal for other purposes, and the e-Justice portal is
specifically designed for use by non-institutional users.

In the short term, the use of the Internal Market Information System (IMI) to
access the existing registers would meet the needs of users with specific
queries, and the information requirements for seat transfers. However, it does
not seem to offer a complete or long term solution. Whilst the fact that all
Member States already take part in IMI is an advantage, this cannot overcome
the fact that IMI is no more than a "passive" query system, and has no facility
for automatically updating the information contained in different territories'
registers. Moreover IMI has been designed for use by EU officials and
administrators, and while there is doubtless much to be learned from the
modular approach to its construction, these lessons can be incorporated into a
new structure more easily and usefully than IMI can be adapted for general
public consumption.

In conclusion, there are two fundamental requirements for any EU wide network
of business registers. Firstly, the information contained within the registers must
be kept up to date across territorial boundaries, and this will need to be done
automatically. Secondly, the portal for user access to the information must be
effective for the users and designed in such a way as to encourage the widest
possible use of and informed reliance upon the information. The path which
potentially offers the best combination of these two aims is integration of a
BRITE type network into the e-Justice portal, possibly via EBR.

I hope these comments will be of help, and would like to assure the
Commission of ACCA's willingness to provide further comments and support as
the need may arise.

Yours faithfully,




J V B Piper
Technical Officer, Tax and Business Law
