                     COUNCIL OF                         Brussels, 11 November 2009
             THE EUROPEAN UNION


                                                        15801/09
                                                        ADD 1




                                                        DRS 67



COVER NOTE
from:              Secretary-General of the European Commission,
                   signed by Mr Jordi AYET PUIGARNAU, Director
date of receipt:   6 November 2009
to:                Mr Javier SOLANA, Secretary-General/High Representative
Subject:           Commission Staff working document: Progress Report accompanying
                   document to the Green Paper The interconnection of business registers


Delegations will find attached Commission document SEC(2009) 1492.


                                 ________________________


Encl.: SEC(2009) 1492




15801/09 ADD 1                                                        EB/mg                 1
                                            DG C I                                         EN
     COMMISSION OF THE EUROPEAN COMMUNITIES




                                   Brussels, 4.11.2009
                                   SEC(2009) 1492




     COMMISSION STAFF WORKING DOCUMENT


                    Progress Report

              Accompanying document to the

                     GREEN PAPER

         The interconnection of business registers


                  {COM(2009) 614 final}




EN                                                       EN
     1.    INTRODUCTION

           In Europe, business registers1 offer a range of services, which may vary from one
           country to another. The core services provided by all registers, however, are to
           register, examine and store company information, such as information on the
           company's legal form, its seat, capital and legal representatives, and to make this
           information available to the public. The cross-border cooperation of business
           registers is indispensable to ensure that reliable information is available
           electronically on companies all over Europe. Improving this situation was identified
           by the High Level Group of Independent Stakeholders on Administrative Burdens as
           a means of facilitating cross-border economic activities. Citing possible savings of
           161m regarding certain information obligations stemming from the Eleventh
           Company law Directive2, the experts were fully in support of achieving
           interoperability between trade registers throughout Europe3. Since this cooperation
           does not at present involve all Member States, this progress report analyses the
           current legal and factual situation in order to see where this environment could be
           improved and some of the potential savings identified could be brought about.
           Suggestions on the way forward are contained in the Green Paper, which this
           progress report accompanies.


     2.    LEGAL CONTEXT

           Cross-border cooperation of business registers is required explicitly e.g. by the
           Directive on cross-border mergers4 and by the Statutes for a European Company
           (SE)5 and for a European Cooperative Society (SCE)6. Furthermore, the disclosure
           requirements for foreign branches (established by the Eleventh Company law
           Directive (89/666/EEC)) and the jurisprudence of the European Court of Justice on
           company mobility7 render such cooperation indispensable in practice. Finally, once




     1
          The term "business register" used in this progress report comprises all the central, commercial and
          companies registers within the meaning of Article 3 of the First Council Directive of 9 March 1968 on
          co-ordination of safeguards which, for the protection of the interests of members and others, are
          required by Member States of companies within the meaning of the second paragraph of Article 58 of
          the Treaty, with a view to making such safeguards equivalent throughout the Community
          (68/151/EEC).
     2
          Eleventh Council Directive 89/666/EEC of 21 December 1989 concerning disclosure requirements in
          respect of branches opened in a Member State by certain types of company governed by the law of
          another State (OJ L 395, 30.12.1989, p. 36).
     3
          Opinion of the High Level Group of Independent Stakeholders on Administrative Burdens ("Stoiber
          Group") on the priority area company law / annual accounts, 10 July 2008,  22,
          http://ec.europa.eu/enterprise/admin-burdens-reduction/docs/080710_hlg_op_comp_law_final.pdf.
     4
          Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-
          border mergers of limited liability companies (OJ L310, 25.11.2005, p. 1).
     5
          Regulation (EC) 2001/2157 of 8 October 2001 on the Statute for a European company (SE) (OJ L 294,
          10.11.2001, p. 1).
     6
          Regulation (EC) 2003/1435 of 18 August 2003 on the Statute for a European Cooperative Society
          (SCE) (OJ L 207, 18.08.2003, p.1).
     7
          Centros (C-212/97), berseering (C-208/00), Inspire Art (C-167/01) cases.



EN                                                     2                                                          EN
             the Statute for a European Private Company (SPE)8 is adopted the number of cases
             that require cross-border cooperation may increase significantly.

     2.1.    Increased company mobility

             Over the past decade, the case law of the European Court of Justice (ECJ) has
             opened up the possibility for businesses to incorporate in one Member State of the
             European Union and conduct entirely their business activity in another. In the
             Centros case the ECJ pointed out that "it is contrary to Articles 52 and 58 of the
             Treaty for a Member State to refuse to register a branch of a company formed in
             accordance with the law of another Member State in which it has its registered office
             but in which it conducts no business where the branch is intended to enable the
             company in question to carry on its entire business in the State in which that branch
             is to be created, while avoiding the need to form a company there, thus evading
             application of the rules governing the formation of companies which, in that State,
             are more restrictive as regards the paying up of a minimum share capital. That
             interpretation does not, however, prevent the authorities of the Member State
             concerned from adopting any appropriate measure for preventing or penalising
             fraud"9.

             Studies10 show how the jurisprudence of the European Court of Justice increased the
             number of incorporations in other Member States11 over the last years. Entrepreneurs
             are more and more inclined to make use of the freedom to incorporate in a country
             which is best suited to their business needs. These incorporations are often followed
             by the establishment of a branch in their own Member State for the purpose of
             conducting their business. By way of illustration, Annex I shows the number of
             private limited companies incorporated in the UK whose majority of directors reside
             in another country (1997-2006).

             In such situations, according to the experience of a number of Member States,12 there
             are significant discrepancies between the content of the register of the company and
             that of the branch. Most often, the register of the branch is not notified about the
             insolvency or dissolution of the mother company.

     2.2.    Directive on disclosure requirements of companies

             The First Company law Directive (68/151/EEC) prescribes compulsory disclosure of
             a series of documents and particulars of limited-liability companies. The 2003
             amendment to that Directive required Member States to put in place a system of
             electronic registers by 1 January 200713. This modernisation of the Directive was


     8
            Proposal for a Council Regulation on the Statute for a European private company, COM(2008) 396
            final.
     9
            Centros case (C-212/97).
     10
            E.g. Becht, Marco, Mayer, Colin and Wagner, Hannes F.,Where Do Firms Incorporate? Deregulation
            and the Cost of Entry (August 2007). ECGI - Law Working Paper No. 70/2006; Journal of Corporate
            Finance, Vol. 14, No. 3, 2008 Available at SSRN: http://ssrn.com/abstract=906066.
     11
            Especially in the United Kingdom.
     12
            See table on page 13 on examples of existing branches of dissolved companies.
     13
            Article 1(3) of Directive 2003/58/EC of the European Parliament and of the Council of 15 July 2003
            amending Council Directive 68/151/EEC, as regards disclosure requirements in respect of certain types
            of companies (OJ L 221, 4.9.2003, p. 13).



EN                                                       3                                                          EN
             aimed at making company information more easily and rapidly accessible by
             interested parties and at simplifying significantly the disclosure formalities imposed
             upon companies.

     2.3.    Branches Directive

             Under the Eleventh Company law Directive (89/666/EEC) on disclosure
             requirements in respect of branches opened in a Member State by companies
             governed by the law of another State, certain documents and particulars concerning
             the company have to be disclosed in the register of the branch. A direct exchange of
             information between the concerned registers could facilitate the task of keeping the
             relevant information always up-to-date.

     2.4.    Cross-border mergers Directive

             Directive 2005/56/EC on cross-border mergers of limited-liability companies also
             foresees close cooperation of registers. Article 13 of this Directive stipulates that the
             registry for the registration of the company resulting from the cross-border merger
             shall notify, without delay, the registry in which each of the companies was required
             to file documents that the cross-border merger has taken effect. Deletion of the old
             registration, if applicable, shall be effected on receipt of that notification, but not
             before.

     2.5.    European Company

             Council Regulation (EC) No 2157/2001 on the Statute for a European company (SE)
             also requires registers to cooperate. A striking example relates to the transfer of the
             registered office. Article 8(11) of the Regulation requires that when the SE's new
             registration has been effected, the registry for its new registration shall notify the
             registry for its old registration. Deletion of the old registration shall be effected on
             receipt of that notification, but not before.

     2.6.    European Cooperative Society

             Council Regulation (EC) No 1435/2003 on the Statute for a European Cooperative
             Society (SCE) also requires cooperation of registers. Regarding the transfer of
             registered office, Article 7(11) states that when the SCE's new registration has been
             effected, the registry for its new registration shall notify the registry for its old
             registration. Deletion of the old registration shall be effected on receipt of that
             notification, but not before.

     2.7.    European Private Company

             Article 46(2) of the proposal for a Council Regulation on the Statute for a European
             private company lays down obligations of authorities responsible for registers. The
             authorities responsible for the registers14 shall cooperate with each other to ensure




     14
            Designated by the applicable national law in accordance with Article 3 of the First Company law
            Directive (68/151/EEC).



EN                                                    4                                                       EN
             that the documents and particulars of the SPEs listed in the draft Regulation15 are
             also accessible through the registers of all other Member States.

     2.8.    European Economic Interest Grouping

             It could also be useful to see how the different registers which are concerned in the
             case of a European Economic Interest Grouping could be better linked together.
             Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic
             Interest Grouping (EEIG)16 lays down in its Article 10 that any grouping
             establishment situated in a Member State other than that in which the official address
             is situated shall be registered in that State. For the purpose of such registration, a
             grouping shall file, at the appropriate registry in that Member State, copies of the
             documents which must be filed at the registry of the Member State in which the
             official address is situated, together, if necessary, with a translation which is in line
             with the practice of the registry where the establishment is registered.

     2.9.    Transparency Directive

             In the framework of the Transparency Directive17 a single electronic network or a
             platform of electronic networks across Member States should be set up for the so-
             called officially appointed storage mechanisms18. These storage mechanisms19
             should provide easy and fast access to regulated information on issuers. This tool
             shall also facilitate public access to information to be disclosed under the Market
             Abuse Directive20 and the Prospectus Directive21. The Commission
             Recommendation22 on the electronic network of officially appointed mechanisms for
             the central storage of regulated information referred to in the Transparency Directive
             (2004/109/EC) gives guidance to the Member States in order to ensure that the
             necessary steps are taken to effectively interconnect the officially appointed
             mechanisms. The Commission specifically recommended that Member States should


     15
            The list is composed of: the name of the SPE and the address of its registered office; the names,
            addresses and any other information necessary to identify the persons who are authorised to represent
            the SPE in dealings with third parties and in legal proceedings, or take part in the administration,
            supervision or control of the SPE; the share capital of the SPE; the share classes and the number of
            shares in each share class; the total number of shares; the nominal value or accountable par of the
            shares; the articles of association of the SPE; where the SPE was formed as a result of a transformation,
            merger or division of companies, the resolution on the transformation, merger or division that led to the
            creation of the SPE (Article 10(2) of the proposed Regulation).
     16
            OJ L 199, 31.07.1985, p. 1.
     17
            Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the
            harmonisation of transparency requirements in relation to information about issuers whose securities are
            admitted on a regulated market and amending Directive 2001/34/EC, (OJ L 390 31.12.2004 p. 38).
     18
            This is the aim of the guidelines the competent authorities of the Member States shall draw up under
            Article 22(1) of the Transparency Directive.
     19
            The officially appointed storage mechanisms are to be created by Member States according to Articles
            21-22 of the Transparency Directive.
     20
            Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider
            dealing and market manipulation (market abuse) (OJ L 96, 12.4.2003, p. 1625).
     21
            Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the
            prospectus to be published when securities are offered to the public or admitted to trading and
            amending Directive 2001/34/EC (OJ L 345, 31.12.2003, p. 6489).
     22
            Commission Recommendation of 11 October 2007 on the electronic network of officially appointed
            mechanisms for the central storage of regulated information referred to in Directive 2004/109/EC of the
            European Parliament and the Council (2007/657/EC), (OJ L 267 12.10.2007).



EN                                                         5                                                            EN
           encourage the competent authorities to draw up guidelines by 30 September 2010 for
           the future development of the electronic network looking at, inter alia, the technical
           interconnection with the electronic network developed by the national company
           registries.


     3.    STATE OF PLAY

           As businesses increasingly expand beyond national borders using the opportunities
           offered by the Single Market, it has become indispensable to make official and
           reliable information available to creditors, suppliers, business partners all over
           Europe. At the same time, operations such as cross-border mergers, divisions or seat
           transfers and the establishment of branches in other Member States have made the
           day-to-day cooperation of national, regional or local authorities and/or business
           registries a necessity.

           There are at present two projects which involve the cooperation between business
           registers.

            A majority of EU registers participate in the European Business Register (EBR),
             which currently combines registers from 18 Member States. This network allows
             users to access information through a common electronic platform.

            EBR was also working on a project, funded largely by the Commission to
             establish interconnection between registers (Business Register Interoperability
             Throughout Europe  BRITE).

           However recently some alternative ways for sharing information and cooperating
           through electronic means have opened up23.

            The Internal Market Information System (IMI) is being developed to support day-
             to-day administrative cooperation between public administrations and make
             internal market legislation work better. It is managed by the Commission. At
             present, IMI is used for cooperation under the Professional Qualifications
             Directive24 and, as from 28 December 2009, the Services Directive25.

            The e-Justice project aims at assisting the work of businesses, legal practitioners
             and judicial authorities and facilitating the access of citizens to judicial and legal
             information.

           All of these initiatives and their potential future use will be discussed below.




     23
          Note should also be taken of the Your Europe - Business portal, since it provides a single point of
          access at EU level to information and services provided by public administrations in support of
          businesses. This portal is jointly provided by the European Commission and national authorities.
          http://ec.europa.eu/youreurope/business/index_en.htm.
     24
          Directive 2005/36/EC of the European Parliament and of the Council of 7 September 2005 on the
          recognition of professional qualifications, (OJ L 255, 30.9.2005, p. 22).
     25
          Directive 2006/123/EC of the European Parliament and of the Council of 12 December 2006 on
          services in the internal market, (OJ L 376, 27.12.2006, p. 36).



EN                                                    6                                                         EN
     3.1.      European Business Register

               EBR26 is a network of business registers whose objective is to offer reliable
               information on companies all over Europe. Annex II contains the list of the members
               of EBR. Citizens, businesses and public authorities may subscribe to the services of
               EBR at the business register of their own country. Subscription enables them to
               search for a company name through all the registers which are members of EBR by
               submitting a single query in their own language. In some cases, it is also possible to
               search for the name of a natural person. As the result of the search, a specific set of
               company information becomes available, in the language of the query.

     3.1.1.    Historical background

               EBR started as a technical cooperation between business registries in 1992. Its origin
               can be found in the provisions of the First Company law Directive (68/151/EEC)
               that, in 1968, defined a mandatory list of information that limited-liability companies
               in all Member States have to register (Article 2). In 1992, France, Italy, Denmark and
               the United Kingdom took part in a project whose aim was to ensure easy, multi-
               lingual access to, at least, a standard set of official company data stored in the
               business registers of the countries concerned.

               EBR relied heavily on EU funding. The first project was financed by the
               Commission under ENS, the European Nervous System Programme in 1994. The
               pilot project demonstrated the feasibility of an Internet connection between registers.

               In 1996-1998 a second project financed by the Commission - Telematics Application
               Programme (Administrations) - allowed phase II of the EBR concept development.
               At the end of the project, the first service on the market was launched, providing
               access to 12 registers (Austria, Belgium, Denmark, Finland, France, Germany,
               Greece, Italy, Norway, Spain, Sweden and the UK) through a specific agreement
               with EBR.

               In 2001-2003 a third project (European Business Register - Open Network; EBR-
               ON) was financed by the IST Programme, Accompanying Measures specific to
               technology take-up measures, Key Action 1 (Action Line: IST-2001-1.3.2). The
               scope of the project was the enhancement of the IT platform in order to ease the
               integration of new parties and the creation of a common user interface that would
               help the launch of the service to the market.

               Migration from the old to the new platform and the launch of a new EBR service
               took place during the summer of 2004 of the new EBR service with the following 14
               providers: Austria, Belgium, Denmark, Estonia, Finland, France, Germany, Greece,
               Ireland, Italy, Latvia, Norway, Spain and Sweden.

               Cooperation between the participating registers was based on an Information Sharing
               Agreement (ISA) in which the contracting parties undertook the duty to give each
               other access to information stored in the business registers. Gradually, other
               countries joined the cooperation. Annex III gives an overview of the progress.



     26
              http://www.ebr.org.



EN                                                   7                                                   EN
               Decision-making in EBR was cumbersome as any amendment to the ISA required
               the unanimous agreement of all parties. Therefore, in 1998 EBR decided to
               incorporate in a European legal form, as a European Economic Interest Grouping
               (EEIG)27. However this legal change could not provide members with an EU-wide
               solution either as not every business register in the Member States was allowed by
               law to become a member of an EEIG, in particular because its members bear
               unlimited joint and several liability for the debts and other liabilities of the EEIG28.

               The adoption of the 2003 amendment of the First Company law Directive
               (2003/58/EC) promoted the future use of EBR since it made it mandatory for
               Member States to set up electronic business registers by 1 January 2007. The
               completion of the electronic databases opened the possibility for EBR to extend its
               services to all the Member States of the EU.

     3.1.2.    Current legal status

               Currently, the business registers of 24 jurisdictions take part in the EBR network29.
               18 of these countries are Member States30 of the EU while six are other European
               jurisdictions31. All these countries are parties of the Information Sharing Agreement
               that remains the basis for cooperation between the parties. Only 13 of the 24
               participants could become members of the EBR EEIG.

               Based on the ISA, the parties shall give each other non-exclusive access to the data
               stored in the business registers and deliver the predefined information in a
               standardised report. The access is ensured through a software provided by EBR in
               accordance with agreed technical conditions. The minimum service that the ISA
               requires from all parties is to provide for company search and company profile. In
               addition, there is a possibility to deliver standardised reports on person search,
               personal appointments and company appointments. Most countries, however, provide
               for even broader information. For example, 13 participants give access to annual
               accounts through EBR. The details of the current products can be found in Annex IV.

               On the other hand, the parties to the ISA are not obliged to become distributors of
               company data stored in the business registers of other countries. In some countries
               the law prevents the registers from selling business information originating from
               other states (e.g. the Companies House in the UK or the Companies Registration
               Office in Ireland). Some others may consider this as a second step to take after
               becoming an information provider towards other Member States (e.g. the
               Netherlands). Currently, only 14 members of EBR distribute data from other
               countries in their Member States (see Annex III). All participating registers have
               access to business information stored in the registers of other members though. The


     27       26
                 The EEIG is a legal body having the purpose to facilitate or develop the economic activities of its
              members and to improve or increase the results of those activities. Its purpose is not to make profits for
              itself. Its activity is related to the economic activities of its members and may not be more than ancillary
              to those activities (Article 3 of Council Regulation (EEC) No 2137/85).
     28
              Article 24(1) of Council Regulation (EEC) No 2137/85.
     29
              Lithuania and Guernsey have recently joined but have not been technically integrated in the network
              yet.
     30
              Austria, Belgium, Denmark, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia,
              Lithuania, Luxembourg, Netherlands, Slovenia, Sweden, Spain, UK.
     31
              FYROM, Guernsey, Jersey, Norway, Serbia, Ukraine.



EN                                                            8                                                              EN
               legal aspects of the data transmission in EBR and in particular the protection of
               personal data is governed by national law, including the provisions implementing the
               Community data protection rules32.

               As regards the EBR EEIG, its objectives are to facilitate and develop the activities of
               its members as well as to contribute to their performance and the increase of such
               performance. Thus, the EEIG's purpose is to manage general relationships between
               members within the EBR network, including but not limited to the maintenance,
               development, administration and updating of the EBR network and software;
               marketing services such as the publication of brochures, organisation of seminars,
               websites; the extension of the system and the service of new countries and R&D
               services in the field of gathering and distributing business register related
               information, including the participation to European Commission and public funded
               programmes; the development of common marketing and sales services of business
               registers public information on behalf of its members, or a member of the ISA co-
               operation33..

               The EBR EEIG is managed by a board with majority of members representing
               business registers, which are members of the EEIG, while the others are only parties
               to the ISA agreement. This structure has been developed in order to involve the
               parties to the ISA in the decision-making on EBR. Currently, the board is composed
               of five members, three of which are members of the EEIG.

               To summarise, the legal framework for EBR is, at present, based on a dual
               foundation. All of its members are parties to the Information Sharing Agreement
               between the business registers, but only about half of its members are currently
               taking part in the EBR EEIG that actually manages the network between the
               registers.

               The EBR EEIG was also the member of the consortium responsible for developing
               the BRITE project (see point 3.2).

     3.1.3.    Financing

               Similarly to the management of EBR, also its financing reflects the legal complexity
               of its status. The network is mainly financed by the fees paid by the ISA members.
               The joining fee currently amounts to 15,000 to cover the costs of the support service
               ensured by EBR in the process of joining the network. In addition, members have to
               pay 12,000, 15,000 or 18,000 annually for the use of the EBR software and the
               ongoing support services34.

               The income from royalties depends on the data traffic on the network that has
               increased gradually. In 2007 the total traffic was 200,000 searches, in 2008
               approximately 300,000. For 2009, 350,000-400,000 searches are expected. 70% of
               the total volumes are on company searches: it seems that for the moment the most


     32
              Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the
              protection of individuals with regard to processing of personal data and on the free movement of such
              data (OJ L281, 23.11.1995 p. 31-50).
     33
              Article 5 of the Articles of Association of the EBR EEIG.
     34
              The calculation is based on the GDP of the relevant countries.



EN                                                         9                                                          EN
               important aspect for the EBR users is to be able to identify a company and to check
               its current status at the register. The rest of the traffic is mainly on company
               appointments and financial information. The objective of EBR is to transform to a
               royalty-based system in the future. In addition to the annual fee members pay for
               EBR, they also agreed "to contribute to the development of the cooperation within
               the EEIG, either by placing human resources, hired or seconded by them, to the
               disposal of the EEIG or by an additional monetary contribution"35.

     3.1.4.    Membership in EBR

               EBR started off as an informal technical cooperation between business registries with
               the objective of providing each other and, at a later stage, businesses with reliable
               company information. Up until today the participation both in the ISA and in the
               EBR EEIG remains voluntary what has several impacts on the functioning of the
               network:

                The progress of extending the network is slow. The cooperation started in 1992
                 and as of today nine Member States of the EU are still missing from the
                 network36. Interest in EBR has grown significantly in the last few years, but the
                 integration of new countries in the network seems to be a lengthy process37.

                Business registers from non-EU countries became members of the European
                 Business Register. EBR is not limited to EU Member States, but encourages the
                 application of EEA countries (Norway) and other jurisdictions as well. Today,
                 Ukraine, Serbia, FYROM, Guernsey and Jersey are also members of the network.

                Business registers, in particular the ones that are financed from public finances,
                 have difficulties in finding the necessary funds to join the network and to pay the
                 annual fee.

                EBR itself does not have access to sufficient funding to employ staff necessary for
                 the faster expansion of the network.

                Historically, not all members provided confirmed official company data. Up until
                 2007, not all Member States had (centralised) electronic business registers which
                 are essential for the transmission of information through the EBR network. For
                 example, in Germany, where electronic business registers only existed in a few
                 Lnder, a private company was the member of EBR until 2008, and extracted and
                 electronically processed business data published in the Federal Gazette. Today,
                 following the establishment of the Unternehmensregister38 (electronic business
                 register), the Bundesanzeigerverlag (Publishing House) provides information
                 within the EBR framework, after being appointed for that task by the German
                 Ministry of Justice. In other member countries, either the official business register


     35
              Article 7 of the Articles of Association of the EBR EEIG.
     36
              Bulgaria, Czech Republic, Cyprus, Hungary, Malta, Poland, Portugal, Romania, Slovakia.
     37
              Integration a new member in the network generally takes between 3 and 18 months depending on the
              availability of in-house expertise, the nature of the current technology, the existence of online date
              access as well as the availability of resources to allocate to the development. However the net time
              necessary to integrate to the network and develop basic services (company search, company profile)
              does not require more than 30-80 person days.
     38
              http://www.unternehmensregister.de.



EN                                                         10                                                          EN
                   or a private company authorised by the business register or the competent
                   authority participate in EBR (e.g. Austria, Italy). In Belgium, discussions are
                   taking place for the entry of Banque Carrefour as a replacement for Coface
                   Services Belgium as the official provider of Belgian company data.

     3.2.      The BRITE project

               Developments in EU company law have gradually increased the need for cross-
               border cooperation of business registers. European legal instruments such as the
               cross-border mergers directive (2005/56/EC) and the European Company (SE)
               Statute (2001/2157) provided businesses with new options and additional flexibility
               while ensuring the protection of third parties such as creditors and business partners.
               EU law does, however, not fully address the details of the practical cooperation that
               is necessary to make requirements function effectively on a day-to-day basis.

     3.2.1.    The objectives of the BRITE project

               In 2006 a consortium comprised of business registries and related organisations,
               technical partners and researchers39 was awarded a 3-year contract by the European
               Commission under the Sixth Framework Programme40 to conduct a research project
               and develop technological solutions for the interoperability of business registers
               throughout Europe.

               BRITE's scientific and technical objectives were to develop and implement an
               advanced and innovative interoperability model, an ICT service platform and a
               management instrument for business registers to interact across the EU. The
               consortium worked on the basis of four service cases. They created technological
               solutions for cross-border seat transfers and mergers, for the better control of
               branches of companies in other Member States, for supporting e-procurement as well
               as the prevention of financial crime and money laundering. This paper only examines
               those service cases that are related to the enforcement of the company law directives,
               such as the Branch Disclosure Service (point 3.2.3) and the transfer of seat and cross-
               border merger procedures (point 3.2.4).

     3.2.2.    The elements of the BRITE project

               The technological solution developed in the BRITE project consists of several
               elements.

     3.2.2.1. Directory of Registers (DOR)

               The first step in the communication between business registers is to establish contact
               with the other competent register. The Directory of Registers is a central repository
               that stores basic information about business registers. It stores information such as
               the responsibilities, location and contacts within a registry. It also describes the
               services provided by the business registers.




     39
              For details, see http://www.briteproject.eu/project-overview/partners.
     40
              http://ec.europa.eu/research/fp6/index_en.cfm.



EN                                                          11                                           EN
     3.2.2.2. Registered Entity Identifier (REID)

              The REID has been proposed to identify entities in business registers by a number
              that is unique at world level. The REID follows the IBAN structure.




              The first part is the ISO Country Code, which always consists of two fixed characters in length.

              The second part is the unique Register Identifier, as specified by the Directory of Registers. It can be
              up to six characters in length and can contain the characters 0-9, A-Z, - and /.

              The third component is the unique Company Number within the register. This can be up to 20
              characters in length and is identical with in the company's registering number in its "home" register.

              The final constituent is a two character Check Digit. Check Digits are a "checksum" on a number or
              word to help prevent manual typing errors and are a simple and easy way to negate the human element
              of keying in data.

              A full stop delimits the Country Code, Register Identifier from the Number in Register, Check Digit
              and a separator hyphen separates the Number in Register from the Check Digits.

              REID does not require any change in the company's registering number in its
              national or local register but it is an external representation of the existing registered
              company number.

     3.2.2.3. Central Name Index (CNI)

              The objective of the CNI is to provide a central component to facilitate the controlled
              search of registered company names. A CNI prototype was developed to show the
              benefits of a centralised index, which is the predominant construct used by European
              countries with multiple business registers. It provides the ability to locate entities
              instantly without searching all local registers. The maintenance and organisation of a
              CNI would require a permanent administration entity.

     3.2.3.   Branch Disclosure Service (BDS)

              The Branch Disclosure Service is a central notification service that provides basic
              company information updates to the business registers. The purpose of the BDS is to
              enable a registry where a branch is registered under the Eleventh Company law
              Directive (89/666/EEC) to firstly, determine the status, in its home register, of the
              company that has established the branch and secondly, to be notified by e-mail of
              changes in that status. If the company's status changes in the register, the register of
              the branch has to proceed according to the legal provision prescribed by the



EN                                                         12                                                            EN
               applicable law41. Registers that through this service become aware of a change in
               status should make such inquiries into the meaning or significance of the status
               change as they consider necessary.

               In the context of the BRITE project, the Branch Disclosure Service was implemented
               between the business registers of the UK, Ireland, Sweden and Norway. There was
               also BDS established between Companies House (UK) and the business register of
               North Rhine-Westphalia (NRW)42. The table below gives some examples of the
               number of branches is relation to which the BDS helped to find out that the parent
               companies were already dissolved. This information allowed the Member States
               concerned to take action, where appropriate, with regard to branches operating in
               their jurisdiction.


                BDS partner           Parent company watches        Company watches returned as "not current"
                                      placed                        (overall percentage of the watches placed)

                Ireland                            7                                    1 (14.3%)

                Norway                          12,152                                 1946 (16%)

                Sweden                           204                                    27 (13.2%)

                Germany (NRW)                    3,757                                 646 (17.3%)

                UK43                               0                                       N/A

                Total                           16,120



               In addition to the above live data, trials recently conducted across a sample of 2000
               branches in the Dutch trade register returned 6% of the parent companies from other
               jurisdictions as having the status of being dissolved.

     3.2.4.    Transfer of seat and cross-border mergers

               The issue of the cross-border transfer of the seat of companies has been discussed for
               a long time in the European context. Currently, European legal forms such as the
               European Company and the European Cooperative Society are allowed to move their
               place of registration to another country, following common European rules.
               Consequently, one of the service cases developed by the BRITE consortium focused
               on this operation. In the meantime, the Council and the European Parliament adopted
               the Directive on cross-border mergers (2005/56/EC) and consequently the service
               case was extended to this situation as well.

               A service realising the implementation of these procedures requires a high degree of
               coordination among business registers throughout Europe. They generate



     41
              For example, contact the representative of the branch or remove the branch from the register ex officio.
     42
              The rollout of the BDS to the other Lnder in Germany was completed in September 2009.
     43
              UK currently acts only as a data provider to the Branch Disclosure Service.



EN                                                          13                                                           EN
              requirements for registries to exchange documentation for the companies involved
              and send notifications to each other.

              The service is built on the Directory of Registers that helps identify the competent
              register in the case. The use of the Registered Entity Identifier facilitates the
              identification of the company or companies that take part on the cross-border
              operation.

              In the case of seat transfer, the technological solution developed in the BRITE
              project would enable the business register of the home Member State to
              communicate the certificate about the completion of all acts and formalities to be
              accomplished before the transfer (Article 8(8) of the SE Regulation and Article 7(9)
              of the SCE Regulation). The solution would also make it possible for the business
              registry of the host Member State to have access to any relevant information about
              the transferring company (e.g. insolvency proceedings, winding up, etc.).
              Furthermore, the business registry of the host Member State could notify the registry
              of the home Member State about the registration of the seat transfer and enable it to
              delete the company from its old register (Article 8(11) of the SE Regulation and
              Article 7(11) of the SCE Regulation). The same solution could apply to cross-border
              mergers.

              The Central Name Index and the REID also increase the traceability of companies by
              making historic information more easily accessible.

     3.2.5.   Current situation

              The BRITE project was a research project that aimed at developing technological
              solutions for cross-border cooperation between business registers. These solutions
              were implemented in a few of countries to test their functionality.

              A comprehensive version of the Directory of Registers (DOR) was designed and
              implemented on the test BRITE platform. The version that is currently in use is the
              limited DOR implementation that serves to support the Branch Disclosure Service.
              This slimmed down version is incorporated as an internal service of the BDS and
              only comprises the information of the registers subscribed to BDS. The version
              implemented within BRITE, however, has the added features of search functionality
              presented through a web services interface.

              Also a version of the Central Name Index has been implemented and is currently
              deployed on the EBR servers. The test version provides a user interface to conduct
              CNI searches and is currently populated with the data of close to 8.7 million
              companies from UK, France, Germany, Ireland, Italy, Norway, Serbia, and Sweden.

              In the BRITE project a considerable amount of analysis was undertaken to map out
              the transfer of seat procedures as carried out by the participating business registers.
              The concrete output of this work culminated in a joint prototype between the
              Swedish and the Norwegian business registers and successfully simulated the
              transfer of seat between the two jurisdictions.

              A manuscript for procedures between business registers was created by BRITE to
              facilitate the simulation of cross-border merger scenarios. The manuscript presented
              in a questionnaire format contained questions allowing the analysis of merger


EN                                                 14                                                   EN
               process in individual jurisdictions. Cross-border merger simulations based on the
               manuscript were conducted between the registries and highlighted the different
               interpretations and implementations of the directives that impact cross-border
               mergers.

               Following the development of the services in the BRITE project, there has been no
               decision about their future use. The technological solutions are ready to be
               implemented, but there has been no solution found to ensure the maintenance of and
               regulate the responsibility for running the services. The BRITE consortium
               considered EBR as an organisation that could potentially maintain the services
               developed in the context of the project. The solution of a number of issues such as
               the lack of clear legal foundation of EBR, the voluntary membership and finally the
               lack of stable financing would, however, have to precede the launch of the services
               through this platform. The Swedish Companies Registration Office is hosting a
               conference this November 2009 with "Cross Border Business Information Sharing"
               as its main topic. The objective of the conference is to continue the work that is
               already going on in EBR, but also to develop the results of the BRITE project.

     3.3.      The Internal Market Information System (IMI)

               In March 2006, Member States endorsed a proposal to develop the Internal Market
               Information System (IMI). This decision was taken in the light of the importance of
               administrative cooperation for a dynamic single market, as recognised in the Lisbon
               Strategy44. IMI will also help to improve the application of Community law at
               national level, and thus contribute to the EU Better Regulation agenda45. IMI should
               also be seen in the context of the i2010 eGovernment Action Plan46 and its objective
               of "making efficiency and effectiveness a reality"47. It also aims at reducing
               administrative burdens.

     3.3.1.    The objective of IMI

               IMI is an electronic tool designed to support day-to-day administrative cooperation
               between public administrations in the Internal Market. IMI makes the electronic
               exchange of information between competent authorities possible by helping users in
               competent authorities to overcome important practical barriers to communication, the
               most important one being differences in administrative and working cultures,
               different languages, and a lack of clearly identified partners in other Member States.
               It supports all official EU languages.



     44
              Communication from the European Commission to the Spring European Council COM (2006) 30final
              "Time to move up a gear  the new partnership for growth and jobs", p. 18.
     45
              Communication from the European Commission to the Council, the European Parliament, the European
              Economic and Social Committee and the Committee of the Regions COM (2006) 689 "A strategic
              review of Better Regulation in the European Union", p. 3.
     46
              Communication from the European Commission to the Council, the European Parliament, the European
              Economic and Social Committee and the Committee of the Regions, COM (2006) 173 "i2010
              eGovernment Action Plan: Accelerating eGovernment in Europe for the Benefits of All", p. 6.
     47
              Communication from the Commission to the European Parliament, the Council, the European
              Economic and Social Committee and the Committee of the Regions on Delivering the benefits of the
              single market through enhanced administrative cooperation, Progress Report on the Internal Market
              Information System (IMI), COM(2008) 703 final.



EN                                                      15                                                        EN
              The development of IMI is based on three key principles:

               It does not impose additional administrative cooperation obligations on Member
              States beyond those already contained in the relevant Internal Market legislation;

               It provides the flexibility to respect the diverse administrative structures and
              cultures in Europe;

               It is a single system based on reusable building blocks. It is designed to be able to
              support many pieces of Internal Market legislation and will thus avoid a proliferation
              of information systems.

     3.3.2.   How IMI works

              IMI makes available to competent authorities in Member States a simple tool to find
              authorities in other Member States and to send them a request for information
              through a structured set of questions, which are based on specific areas of EU
              legislation. These predefined questions and answers have been pre-translated into all
              official languages by the European Commission translation services, thus providing
              reliable and legally valid language support.

              For example, a competent authority in Ireland could choose some questions            in
              English and send them to a competent authority in Hungary, who would be able         to
              read and answer the questions in Hungarian. The Irish authority would be able        to
              read the reply in English. In addition to the structured questions, it is possible   to
              include free text and to attach images or documents.

              In addition to the above, IMI offers a whole set of other features that will facilitate
              communication between competent authorities. In sum, these are:

               a directory of contact details and search criteria (including address details and
                information on competence) about relevant competent authorities throughout the
                EU;

               multilingual search facility for competent authorities;

               a list of predefined questions and answers (based on each specific piece of
                legislation) available in all official EU languages to help authorities communicate
                with each other;

               additional language support, including access to the European Commission online
                machine translation tool;

               a transparent set of procedures on how to deal with requests, agreed by all
                Member States;

               the possibility to exchange electronic documents and certificates;

               a request management tool to monitor progress and identify potential problems
                with specific information requests (including automatic e-mail alerts whenever an
                authority has to take any action in relation to a request);




EN                                                 16                                                   EN
               problem-solving mechanisms in case of disagreements between competent
                authorities.

              The workflow in IMI at its simplest looks as follows:

               Competent Authority (CA)   Action               Request gets status

               Requesting CA              Sends new request    Request sent awaiting acceptance

               Responding CA              Accepts request      Request accepted

               Responding CA              Replies to request   Request open information provided

               Requesting CA              Accepts reply        Request closed information provided

              Member States have to register their competent authorities in IMI in order to use the
              system. They are free to decide whether they register their competent authorities
              directly or follow a more centralised approach and designate one or more national
              contact points for the transmission of requests. In either case, IMI makes it possible
              to search for a competent authority in another Member State without prior
              knowledge of that Member State's administrative structure.

              In Member States that have decided to involve a higher level authority in approving
              requests or replies or in cases where two competent authorities disagree on the
              information to be provided, the workflow remains transparent but more steps are
              required to deal with the approval process.

     3.3.3.   Current situation

              Since March 2006, Member States and the Commission have been working together
              through the Internal Market Advisory Committee (IMAC) in order to develop the
              IMI system. Work has since then focused on the practical implementation of the
              administrative cooperation provisions set out in the Professional Qualifications
              Directive (2005/36/EC) and the Services Directive (2006/123/EC).

     3.3.3.1. Professional Qualifications Directive

              IMI was launched in November 2007 in support of the administrative cooperation
              provisions of the new Professional Qualifications Directive (2005/36/EC). After
              Member States identified and registered the relevant competent authorities in IMI,
              the pilot project was started in February 2008. It was limited to four professions
              (doctors, pharmacists, physiotherapists and accountants). All 27 Member States and
              three EEA countries took part in the pilot project.

              In June 2008, the Commission launched an evaluation exercise of the pilot project,
              based on statistical data and feedback from IMI users. Users of the system confirmed
              that IMI is easy to use and fit for the purpose of supporting cross-border
              administrative cooperation. In the five months of the pilot, more than 130
              information requests were dealt with through IMI (with an average of 26 per month).
              This indicates that competent authorities understand the added value to be gained
              from using IMI. Feedback was particularly positive about the language support and
              the ability to search for competent authorities. The pilot also identified a number of




EN                                                    17                                               EN
               areas where more work is needed to fine-tune the application in order to satisfy all
               Member State requirements48.

               Following the pilot project, the use of IMI was extended to the remaining professions
               (nurses, dental practitioners, veterinary surgeons, midwives and architects) to which
               the principle of automatic recognition applies. In addition, two more professions
               under the general recognition system were selected (secondary school teachers and
               radiographers). Compared to its first year of operation, usage levels have more
               tripled: in the first half of 2009 alone, 564 requests were sent through IMI, with an
               average of 94 per month. The system may be progressively opened to further
               professions on a demand-led basis. Currently, preparations are underway to introduce
               the craft professions.

     3.3.3.2. Services Directive

               Chapter VI of the Services Directive (2006/123/EC) (Administrative cooperation)
               contains detailed provisions relating to the electronic exchange of information
               between Member States administrations. A specific IMI application is currently
               being developed and tested by the Commission, in close cooperation with the
               Member States, to support the required exchange of information. This application
               needs to be fully operational by the end 2009 transposition deadline of the Services
               Directive.

               A very large number of competent authorities at local, regional and national level
               need to be registered in the IMI system to exchange information relating to service
               providers49. To help Member States prepare for the launch of the operational IMI
               network for the Services Directive, a pilot project is being carried out throughout
               2009. The pilot focuses on the registration and training of competent authorities as
               well as the testing of information exchanges on the basis of structured, pre-translated
               question sets.

     3.4.      E-Justice

     3.4.1.    Background

               From the beginning, the objective of e-Justice was to help justice to be administered
               more effectively throughout Europe by using ICT solutions for the benefit of
               citizens50. It represented an initial response to the threefold need to improve access to
               justice, cooperation between legal authorities and the effectiveness of the justice
               system itself. The use of such technologies would help to rationalise and simplify
               judicial procedures. It would reduce also procedural deadlines and operating costs, to
               the benefit of citizens, businesses, legal practitioners and the administration of
               justice.


     48
              See details in: Commission Staff Working Document, Implementation of the Internal Market
              Information System (IMI): report on the Professional Qualifications Directive pilot project, SEC(2008)
              2743.
     49
              Whereas there were about 600 in mid-2009, it is estimated that this number will grow to several 10,000
              competent authorities in a few years' time.
     50
              See also Communication from the Commission to the Council, the European Parliament and the
              European Economic and Social Committee on Towards a European e-Justice Strategy, COM (2008)
              329 final.



EN                                                         18                                                          EN
               The potential scope of e-Justice is very wide-ranging and will have to evolve in
               tandem with the European judicial area and ICT. It also provides solutions for cross-
               border procedures with the support of the European Judicial Network and Eurojust,
               helping to provide and create better justice across the EU. During a number of
               Council presidencies, the e-Justice initiative took a prominent place, particularly
               from the part of the Ministers of Justice and Home Affairs who continuously
               discussed the steps to be taken to further develop the field of e-Justice.

               One of the very specific projects potentially yielding tangible results was the
               European e-Justice portal, which is of particular interest to this analysis.

     3.4.2.    E-Justice portal

               The European e-Justice portal is still under preparation. Once in place, the portal will
               be the key point of access to legal information, legal and administrative institutions,
               registers, databases and other services with a view to speeding up the daily tasks of
               EU citizens, legal and other experts, the judiciary, employees and other professionals
               and entities within the framework of European justice.

               E-Justice activities are currently implemented in several priority areas. The
               Commission, for instance, has undertaken to set up the European e-Justice portal in
               close cooperation with the Member States. The portal will also include information
               on national and Community law as well as tools for practitioners encouraging wider
               use of videoconferencing in cross-border judicial cases, as this provides new
               possibilities for cooperation in proceedings between courts and other institutions.
               The portal is also to provide practical information on legal aid, mediation and the
               national judicial systems (applicable law, competent courts, costs of proceedings,
               individual rights and enforcement). Furthermore, the portal will provide help finding
               experts such as lawyers, notaries, translators, interpreters, mediators and bailiffs. In
               the medium term the portal is supposed to link up, inter alia, insolvency registers
               followed by other Member State registers, including business and land registers.

               The Council of Ministers decided under the French Presidency of the EU in 2008
               that the e-Justice system, as well as the European Justice Portal, should develop in a
               decentralised manner, reiterating an earlier decision taken by an informal meeting of
               the Ministers of Justice in Dresden in January 2007. It was also recognised that this
               nonetheless requires a certain co-ordination by a central body, which will accelerate
               the co-ordination of organisational, substantive and technical aspects. A first version
               of the e-Justice portal is now expected to go live in December 2009. Further
               development is to be carried out via two technical releases per year.

     3.4.3.    E-Justice portal and EBR

               The European e-Justice action plan for 2009-201351 sets out how the e-Justice portal
               would deal with the integration of EBR. It presented an approach in two phases. In
               the first phase, the e-Justice portal would provide a link to EBR. At this stage, it is
               also supposed to provide links to all national business registers. In the second, mid-
               to long-term phase, there would be reflection on the possibility for a partial
               integration of EBR into the portal itself.


     51
              Council Multi-Annual European e-Justice Action Plan 2009-1013 (2009/C 75/01).



EN                                                       19                                               EN
          Further analysis has been carried out by the Council Working Party on e-Justice
          which in its meeting on 30 and 31 March 2009 set up an informal group consisting of
          some delegations (Austria, Latvia and Germany) and the European Commission. The
          delegations, joined by the Czech Republic noted that further development was
          needed as the link to the EBR website did not grant the user access to the register
          data. To have access to this data the user either needed to already have a password
          for one of the registers interconnected within EBR or needed to register on the first
          visit.

          With a view to the range of solutions already provided by EBR, the delegations were
          of the opinion that the experience made should be taken into account in the
          framework of the European e-Justice portal rather than to duplicate what was already
          there. For the considered partial integration, for example, modern Web-Service-
          Technology may be used, but the details of the integration as well as the
          organisational possibilities are still to be discussed.


     4.   SUMMARY

          The interconnection of business registers serves two distinct, but related purposes:

           Access to information

          The European Business Register creates a network between registers with the
          objective of allowing citizens and businesses easily to access information in their
          own language about companies and/or their directors across Europe. This service
          increases transparency in the Single Market and enhances the protection of
          shareholders, creditors and third parties. In order to reach its full potential the
          network of business registers should be extended to cover all the Member States of
          the EU and only official data should be transmitted through the network.

           Cooperation of business registers and/or competent authorities

          The second purpose of the interconnection of business registers is to facilitate the
          control and registration of cross-border procedures, such as cross-border mergers or
          seat transfers. In this case, the competent authority and/or business registry must be
          clearly identifiable and there should be a reliable and pre-established communication
          channel between them. For this purpose, both IMI and the outcome of the BRITE
          project provide possible solutions. As regards ensuring the flow of information
          between the register of the parent companies and their foreign branches, a specific
          service has been developed within BRITE.

          Cross-border access to company information has been promoted significantly by the
          requirement that an electronic business register has to exist in every Member State as
          of 1 January 2007. In a number of Member States electronic registers are accessible
          in more than one language. Accordingly, access to company data from other
          countries is already possible in the EU. It should now be feasible to access official
          information on companies in every Member State, preferably in all official languages
          of the EU. However, as shown in this report, there are at present no formal
          mechanisms to ensure the cooperation of the competent authorities and/or business
          registries of the Member States in cases of cross-border operations. This leads to a



EN                                             20                                                  EN
     number of problems with respect to the use of languages, the identification of
     competent authorities in other countries and the method of transmitting information.

     Facilitating public access to information and promoting better cooperation between
     business registers are in line with the objectives of the provisions of the EC Treaty on
     freedom of establishment and of the company law directives. These provisions
     contribute to the protection of the interests of third parties and increase legal
     certainty. Accordingly, there is a need to consider how to improve participation in
     the network as well as in the cooperation between the Member States. This issue is
     addressed in the Green Paper on the interconnection of business registers, which is
     adopted by the Commission together with this progress report. It makes suggestions
     on possible ways forward to improve the existing situation and invites stakeholders
     to give their views on the examined options.




EN                                         21                                                   EN
                                                    TABLE OF CONTENTS

     COMMISSION STAFF WORKING DOCUMENT The interconnection of business registers
      progress report ...........................................................................................................................

     COMMISSION STAFF WORKING DOCUMENT The interconnection of business registers
      progress report ...........................................................................................................................
     1.           Introduction .................................................................................................................. 2
     2.           Legal Context ............................................................................................................... 2
     2.1.         Increased company mobility......................................................................................... 3
     2.2.         Directive on disclosure requirements of companies..................................................... 3
     2.3.         Branches Directive ....................................................................................................... 4
     2.4.         Cross-border mergers Directive ................................................................................... 4
     2.5.         European Company ...................................................................................................... 4
     2.6.         European Cooperative Society ..................................................................................... 4
     2.7.         European Private Company.......................................................................................... 4
     2.8.         European Economic Interest Grouping ........................................................................ 5
     2.9.         Transparency Directive ................................................................................................ 5
     3.           State of play.................................................................................................................. 6
     3.1.         European Business Register ......................................................................................... 7
     3.1.1.       Historical background .................................................................................................. 7
     3.1.2.       Current legal status ....................................................................................................... 8
     3.1.3.       Financing ...................................................................................................................... 9
     3.1.4.       Membership in EBR ................................................................................................... 10
     3.2.         The BRITE project ..................................................................................................... 11
     3.2.1.       The objectives of the BRITE project.......................................................................... 11
     3.2.2.       The elements of the BRITE project............................................................................ 11
     3.2.2.1. Directory of Registers (DOR) .................................................................................... 11
     3.2.2.2. Registered Entity Identifier (REID) ........................................................................... 12
     3.2.2.3. Central Name Index (CNI) ......................................................................................... 12
     3.2.3.       Branch Disclosure Service (BDS) .............................................................................. 12
     3.2.4.       Transfer of seat and cross-border mergers ................................................................. 13



EN                                                                        22                                                                           EN
     3.2.5.       Current situation ......................................................................................................... 14
     3.3.         The Internal Market Information System (IMI) ......................................................... 15
     3.3.1.       The objective of IMI................................................................................................... 15
     3.3.2.       How IMI works .......................................................................................................... 16
     3.3.3.       Current situation ......................................................................................................... 17
     3.3.3.1. Professional Qualifications Directive......................................................................... 17
     3.3.3.2. Services Directive....................................................................................................... 18
     3.4.         E-Justice ..................................................................................................................... 18
     3.4.1.       Background................................................................................................................. 18
     3.4.2.       E-Justice portal ........................................................................................................... 19
     3.4.3.       E-Justice portal and EBR............................................................................................ 19
     4.           Summary..................................................................................................................... 20

     ANNEX .................................................................................................................................... 24




EN                                                                        23                                                                           EN
                                                    ANNEX

     Annex I




     Source: Becht, Marco, Mayer, Colin and Wagner, Hannes F., Where Do Firms Incorporate? Deregulation and
     the Cost of Entry (August 2007). ECGI - Law Working Paper No. 70/2006; Journal of Corporate Finance, Vol.
     14, No. 3, 2008 Available at SSRN: http://ssrn.com/abstract=906066, p. 28.




EN                                                      24                                                       EN
     Annex II

     Members of the EBR network
     Austria: Telekom Austria AG (http://dataweb.telekom.at )

     Belgium: Coface Services (http://www.coface.be )

     Denmark: Erhvervs- og Selskabsstyrelsen (http://www.cvr.dk )

     Estonia: Registrite ja Infossteemide Keskus (http://www.rik.ee )

     Finland: Patentti- ja rekisterihallitus (http://www.prh.fi )

     FYROM: Central Register of the Republic of Macedonia (http://www.crm.org.mk )

     France: Institut National de la Proprit Industrielle (http://www.inpi.fr )

     Germany: Bundesanzeiger (www.bundesanzeiger.de )

     Greece/Athens: Athens Chamber Of Commerce And Industry (http://www.acci.gr)

     Guernsey: Guernsey Registry (https://www.greg.gg )

     Ireland: Companies Registration Office (http://www.cro.ie )

     Jersey: Jersey Financial Services Commission (http://www.jerseyfsc.org )

     Italy: InfoCamere S.c.p.A. (http://www.infocamere.it )

     Latvia: Lursoft IT (http://www.lursoft.lv)

     Lithuania: State Enterprise Centre of Registers (http://www.registrucentras.lt )

     Luxembourg: Registre de Commerce et des Socits du Grand-Duch de Luxembourg (https://www.rcsl.lu )

     Netherlands: Kamer Van Koophandel Nederland (http://www.kvk.nl )

     Norway: Brnnysundregistrene (http://www.brreg.no )

     Serbia: Serbian Business Registers Agency (www.apr.sr.gov.yu )

     Slovenia: Agency of the Republic of Slovenia for Public Legal Records and Related Services
     (http://www.ajpes.si )

     Spain: Servicio de Certificacion de los Registradores (http://www.registradores.org )

     Sweden: Bolagsverket (http://www.bolagsverket.se )

     Ukraine: Information Resource Centre State Enterprise (http://www.irc.gov.ua )

     United Kingdom: Companies House (http://www.companieshouse.gov.uk )




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     Annex III

     Services provided by EBR members52


                               Providers launching dates                Distributors launching dates

     Austria                   July 2004                                January 2005

     Belgium                   July 2004                                October 2004

     Denmark                   July 2004                                October 2004

     Estonia                   July 2004                                December 2004

     Finland                   July 2004                                September 2004

     France                    July 2004                                June 2005

     FYROM                     January 2009                             Not yet

     Germany                   July 2004                                May 2007

     Greece                    July 2004                                February 2005

     Ireland                   August 2004                              Not possible; awaiting legislative change

     Italy                     July 2004                                June 2005

     Jersey                    July 2007                                December 2008

     Latvia                    July 2004                                October 2004

     Luxembourg                June 2009                                Planned Autumn 2009

     Netherlands               February 2008                            Not yet

     Norway                    July 2004                                December 2004

     Serbia                    July 2009                                Not yet

     Slovenia                  April 2009                               Planned Q3 2009

     Spain                      July 2004                               June 2005

     Sweden                    July 2004                                December 2004

     Ukraine                   June 2008                                Not yet

     United Kingdom            June 2008                                Not possible; would require legal change



     52
                Lithuania and Guernsey have recently joined but have not been technically integrated in the network
                yet.



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      Annex IV

      Products provided by the members of EBR53


                                              Standard EBR reports

                     Company       Company       Person      Personal      Company
                                                                                              Other Products
                      Search        Profile      Search    Appointments   Appointments
                     x             x
     Austria
                     x             x             x         x              x
     Belgium
                     x             x             x         x              x
     Denmark
                     x             x             x         x              x              Annual accounts,
     Estonia
                                                                                         Articles of Association
                     x             x             x         x              x              Extract of Trade
     Finland                                                                             Register, Annual
                                                                                         accounts
     France          x             x             x                        x              Annual accounts
                     x             x
     FYROM
     Germany         x             x                                                     Annual accounts
                     x             x             x         x              x
     Greece
                     x             x                                                     Annual accounts,
     Ireland                                                                             Annual return,
                                                                                         Memo&Articles
     Italy           x             x             x         x              x              Annual accounts
                     x             x
     Jersey
                     x             x             x         x              x              Balance Sheet,
                                                                                         Profit & Loss, Annual
     Latvia                                                                              accounts, Statutes,
                                                                                         Certificate of
                                                                                         Registration
                     x             x                                      x              Annual accounts,
     Luxembourg                                                                          Articles of Association,
                                                                                         Incorporation deeds
                     x             x
     Netherlands
     Norway          x             x                       x              x              Annual accounts
                     x             x                                      x
     Serbia

                     x             x                                      x              Annual accounts,
     Slovenia                                                                            Extract of Trade
                                                                                         Register
     Spain           x             x                                      x              Annual accounts
                     x             x             x         x              x              Annual accounts,
     Sweden
                                                                                         Articles of Association




      53
                See footnote 52.



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                    x            x
     Ukraine

                    x            x              x         x                 x                 Annual accounts,
                                                                                              Annual Return, Articles
     United
                                                                                              of Association,
     Kingdom
                                                                                              Incorporation
                                                                                              documents

      Company search is the search by company name (or part of it) or company ID, it returns a list of companies
      meeting the search criteria. It is also possible to make a cross-country search that is launching a search by
      company name amongst several countries at the same time.

      Company profile is the usual company report with basic information about status, company type, address, paid-
      up capital, activity description.

      Person Search is the search by person name (or part of it) or ID, it returns a list of legal or physical persons
      declared at the business register.

      Personal Appointments is a report listing the companies where the officer holds a position.

      Company Appointments is a list of companies' directors and administrators. Information about shareholders is
      not available.




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