C 267/22       EN                           Official Journal of the European Union                                        1.10.2010



              Opinion of the Committee of the Regions on `The interconnection of business registers'
                                                       (2010/C 267/06)



           THE COMMITTEE OF THE REGIONS

           -- draws attention to the decisive role of the Committee of the Regions, which as representative of the
              interests of the local and regional authorities has put forward options and alternative proposals in
              its previous opinions with a view to promoting the smooth operation of the internal market, increas
              ing transparency, facilitating the exchange of information and lightening the burden of administra
              tion at both local and regional level;

           -- recognises the vital significance of business registers to ensure the efficient functioning of the single
              market by providing reliable and up-to-date information for commercial purposes or to facilitate
              access to justice for all parties in all Member States;

           -- notes that access to information on cross-border mergers, seat transfers or establishment of branches
              in other Member States is a day-to-day necessity for the smooth functioning of the single market;

           -- stresses that obstacles to cross-border company law processes can, rather, be attributed to the lack
              of a pan-European system of electronic identification, for example a European electronic identity
              card, which would make it possible to allow the use of a legally binding digital signature and for
              this to be mutually recognised. This would be one of the main areas which would need to be rapidly
              tackled as part of the process of interconnecting business registers.
1.10.2010              EN                              Official Journal of the European Union                                          C 267/23



                  Rapporteur:                Uno Silberg (EE/EA), Member of Kose Rural Municipality Council

                  Reference document: Green Paper on the interconnection of business registers

                                             COM(2009) 614 final



I.  POLICY RECOMMENDATIONS                                                   7.  points out that information about a company is available in
                                                                             the country in which it is registered, but that access to this infor
                                                                             mation in another Member State can often be difficult as a result
THE COMMITTEE OF THE REGIONS                                                 of technical, legal, linguistic and other barriers;


Background                                                                   8.  believes that the existing voluntary cooperation between
                                                                             business registers is nonetheless not sufficient in itself and that
                                                                             more effective cross-border cooperation between these registers
1.  welcomes the European Commission's initiative on the Green               needs to be ensured. In the context of this cooperation it is par
Paper on The interconnection of business registers;                          ticularly important to ensure transnational access to information
                                                                             stored in the business registers, as well as the transparency, legal
                                                                             certainty and reliability of this information;
2.  is pleased that the European Commission has called on all
parties with an interest in the Green Paper to state their views on
the subject;                                                                 9.  points out that the current financial crisis has again made
                                                                             clear how important transparent financial markets are. In the con
3.  draws attention to the decisive role of the Committee of the             text of the financial reconstruction measures, improved access to
Regions, which as representative of the interests of the local and           up-to-date, official and reliable information on companies can be
regional authorities has put forward options and alternative pro             seen as a way of restoring confidence in the markets throughout
posals in its previous opinions with a view to promoting the                 Europe;
smooth operation of the internal market, increasing transparency,
facilitating the exchange of information and lightening the bur
den of administration at both local and regional level;                      Key messages

4.  shares the European Commission's view that business regis                10.  recognises the vital significance of business registers to
ters (1) play an essential role in this regard; they register, examine       ensure the efficient functioning of the single market by providing
and store company information, such as information on a com                  reliable and up-to-date information for commercial purposes or
pany's legal form, its seat, capital and legal representatives, and          to facilitate access to justice for all parties in all Member States;
they make this information available to the public;

                                                                             11.  acknowledges that increased company mobility is vital for
5.  agrees with the European Commission that cross-border                    economic growth and therefore recommends the implementation
cooperation of business registers is required explicitly by the              of a fully integrated system, providing equal access to informa
Directive on cross-border mergers (2) and by the Statutes for a              tion throughout the European Union;
European Company (SE) (3) and a European Cooperative Society
(SCE) (4);
                                                                             12.  notes that access to information on cross-border mergers,
6.  considers that, although minimum standards for the main                  seat transfers or establishment of branches in other Member States
services are laid down by European legislation, business registers           is a day-to-day necessity for the smooth functioning of the single
may offer additional services which differ from country to coun              market;
try. At the same time companies are increasingly active across
national borders and thus have the opportunity to register in one
                                                                             13.  appreciates the efforts of the Member States involved in the
Member State and pursue their business activities wholly or partly
                                                                             voluntary scheme to create an efficient platform for exchange, but
in another Member State. All of this has led to increased demand
                                                                             nevertheless calls on the European Commission to propose a legal
for public, cross-border access to company information;
                                                                             framework for European cooperation between business registers
                                                                             in order to replace the existing voluntary system with a fully inte
(1) The term `business register' used in the Green Paper comprises all the   grated ICT-based register;
    central, commercial and companies registers within the meaning of
    Article 3 of the First Company Law Directive (68/151/EEC).
(2) Directive 2005/56/EC of the European Parliament and of the Council
    of 26 October 2005 on cross-border mergers of limited liability com      14.  recalls the important role played by SMEs in the European
    panies (OJ L 310, 25.11.2005, p. 1).                                     economy and urges the Member States to adopt the Statute for a
(3) Council Regulation (EC) No  2157/2001 of 8  October 2001 on the          European Private Company (SPE), which, combined with an effi
    Statue for a European company (SE) (OJ L 294, 10.11.2001, p. 1).         cient system for interconnecting business registers, would facili
(4) Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statue       tate the expansion of small and medium-sized enterprises in the
    for a European Cooperative Society (SCE) (OJ L 207, 18.8.2003, p. 1).    single market;
C 267/24              EN                            Official Journal of the European Union                                         1.10.2010

15.  calls for the setting-up of a virtual network of European            would give rise to a common database with standardised entries,
business registers based on ambitious IT solutions;                       which would make it possible to achieve this objective if the accu
                                                                          racy of the register information can be guaranteed. Furthermore,
16.  advocates a review of relevant company-related directives in         efforts should be made to standardise the content of the register;
order to adapt their provisions to currently available technology,
in particular the use of IT systems;                                      23.  considers that the regulatory agreement proposed in the
                                                                          Green Paper is not a suitable tool for networking. If it is to be pos
17.  shares the view that it would at all events be helpful, when         sible to consult standardised data in a standardised form in each
interconnecting business registers, to make extensive use of the          national business register, the future system will, for example,
work already done in connection with the European Business                have to be regulated by revising the company law publicity direc
Register (EBR) and the BRITE project. With regard to the part             tive or in some other way;
which regulates the procedural cooperation between the net
work's business registers (mergers, transfer of the registered office,    24.  adds that efforts should, rather, be focused on making both
branches etc), shares the European Commission's view that the             the cross-border information which the new system would pro
system can most easily be established on the basis of the current         vide and information on domestic business registers available to
BRITE project;                                                            everyone on the Internet, if possible free of charge or for a mod
                                                                          est fee. The costs associated with this are already covered by fees
Proposals                                                                 levied by states for the collection of the relevant information -
                                                                          governments should not be in the business of trading in public
18.  points out that over the last 10 years ECJ case law (especially      information. Otherwise, under the cover of the future directive,
Centros (C-212/97), berseering (C-208/00) and Inspire Art                competition would be initiated with existing companies offering
(C-167/01)) has made it possible for companies to operate across          consultancy services;
borders and to move their registered offices;
                                                                          25.  shares the view that it would make sense to interconnect the
19.  stresses that in practice this right often cannot be invoked.        data obtained by implementation of the transparency directive
The reason for this lies less in the lack of interconnection between      with the new network of company registers. Thought should
business registers, however, and more in the fact that company            therefore be given to establishing an appropriate body of rules,
law and rules on business registers in the Member States do not           either by means of a directive or possibly even a regulation;
promote the transfer of a company's registered office abroad or
other cross-border activities, and that European legislation does         26.  points out that the lack of an interconnected business reg
not specifically call for such provisions;                                ister has not hitherto constituted a major obstacle to cross-border
                                                                          company law processes. Intelligent electronic solutions (such as
20.  considers that this problem will not be solved simply by             those used between Estonia, Portugal and Finland) even today per
interconnecting business registers. A solution would require pro          mit very comprehensive cooperation, so that company registers
visions of substantive and procedural law on the transfer of the          abroad can be consulted electronically without the need to travel
registered office of companies, which would need to regulate,             abroad;
among other things, cooperation between business registers;
                                                                          27.  stresses that obstacles to cross-border company law pro
21.  is convinced that one of the major barriers to the develop           cesses can, rather, be attributed to the lack of a pan-European sys
ment of true competition between states and regions is the fact           tem of electronic identification, for example a European electronic
that moving a company's registered office in the EU is effectively        identity card, which would make it possible to allow the use of a
impossible. Competition would mean that entrepreneurs would               legally binding digital signature and for this to be mutually rec
be attracted by the best business environment - and yet the trans         ognised. This would be one of the main areas which would need
fer of the registered office is at present extremely complicated;         to be rapidly tackled as part of the process of interconnecting
                                                                          business registers;
22.  acknowledges that interconnecting business registers would
make it easier for companies to obtain information on their part          28.  in conclusion, points out that all initiatives must comply
ners in connection with their business activities, and this is cer        with the subsidiarity principle and the principles of proportion
tainly welcome. A system of interconnected business registers             ality and better lawmaking.


              Brussels, 9 June 2010
                                                                                                      The President
                                                                                             of the Committee of the Regions
                                                                                                   Mercedes BRESSO
