       CCBE RESPONSE TO THE GREEN PAPER ON THE
 INTERCONNECTION OF BUSINESS REGISTERS (SEC (2009) 1492)




                          Identification number in the register of interest representatives: 4760969620-65



            Conseil des barreaux europens  Council of Bars and Law Societies of Europe
                                                       association internationale sans but lucratif
Avenue de la Joyeuse Entre 1-5  B 1040 Brussels  Belgium  Tel.+32 (0)2 234 65 10  Fax.+32 (0)2 234 65 11/12  E-mail ccbe@ccbe.eu  www.ccbe.eu
                                     CCBE Response to the Green Paper on the
                              interconnection of business registers (SEC (2009) 1492)



            The Council of Bars and Law Societies of Europe (CCBE) is the representative organization of around
            1 million European lawyers through its member bars and law societies from 31 full member countries,
            and 11 further associate and observer countries.
            The CCBE encourages stakeholder consultation for each new register interconnection project, given
            the differences between registers and their various legal frameworks.The responses in this document
            relate only to the project of interconnection of business registers.


            1. Interest of the interconnection for companies and European lawyers
            Lawyers are, in all Member States, legal advisers for businesses. As such, they constantly use the
            information provided by business registers to determine the legal status and economic situation of
            businesses involved in the cases they deal with. Moreover, they provide on behalf of their clients legal
            regularity of their operations and draft corporate documents required by company law.
            Companies that are clients of lawyers are increasingly involved in intra-Community economic and
            commercial activities, and from a legal profession point of view there is a clear need to have a single
            tool or interconnected system of information on the economic status and situation of companies in
            Europe.
            Once established, a consultation tool for legal data concerning all European companies will facilitate
            the work of lawyers to the benefit of their clients, and support the provision of their services throughout
            the community area, including legal support for cross-border transactions.
            It is important for lawyers and their clients that:
                      they have reliable and updated information on companies registered within business registers
                      and their executives (terms of office held in other companies or groups, for example);
                      this information is relatively homogeneous among the different Member States;
                      the perimeter of information available is broad enough to cover the financial information of
                      such pledges and liens, protests, etc. ... and some information such as "ban to manage".The
                      extent of information available from the UK's Companies House might be a good reference in
                      this regard;
                      such access could be available in one or more official languages of the European Union;
                      access is possible in a unique and homogeneous way, without necessarily going through the
                      intermediate levels of national registers;
                      accessibility is provided 7 days a week and 24/24, both in terms of visualisation of key
                      documents and in terms of ordering copies and extracts;
                      this access be provided at a low and more competitive cost than the current cost of consulting
                      the various national registers.
            Therefore, the CCBE hereinafter answers questions inspired by the Green Paper on the
            interconnection of business registers.




            Conseil des barreaux europens  Council of Bars and Law Societies of Europe
                                                       association internationale sans but lucratif
Avenue de la Joyeuse Entre 1-5  B 1040 Brussels  Belgium  Tel.+32 (0)2 234 65 10  Fax.+32 (0)2 234 65 11/12  E-mail ccbe@ccbe.eu  www.ccbe.eu
                                                                     23.01.2010
                                                                          2
            2. The principle of interconnection
            Stakeholders are asked to indicate whether, from their point of view, an enhanced network of
            business registers of Member States is necessary.
            The CCBE's view is that the interconnection of Member States business registers is necessary to
            ensure greater legal certainty for economic and commercial transactions within the EU and EEA, and
            to provide lawyers with an effective tool to inform and advise their clients.


            The Green Paper also raises the question of whether the modalities of such co-operation should
            be adopted as part of a "governance agreement" between representatives of Member States
            and business registers.
            The CCBE does not have sufficient expertise to accurately determine the legal and administrative
            arrangements that would be most appropriate to establish the interconnection of registers within the
            EU and the EEA.
            The CCBE suggests that:
            1) the interconnection must have an indisputable legal basis which guarantees companies and
            lawyers reading company information through it that the information is structured in a strictly identical
            way and has the same legal value as that recorded in national registers;
            and
            2) that the firm establishment of effective interconnection probably justifies that the different entities
            managing the national business registers are closely associated with this project and supervised in its
            implementation.


            It is then asked if there may be added value in connecting, on the long run, the network of
            business registers to the electronic network created under the Transparency Directive, where
            regulated information on listed companies is stored.
            The CCBE notes that Directive 2004/109/EC organises the harmonisation of transparency
            requirements in relation to information about issuers whose securities are admitted to trading in a
            regulated market and that such required information contributes to the objective knowledge of the
            market and economic situation of these companies.
            The CCBE also notes that this directive requires the issuers concerned to "file information with the
            competent authority of the home Member State under paragraphs 1 or 3, respectively, in order to ...
            enable filing by electronic means in the home Member State" (Article 19.4).
            Therefore, it seems useful to provide, as soon as possible, that such information relating to companies
            issuing securities can be accessed through the same electronic channel as all information relating to
            business registers, and can easily be associated with legal information relating to each company
            concerned.


            3.    Modalities of implementation for the interconnection
            The Green Paper asks stakeholders to indicate from what experience or existing projects they
            would consider it efficient to develop the future interconnection of national business registers.
            It referred to two options in particular: the first would be based on the results of the BRITE project and
            to designate or establish an entity responsible for providing the necessary services, extended to all
            Member States.The second would consist in using the Internal Market Information System (IMI),
            which is already functional and which, in capacity terms, could well be extended to other areas of EU
            legislation in the years to come.
            The CCBE does not have sufficient technical expertise nor thorough knowledge of both systems
            presented to make a precise and definitive choice on the issue.


            Conseil des barreaux europens  Council of Bars and Law Societies of Europe
                                                       association internationale sans but lucratif
Avenue de la Joyeuse Entre 1-5  B 1040 Brussels  Belgium  Tel.+32 (0)2 234 65 10  Fax.+32 (0)2 234 65 11/12  E-mail ccbe@ccbe.eu  www.ccbe.eu
                                                                     23.01.2010
                                                                          3
            However, it seems essential to combine three imperatives:
            1) the system should be established from the outset as an open system, specifically designed to meet
            the information needs of companies and their boards, and directly accessible by them without prior
            recourse to national register services, which would delay such access to information and probably
            increase the cost;
            2) that from the beginning or very soon after its establishment, the system should give access to all
            national registries of Member States of the EU and the EEA;
            and
            3) the successful solution should be specific to the peculiar structure of business registers in terms of
            information collected and authentication of its content and origin.
            Accordingly, the CCBE believes that - although already deployed in all countries of the Union - the
            Internal Market Information System (IMI) does not appear to have an open structure dedicated to
            information for companies (due to its intra-administrative nature) or to be easily adaptable to the
            specificities of business registers.
            Conversely, it seems logical to rely on the one hand on the experience gained with 18 Member States
            within the framework of the European Business Register (EBR), and to seek, on the other hand, to
            design the new interconnection system based on the results of the BRITE trial project recently
            completed by certain Member States of the EBR.
            Furthermore, the CCBE is in favour of the European Business Register (EBR) being built in the e-
            Justice portal. It also supports that this new interconnection system shall eventually be accessible
            through the e-Justice portal.




            Conseil des barreaux europens  Council of Bars and Law Societies of Europe
                                                       association internationale sans but lucratif
Avenue de la Joyeuse Entre 1-5  B 1040 Brussels  Belgium  Tel.+32 (0)2 234 65 10  Fax.+32 (0)2 234 65 11/12  E-mail ccbe@ccbe.eu  www.ccbe.eu
                                                                     23.01.2010
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