European Business Register

Response to European Commission Green Paper:
The Interconnection of Business Registers




Date Issued: 29/01/2010         Issued By:   Paul Farrell on behalf
                                             of the Board
Comments by the European Business Register on the
Commission Green Paper on the Interconnection of
Business Registers
Introduction
The European Business Register (EBR) is pleased to respond to the consultation process initiated
by the Commission in its Green Paper1. The EBR takes note also of the Progress Report set out
in the Commission Staff Working Document that accompanied the Green Paper.2

This response has been prepared by the Board of the EBR EEIG in accordance with the strategy
adopted by the network as a whole.

As stated in the Progress Report, EBR is a network of business registers. Its objective is to offer
reliable information on companies all over Europe. The current function of the EBR network is
to enable easy public access to the information contained on those business registers.

The BRITE project was established and administered by EBR. Almost all of the Business
Registers in Europe (and some from outside of Europe) participated actively throughout the
project through the Concertation Board that validated its principal activities and results.

Following from the BRITE project, and also as part of its own development processes, the EBR
is enhancing its technology platform to enable secure BR-to-BR communications. Partners are
working towards the implementation of this technology (EBR 3.0) over the coming year.

The EBR network offers a platform that can meet the principal objectives set out by the Green
Paper, in particular:

       EBR offers a single access point to company information on the registers of its current
        24 European partners, 18 of which are the registers of EU Member States. Of the 6
        non-EU jurisdictions, Norway is a member of the EEA and Jersey and Guernsey are
        strongly associated with the UK. EBR currently supports a multi-lingual interface and is
        moving towards a fully multi-lingual service. EBR is also putting in place an index of all
        company names in business registers - the Central Names Index (CNI) - which could be
        useful to the e-Justice and IMI users and platforms. The index will establish the
        Registered Entity ID (REID), a unique numbering system for companies in accordance
        with the requirements of the 1st Directive.

       A Branch Disclosure Service (BDS) in support of the Eleventh Company law Directive
        (89/666/EEC) has already been tested and used by a limited number of participants and
        will soon be launched across Europe by EBR. EBR will allow access by all interested
        registries regardless of their membership of the EBR.




1 SEC(2009) 1492
http://ec.europa.eu/internal_market/consultations/docs/2009/interconnection_of_business_registers/gr
een_paper_en.pdf
2 COM(2009) 614 Final

http://ec.europa.eu/internal_market/consultations/docs/2009/interconnection_of_business_registers/w
orking_document_en.pdf


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              With reference to cross border mergers, EBR is in a position to dedicate itself, through
               its unchallenged domain expertise, to the establishment of the required BR-to-BR
               communication process.

              Flowing from the BRITE project, the European Commerce Register's Forum (ECRF),
               with EBR support, is already moving ahead in a practical way with the actual
               implementation of BR-to-BR links. A committee headed by the Registre du Commerce
               et Socit of Luxembourg, the outgoing presidency of the ECRF, is examining the first
               set of BR-to-BR services. They are looking in particular at transfer of seat and cross
               border mergers.


     Responses to specific questions raised
     The EBR is pleased to address specific issues raised by the Commission.

     Green paper 4.1; "Access to information  the network of business registers:

         Interested parties are invited to give their views on

         - whether an improved network of the business registers of the Member States is
         necessary,

         - whether the details of such a cooperation could be determined by a "governance
         agreement" between the representatives of the Member States and the business
         registries,

         - whether they see any added value in connecting, in the long term, the network of
         business registers to the electronic network set up under the Transparency Directive
         storing regulated information on listed companies.

         If the measures considered above are not judged appropriate, stakeholders are invited
         to explain the benefits of an alternative solution or, as the case may be, of keeping the
         current situation unchanged. Moreover, stakeholders are invited to provide evidence
         of the potential impacts in terms of costs and benefits, including simplification and
         administrative burden reduction, of the above options or the alternative solutions
         proposed.

2.

     Q1         "whether an improved network of the business registers of the Member
                States is necessary"

     EBR development has reflected the complexity of the business register domain across Europe.
     For reasons of history and constitutional structure, Member States have chosen different
     approaches to the registration of companies and compliance with the First Company law
     Directive. EBR has adapted to the complexity of that environment and, as progress on the SPE
     has shown, it is difficult but essential to cater for these differences.

     In the Green Paper the Commission raised the possibility of the establishment of a service by all
     registers of a web service providing a limited data set from the registers. The new EBR platform
     is based on web services and will provide a minimum data set. However it is the experience of


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EBR that as the network expands the amount of data that benefits from shared definitions
diminishes. It is essential to cater for the diversity of data being issued by registers; EBR 3.0
provides for that complexity. Business registers operate on national charging regimes based on
well established rules. An open free service would provide problems for a number of registers.

Notwithstanding the harmonisation of laws as set out in the company law directives, business
registers have a heterogenous set of legal structures and histories. The establishment of a single
legal entity capapable of meeting the resulting requirements of the various bodies has been
difficult. There is currently no identified legal vehicle which is capable of catering better for this
diversity. EULIS, (http://www.eulis.org/), the parallel organisation dealing with access to
national land registers has decided to use the EEIG legal structure. EUMETNET,
(http://www.eumetnet.eu/), the Conference of the European National Meteorological Services,
operates under an agreement between those services supported by a secretariat established as a
G.I.E/EIG.

EBR strongly believes that a network of business registers such as the EBR is necessary for the
implementation of certain company law initiatives within the European Internal Market. With
the new BR-to-BR communications, it will be necessary to put in place the appropriate legal
framework to give recognition and legal value to the information exchanged.

EBR considers, however, that considerable progress can be made in the meantime by agreement
with, and recommendations from, the Commission, for example that the remaining Member
States should direct their official registers to join the network, implement the basic BR-to-BR
services, and adopt the standards for the identification of registers and companies.

Q 2)      "whether the details of such a cooperation could be determined by a
          "governance agreement" between the representatives of the Member States
          and the business registries"

EBR agrees that certain aspects of the proposed interaction will require regulation by governance
agreement. Such an agreement would be greatly strengthened by being given recognition by an
EU legal instrument such as a directive. This would bring legal clarity and a requirement for full
EU coverage.

Q 3)      "whether they see any added value in connecting, in the long term, the
          network of business registers to the electronic network set up under the
          Transparency Directive storing regulated information on listed companies"

With reference to the Transparency Directive (2004/109/EC), we consider that a unique access
point to provide the financial information available at the registries would be beneficial for the
stakeholders and the purpose of a central storage mechanism.

EBR strongly supports the cooperation and direct link between the electronic network set up by
the Transparency Directive for the storage of regulated information on listed companies and the
EBR centralised service providing access to the EU Member States companies registers. Some
time ago the EBR offered its services to CESR in permitting this access to BR data and is willing
to continue those discussions.

Impact - Cost/benefit

The use of EBR for BR-to-BR communications will be very cost effective and will build upon
investments already made. Once the next version of the EBR platform is in place it will be
capable of managing the required BR-to-BR messaging at little additional cost.




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Progressing the current activities in respect of branches could bring major savings for businesses.
In addition, costs can be saved for registers and, in accordance with well established legal
principles, all such savings must revert to companies.

Green Paper 4.2; "Cooperation of business registries in cross-border mergers and
seat transfers":

 Interested parties are invited to give their views on

 - which solution or a combination of those solutions they favour to facilitate
 communication between business registers in the cases of cross-border mergers and
 seat transfers,

 - whether they support the proposed solution on the disclosure of branches,

 If any of the measures considered above are not judged appropriate, stakeholders are
 invited to explain the benefits of an alternative solution or, as the case may be, of
 keeping the current situation unchanged. Moreover, stakeholders are invited to
 provide evidence of the potential impacts in terms of costs and benefits, including
 simplification and administrative burden reduction, of the above options or the
 alternative solutions proposed.




Q 1)      which solution or a combination of those solutions they favour to facilitate
          communication between business registers in the cases of cross-border
          mergers and seat transfers

In accordance with the BRITE agreements, as EBR was the contractor for the components of
the BRITE project being brought forward to EBR 3.0, it holds the right to the use of those
services. EBR however proposes to use that knowledge for the benefit of the business registers.

All of the preliminary research has been done on cross border mergers and transfer of seat.
Already the Luxembourg working party is convened to progress this work in cooperation with
the EBR. EBR therefore considers that Option 1) as set out by the Commission is the most
appropriate for the cases described by the Paper. A network of business registers such as the
EBR is best placed to implement and exploit the results of the BRITE project. With the
completion of the coverage of the EU Member States and the consolidation of certain legal and
technical issues, EBR will have complete coverage in all the relevant business registers. Note also
that companies transfer seat already to Member States from non-EU jurisdictions and that such
transfers can be supported by EBR.

As is stated in the Green Paper, IMI and EBR have different purposes and functionality. The
automated platform of the EBR is capable of handling services such as the Branch Disclosure
Service without human intervention. That service generates tens of thousands of queries nightly
on the home registers and enables the automatic update of the host registers. EBR will provide
and support the platform tools, such as the Central Names Index, the Directory of Registers and
the REID company identification system, that have been deemed essential components of a
working BR-to-BR network. As far as we are aware the IMI service is not designed to support
such services and hence meet the objectives set out in the Green Paper.




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The EBR, like the registries themselves, works with publicly available data. As the EBR develops
BR-to-BR communications, it will be possible to integrate services seamlessly into the public
interface. For example, as the BDS identifies the home registration of companies on the register
of the branch, it would not be technically difficult to show publicly on the home register the
branches set up by a company. Such data would then be in the public domain and not stored in a
dynamic and transitory message exchange environment.

EBR does not however see a conflict between the IMI environment and EBR services. EBR is
happy to support IMI in its interface with business registers in the same way as it will work with
e-Justice in providing information to the judicial and legal systems.

Impact - Cost/benefit

The use of EBR for BR-to-BR communications will be very cost effective and will build upon
investments already made. Once the next version of the EBR platform is in place it will be
capable of managing the required BR-to-BR messaging at little additional cost at the network
level. Costs within registries would also be lower where the register has established the internal
connections to the messaging systems.

Q 2)      whether they support the proposed solution on the disclosure of branches

EBR agrees with the Commisison Paper on the need to cater for a legal basis and regulation for
the cooperation between Members States on the foreign companies Branch Disclosure.

Apart from the activities identified in the Commission's paper we must reflect on more advanced
concepts such as the recommendation in the SLIM initiative that the Eleventh Company law
Directive should be altered to provide that the registration of a branch should take place on the
register where the company is registered, and that no further registration should be necessary in
the jurisdiction where the company establishes the branch. It is understood that that proposal
was not brought forward because the technological infrastructure was not in place to support
proper control and disclosure. The adoption of EBR as the BR-to-BR connection would resolve
that problem, at least from a technological point of view.

Conclusion
EBR was associated with a meeting of the Commission's Company Law Experts Group in
September 2009. From that meeting we drew the encouraging conclusion that the vast majority
of Member States, and their experts, having given the matter considerable consideration in the
light of the excellent work done by the Commission, were of the opinion that EBR work on
deploying the conclusions of the BRITE project should be continued and adopted as the EU
approach.

Under the Swedish EU Council Presidency, Bolagsverket (the Swedish Companies Registration
Office) arranged a conference under the heading "Cross Border Business Information Sharing"
in November 2009. Representatives from business registers across Europe as well as from China
were invited and the attendance was good; about 70 delegates from 29 countries took part. The
conference considered in particular the Commission Green Paper and a presentation on that
paper by a Commission representative. In considering necessary cooperation between the BRs,
and the need to accomplish a suitable solution for that cooperation, the issue was explored from
the legal, functional and technical perspectives. A declaration was produced and unanimously
approved by the conference. This declaration establishes a road map with the explicit, but also
ambitious, target to have a fully operational infrastructure in place at January 1, 2012, and this
infrastructure will contain several key components that support the collaboration as requested in
the Green Paper.

The Conference concluded as follows:


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THE CONFERENCE:
       ACCEPTS the need to establish a standardised and legally valid solution for cross border
        cooperation between business registers across Europe as required in the relevant EU
        directives and otherwise;

       COMMITS TO participation in a process for the identification and implementation of
        the necessary actions, including the creation of a standardised and secure messaging
        environment; to the early establishment of a directory within which business registers
        will be properly identified and the use of a uniform company identification system; to
        working with existing projects; to the establishment and identification of the relevant
        authorities and institutions to undertake the agreed actions and

       to have a fully functioning infrastructure in place by January 1, 2012.

What is inherent in the Conference conclusions, unanimously agreed by the participants, is that
there are different roles and tasks to be performed and that the appropriate authorities need to be
identified to perform those roles and task. It is not a matter of establishing or identifying a single
institutional structure governing laws, messages to be exchanged and technologies. Different
roles will be played by different authorities bringing to bear different expertise and institutional
strengths. That is in complete accord with the approach being taken by the EBR in carrying
forward the BRITE recommendations.

EBR acknowledges that certain matters require an enhanced legal foundation. Business registers
must be able to issue and accept documents from other registers on the basis that they have full
legal effect.

EBR considers that it is logical to build on earlier political commitments. The EBR was initially
established by the European Commission as part of the European Nervous System (ENS) within
the Third Framework Programme of Research and Technological Development. At the
conclusion of the initial research phase, it was continued and expanded by the registries
themselves. EBR is by far the greatest success to emerge from the ENS investment by the
Commission. ENS was established to create links between administrations; as far as we can
determine EBR is the only surviving network established from that process. While its coverage is
not complete it is undoubtedly one of the most comprehensive voluntary intergovernmental
telecommunications networks of its type in existence.

Having been established by the European Commission it is established EBR policy to work
towards recognition of its activities and role.

The European Business Register dedicates itself to the furtherance of the Internal Market in
accordance with the principles set out in the Commission Green Paper and Progress Report. We
do that strengthened with domain expertise and appropriate technologies. In support of the
business registers we seek solutions that avoid duplication of effort and cost.



                                      __________________




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About EBR
The European Business Register (EBR) is an internet based network, established in 1992,
between providers of official public information on companies originating from currently 24
different business registers all over Europe.

The overall aim of EBR is to disseminate this information as widely as possible in order to
support one of the founding ideas of the European Union, i.e. an effective operation of the
Single European Market by the improvement of business transparency across Europe.

The EBR Service is a one-stop-shop service that allows users to inquiry the Companies
Registers' databases and retrieve public company data through standard reports and with a
multi-language interface.

EBR currently offers 5 standard on-line services and some other products delivered off-line.

The standard EBR services are the result of a first attempt to standardise company
information across Europe. The data originally extracted from the Business Registers are
compiled into common reports with the same layout and fixed data set.

Registers can make other products available, such as company statutes and annual
accounts, delivered in the format as originally filed at the Business Registers.



European Business Register EEIG

Headquarter
Square de Mees 37
BE-1000 Brussels, Belgium
Phone: +32 2 514 13 00
Fax: +32 2 514 44 45
Registration number: BE 0464304653

Website: http://www.ebr.org/

Contact: Ms Simona Boscolo Bragadin

Via G. Moroni 8
I-00162 Rome, Italy
Phone: +39 347 7628992
email: sbb@ebr.org




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