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FINLAND                                                               1 March 2010
Ministry of Employment and the Economy


Reply prepared by the Ministry of Employment and the Economy



Subject: Green Paper on the Interconnection of Business Registers, COM (2009) 614 final


      The European Commission has issued a green paper initiating public consultation on possible
      ways forward to improve access to information on business across the EU and more effective
      application of the company law directives. The commission has invited Member States to
      submit their views on the suggestions set out in the Green Paper.

      General remarks concerning the reply of Finland

      In this reply, Finland gives its preliminary views with regard to the Green Paper. It should be
      noted that the views expressed are not final, as the national consultations are still in progress.


      The questions raised in the Green Paper (page 10)

      `Interested parties are invited to give their views on

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

             REPLY 1: Finland supports the targets set in the Green Paper, with the aim of
             improved co-operation between business registries and access to register information.
             As cross-border procedures become more commonplace in companies, the co-operation
             between national business registries must also be enhanced.

             Enhancing the co-operation between business registries and developing access to
             information are highly commendable actions, especially from the standpoint of
             reduction of the administrative burden on companies, the smooth functioning of the
             Single Market, and increased legal certainty. Facilitating cross-border access to
             company information enhances transparency and strengthens trust in the functioning
             of the markets. Moreover, improved access to information on companies will
             contribute to combating the grey economy and financial crime.

             However, the practical achievement of the objectives set in the Green Paper largely
             depends on the solution chosen and its practical functionality. Finland is ready to
             discuss various solutions. In assessment of solutions, Finland emphasises the
             cost-effectiveness of the system, the functionality and flexibility of the information
             system chosen, the reliability and timeliness of the registers, and consideration for
             data and identity protection.

             In terms of the practical functioning of the system, it must be taken into consideration
             that no uniform business ID, allowing reliable and Union-wide identification of a
             company, has been introduced in Europe. Reliable identification of companies, as well
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       as compatibility and non-ambiguity of other information provided by the system, must
       be ensured in the system so that the information available through that system may be
       utilised well and targeted at the right company.

       To begin subsequent work, the commission must investigate the cost effects of various
       alternatives, the European Union's share of funding, and the legislative measures
       required by various alternatives. Only after this can ranking of the alternatives
       proposed be commented upon at a more specific level.


`- whether details of such co-operation could be determined by a "governance agreement"
   between the representatives of the Member States and the business registries'

       REPLY 2: It is not altogether clear what `governance agreement' refers to. Therefore,
       in this phase it would be premature to make comments on the appropriateness of the
       agreement. It may be sensible that the details concerning co-operation be agreed upon
       in a so-called government agreement whereas a firmer legal basis would be created for
       the most essential obligations of the business register network.


`- 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'

       REPLY 3: Finland is ready to consider the commission's plans to connect the network
       of business registers in the long term with the electronic network that is to be set up
       under the Transparency Directive, storing regulated information on listed companies.
       Even though connection of business registers with the information storage set up
       under the Transparency Directive will not necessarily provide any essentially new
       information to investors, it may be useful to enable the comparison of published
       information with registers maintained by authorities.


The questions raised in the Green Paper (page 12)

`Interested parties are invited to give their views on

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

       REPLY 4: In this phase, Finland has no definite view on which of the solutions
       presented in the Green Paper would provide the most appropriate basis for organising
       registry-to-registry co-operation in some cross-border procedures. The development of
       the existing European business register system may be considered a starting point for
       development of the co-operation. However, the EBR co-operation has been
       established to facilitate cross-border access to company information only and not to
       promote registry-to-registry co-operation in cross-border procedures such as
       cross-border mergers and seat transfers.
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      The EBR co-operation should be developed through enhanced co-operation in the
      above-mentioned situations. Moreover, the form of organisation of the EBR
      co-operation should be developed so that national registries of all Member States may
      act as full members of the EBR. The commission has presented three alternative
      solutions for enhanced co-operation. Finland is ready to discuss further measures
      based on these alternatives. Finland's view is that the procedures developed within the
      framework of the BRITE project concerning cross-border seat transfers, mergers, and
      checking of the data on branches registered in another Member State could provide a
      suitable starting point for subsequent work. However, it may prove problematic that
      the rights to the technological solutions of the project belong to the members of the
      BRITE consortium. Finland is not a member of the consortium. Moreover, the costs of
      the project may be too high.

      The Internal Market Information system (IMI) could provide a functioning channel for
      communication even though it was not originally meant for exchange of information
      between business registries. This system is used to exchange information under the
      Professional Qualifications Directive and the Services Directive. The benefit of IMI is
      that it has already been introduced in all Member States. The costs of this alternative
      could be lower than those of the alternative addressed above.

      When assessing the solutions, Finland focuses on the cost-effectiveness of the system,
      functionality and flexibility, the reliability and timeliness of the registers, and data and
      identity protection considerations. Moreover, the system must not impede the
      development of national business registers for the sake of improved functionality of a
      national legal system or on the basis of other national needs. The extent of verification
      of the correctness of the information provided by the system must meet the
      requirements generally applied in other Member States.

       (See also Reply 1, to the first question on page 10)


`- whether they support the proposed solution on the disclosure of branches'

      REPLY 5: In Finland's opinion, it is important that up-to-date register data be
      gathered on branches as well. It is probable that some of the data on branches
      contained in Finland's business register, too, is not up to date. The most problematic
      situation arises when the main company has been removed from the relevant national
      register and a branch continues operating in another Member State in spite of this. It is
      our view that the service allowing a check of the status of a foreign branch, developed
      within the framework of the BRITE project, could contribute to the timeliness and
      reliability of information. It may be necessary to amend the Eleventh Company Law
      Directive (89/666/EC) such that a legal basis is established for exchanging
      information concerning the transmission of data on foreign branches between business
      registries.
