
Courtesy translation
Latvia’s opinion on issues and solutions proposed in the Green Paper on the
interconnection of business registers {SEC(2009) 1492}
1. Providing the opinion on solutions proposed within the issue ,,Access to information — the network of business registers” of the Green Paper on the interconnection of business registers and answering the questions stated, Latvia would like to emphasize the following considerations and assessments:
1.1. Whether an improved network of the business registers of the Member States is necessary?
In the central registers, commercial registers and enterprise registers (hereinafier — business registers) of Europe there is stored only the information on entrepreneurships registered in the territory of the state or region to which the register belongs. The business registers cover information on entrepreneurships, including their legal form, legal address, capital and legal representatives; as well, this information is made public for society.
At the same time, by using the possibilities offered by the Single Market, enterprises expand beyond national borders - cross-border merging and restructurisation of enterprises take place. One more thing that has to be considered is the fact that enterprises whose legal status is formed in one country now has right to conduct business partly or entirely in another country. Therefore, the demand for access to information on enterprises in a cross-border context increases.
Considering the aforementioned, Latvia conceptually supports the initiative to develop the whole European business register that would ensure access to veritable information on enterprises in other countries. This would facilitate cross-border access to official and reliable enterprise information for creditors, business partners and consumers thus ensuring appropriate degree of transparency and legal clearness all over the European Union. By merging all European Union business registers the cross-border proceeding would become faster and the legal certainty would increase. At the same time, it may help to reduce costs for enterprises performing abroad as well as the costs that arise from the duty to ensure definite information.
Currently the cooperation among business registers is voluntary, the required commercial information is processed at least in 27 different business registers; there is no unified regulations and structure for searches. Furthermore, the language barrier exists, although the bulk of business registers provides the information in more than one language. By making the merging of all European Union business registers mandatory and at the same time ensuring the financial support from the European Union sources the engagement in the business register network would increase; thus ensuring the unification of all European Union registers and reaching the goal of developing the single cooperation network. The business registers involved in the single network have to comply with data security and protection requirements stated in the legal acts. Moreover, the issue related to the language banier has to be solved in order to ensure the accessibility of information.
Latvia would like to point out that the registration of enterprises in Latvia is done by the direct administrative institution - the Register of Enterprises of the Republic of Latvia (hereinafter the Register of Enterprises) that acts under the supervision of the minister of justice. The Ministry of Justice and the limited liability company ,,Lursoft” (hereinafter Ltd. ,,Lursoft”) has signed a contract on August 7, 2001 to ensure the performance of the Register of Enterprises as according to the contract it is allowed to use the automatized information system of the Ltd. ,,Lursoft” for a period of ten years without a charge. Thus the owner of information system which is used to register enterprises, provide information and ensure other activities and as well, processes all documents and data in electronic form as provided in the legislation is a
private company. The issue on performance of the Register of Enterprises after the term set in the contract is still to be considered by the Government of Latvia. Ltd. ,,Lursoft” as well is a partner of European Business Register (hereinafter EBR). 1.2. Whether the details of such cooperation could be determined by a ,,governance agreement” between the representatives of the Member States and the business registries? Latvia considers that it would be advisable to conclude the agreement on cooperation
zimorig the Membei States the aim of would be to ensine the flexibility of cobperéltioli and
in which the Member States could conclude whether to develop the whole European Union business register on the basis of already existing results of cooperation, e.g., the European Business Register, or to choose any other solution, when forming the whole European Union business register network and financing it from the sources of the European Union. Latvia considers that the above mentioned agreement has to involve solid requirements towards definite network criteria, but in order to promote the flexibility of cooperation, the technical requirements and details of cooperation could be defined by agreement between the representatives of Member States and business registers.
If the business register network of all the Member States is not financed by the European Union, then the development of it would be burdened due to insufficient fimding.
1.3. Whether there exists any added value in connecting, in the long term, the network of business registers to the electronic network set up under the Trasparency Directive storing regulated information on listed companies?
Latvia considers that the business register network covering official and reliable information on enterprises of Member States would be an important source of commercial information for other electronic networks and systems. Therefore, when planning the development of network in the long term, the development of cooperation between business register network and electronic network, in which the information on enterprises included in the lists of stock exchanges is stored, if in the result of the cooperation the information exchange is improved and better accessibility to information is ensured, would promote the reduction of administrative burden and can be supported as a long term initiative.
2. Providing the opinion on the most appropriate solution provided in the Green Paper on the interconnection of business registers to ensure cooperation among business registers in cases of cross—border merging and seat transfers and as well, on the proposed solution on disclosure of branches, Latvia provides the following answers:
2.]. Which solution or a combination of solutions Latvia favours to facilitate communication between business registers in case of cross-border mergers and seat transfers?
The Business Register Interoperability Throughout Europe (hereinafter BRIT E) is the research project and it has been initiated with an aim to promote cooperation among business registers by developing and adopting progressive model of interoperability, ICT service platform and management instrument. The technological solutions developed in the BRIT E project are based on cooperation of business registers and ensure a high level of interoperability. However, the technological solution developed within the project has been specially targeted at crossborder seat transfers and cases of merging and better monitoring of branches of enterprises registered in another Member State.
In Latvia’s view it has to be considered that the results of BRIT E project have not been used widely the functionality of the project has been tested only in five countries involved in the project (Ireland, Norway, Sweden, Germany and the United Kingdom of Great Britain and Northern Ireland). Although the technological solution is ready to be introduced, still the issue related to preservation has to be solved and as well, the responsibility for continuous maintenance is not regulated.
One more circumstance that has to be considered when evaluating the usage of the results of BRIT E project in cooperation of business registers in cases of cross—border merging and seat
transfers is the fact that technological solutions of BRIT E project belong only to members of the BRIT E consortium and the use of them may only take place on contractual basis. The BRITE consortium is made of 9 business registers that are coordinated by the EBR; technical partners of business registers; partners in the field of research and Technologies and two international research institutes in the field of financial regulation, entrepreneurship right and cooperative
management.
‘One of the technical partners of consortium is Ltd. ,,Lurs0ft”.
There do not exist calculations for the necessary financial contribution from each Member State, however, Latvia considers that due to limited financial resources the introduction would be burdened.
The Internal Market Information System (hereinafter IA/II) is an application software ensuring the usage of it in 27 Member States by offering simple instrument to ensure electronic communication and search possibilities in the whole European Union via the Internet. Requests for information in the [M system are processed by structural sets of questions and answers. The IM] system provides possibility to use different languages. At the same time, the M is made to attach and electronically send drawings and documents thus ensuring the possibility to exchange electronically documents and certificates. The aim of M is to reduce the administrative burden and to improve the daily cooperation and productivity among Member States. The M4] system is practically introduced in all EU Member States.
IMY is developed to implement legislative acts concerning the internal market in different fields and it is foreseen to be used as the main system. Furthermore, it is planned to widen the application of to enlarge the legal fields in which M could be used in the future. Currently, the procedures and workflows developed in the IMI could be used in information announcement procedures that are done in accordance to the directives of entrepreneurship rights. At the same time, it is possible to enlarge the number of currently usable procedures.
The supervisor of [MI is the European Commission. M is financed from the program of Interoperable Delivery of European eGovernment Services to Public Administrations, Businesses and Citizens. According to the opinion of Latvia the required contribution from Member States to ensure the usage of [MI in the business registers might not be considerable.
At the same time Latvia would like to point out that currently the aim of IMI is to support the regulation on mutual cooperation of the Professional Qualifications Directive (2005/36/EC) and as well to implement the regulation on administrative cooperation of the Service Directive (2006/123/EC), and to consider that IMI has not been developed for ensuring communication among business registers. The information within the IM is provided on corresponding information requests but the automatic announcement of information is not provided. Therefore, IMI cannot be used to provide automatized verification of enterprise or its branch for what regular bulky data verifications are required.
Considering the assessment given in the Green Paper on the interconnection of business registers and solutions offered to ease the cross-border communication among business registers in cases of cross-border merging and seat transfers, Latvia favours the combined usage of both results of BRITE project and IMI. As by widening the usage of results of BRITE project (technological solution) and by combining them with results (application software, information announcement procedures and workflows) and having possibility to develop them, the business register network would be less time-consuming. Simultaneously, the combinated usage of BRIT E results and [M1 would save financial sources, considering that Technologies of BRIT E are foreseen to ensure cooperation of business registers in cases of cross-border merging and seat transfers of enterprises, while [MI is widely used in 27 Member States and this system could assist in implementation of legal acts of the internal market.
2.2. Whether Latvia supports the proposed solution on the disclosure of branches?
The 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 does not state a requirement for cooperation of
corresponding registers in cross-border cases, therefore, Latvia supports the proposal to establish a legal basis for such cooperation. However, in order to ensure the implementation of such regulation, it is necessary to find appropriate technological solution. Considering that existing technological solutions that presently ensure the exchange of structural information among Member States cannot be used to ensure the automatized transfer of required amount of data to verify the status of enterprise or its foreign branch, Latvia considers that the development of appropriate technological solution can be financed from Union sources. In case it is not possible to ensure funding from the European Union sources then due to insufficient financial resources the implementation of the regulation could be essentially burdened.