First-reading Council-EP political agreement within reach
By Sophie Mosca | Friday 27 January 2012
A political agreement between the Council and the European Parliament seems possible at first reading on the draft directive on the interconnection of trade registers, presented by the European Commission on 28 February 2011. At an informal three-way meeting, Kurt Lechner (EPP, Germany), the rapporteur appointed by Parliament, said MEPs could accept the compromise proposals presented by the Danish Council Presidency provided a minor modification is made. He advised Parliament of this, on 26 January, in the Committee on Legal Affairs (JURI). The next day, the Committee of Permanent Representatives (Coreper) endorsed the agreement, which still has to be adopted formally in plenary and by the Council.
The development of cross-border activities heightens the need for information about companies, which would be easier to obtain if national business registers were interconnected at EU level. Easier access to information on businesses based in all the member states, on a company’s legal form, registered office, capital or legal representatives, is important for consumers, existing or potential business partners and public administrations. The Commission, Council and Parliament agree on the need to improve the networking of registers, which today are managed at national level (eg in Sweden, Ireland and Denmark), regional level (eg Austria), or even local level (in Germany, for example). The different registers do not yet provide uniform information on European companies. The Commission estimates that this networking of national registers could lead to savings of €69 million a year.
Based on this consensus, the EU executive made the idea of electronic connection of national registers and harmonisation of their content one of the proposals of its Single Market Act and drafted a directive to this effect. This proposal, which is in line with the action programme for reducing administrative burdens in the EU, would amend three directives: the Company Law Directive (68/155/EEC), whose 2003 revision imposed the introduction of electronic registers by 2007, the Cross-Border Mergers Directive (2005/56/EC) and Directive 89/666/EEC on disclosure in respect of branches.
The text defines a minimum set of data common to all registers and available in all EU languages, and lays down rules to guarantee that the information is up-to-date. Member states would be obliged to make their registers interoperable, thus creating a network available through a single European electronic platform, for example a central web portal. It would be possible to conduct searches in the business registers of all acts defined as coming within the scope of the common set of data. To make it easier to monitor companies in cross-border situations, the Commission plans to set up a single identifier for parent companies and for branches.
A minor point nevertheless requires modification, according to Parliament: it concerns an increase in the period during which the Council and Parliament can object to a delegated act under the Company Law Directive. The EP would like to see it increased from two months, which can be extended by two months, to three months, which can be extended by another three months.
Tilman Götte, president of the Council of EU Notariats (CNUE), welcomes these advances. The CNUE is convinced that the interconnection of business registers will make a substantial contribution to enhancing the transparency of information on companies. Götte adds that the legislative proposal takes account of disparities between member states concerning the importance, quality and legal effects of information contained in business registers as well as the different procedures that exist in connection with registers.