EN    EN EN 
 
EN    EN  EUROPEAN COMMISSION 
Brussels, 24.2.2011 
SEC(2011) 222 final 
  
COMMISSION STAFF WORKING DOCUMENT 
IMPACT ASSESSMENT 
  
Accompanying document to the 
 
Proposal for a Directive of the European Parliament and of the Council 
amending Directives 89/666/EEC, 2005/56/ EC and 2009/101/EC as regards the 
interconnection of central, commercial and companies registers 
 
SEC(2011) 223 final 
COM(2011) 79 final 
 
EN 2   EN This report commits only the Commission depart ments involved in drafting it and does not 
prejudge the final form of any deci sion to be taken by the Commission.
 
EN 3   EN  
COMMISSION STAFF WORKING DOCUMENT 
IMPACT ASSESSMENT 
  
Accompanying document to the 
  
Proposal for a Directive of the European Parliament and of the Council 
amending Directives 89/666/EEC, 2005/56/ EC and 2009/101/EC as regards the 
interconnection of central, commercial and companies registers 
 
TABLE OF CONTENTS 
1. Introduction ................................................................................................................ .. 7 
2. Procedural issues and consulta tion of interested parties .............................................. 8 
3. Context ..................................................................................................................... .. 10 
3.1. Business registers and business registration............................................................... 10 
3.2. Cross-border aspects of business registration and information.................................. 12 
3.3. The existing cooperation mechanis m between business registers ............................. 14 
3.4. The Internal Market Information System (IMI)......................................................... 16 3.5. The e-Justice project................................................................................................... 17  
4. Problem definition...................................................................................................... 17 4.1. Problem 1: Lack of up-to-date informa tion in the business register of foreign 
branches...................................................................................................................... 1 9 
4.1.1. Insufficient up-to-date information in the register of the foreign branch................... 19 
4.1.2. Impact of the lack of up-to-date information ............................................................. 20 4.2. Problem 2: Difficulties with coope ration between business registers on 
procedures for cross-border mergers a nd transfers of registered office..................... 22 
4.2.1. Cooperation on cross-border procedures.................................................................... 22 4.2.2. Impact of difficulties with cooperation ...................................................................... 23 4.3. Problem 3: Difficulties with cross-bord er access to business information ................ 24 
4.3.1. Diversity of languages, search  conditions and structures .......................................... 24 
 
EN 4   EN 4.3.2. Lack of a single access point...................................................................................... 25 
4.3.3. Lack of a single company identifier........................................................................... 25 4.3.4. Differences in the quality of the data  disclosed in the business register.................... 26 
4.3.5. Impact of difficulties with cross-border access.......................................................... 27 4.4. The combined impact of problems 1 to 3................................................................... 28 
5. Baseline scenario........................................................................................................ 28 6. Subsidiarity................................................................................................................ . 29 
7. Objectives.................................................................................................................. . 29 
8. Policy options and analysis ........................................................................................ 29 8.1. Cost scenarios............................................................................................................ . 31 
8.1.1. Scenario 1: Building on the EBR and the BRITE project.......................................... 31 
8.1.2. Scenario 2: Developing a soluti on combining the EBR with IMI ............................. 32 
8.1.3. Scenario 3: Building a ne w network of registers ....................................................... 33 
8.1.4. Conclusions on the costs a nd technological options .................................................. 34 
8.2. Cross-border cooperation on updating re gistrations on foreign branches.................. 34 
8.2.1. Option A1: No policy change — the baseline scenario ............................................. 34 8.2.2. Option A2: Recommend detailed rules for business registers on the method of 
cooperation on updating information on cross-border branches................................ 35 
8.2.3. Option A3: Lay down a legal requirement for business registers to cooperate by 
electronic means with a view  to updating the registration of foreign branches 
and specify the technical de tails of the cooperation................................................... 35 
8.2.4. Option A4: Lay down a legal requirement for business registers to cooperate by 
electronic means with a view  to updating the registration of foreign branches 
and specify the technical details of the cooperation in a delegated act or 
governance agreement................................................................................................ 36 
8.2.5. Comparing the options ............................................................................................... 37 8.3. Cross-border cooperation in procedures for cross-border mergers and transfers 
of registered office ..................................................................................................... 39 
8.3.1. Option B1: No policy change — the baseline scenario ............................................. 39 8.3.2. Option B2: Recommend detailed rules for business registers on the method of 
cooperation in procedures for cross-border  mergers and transfers of registered 
office......................................................................................................................... .. 39 
 
EN 5   EN 8.3.3. Option B3: Lay down legal requirements specifying the technical details of the 
cooperation between business registers in  procedures for cross-border mergers 
and transfers of registered office................................................................................ 40 
8.3.4. Option B4: Lay down legal requirements for cooperation and specify the 
technical details for procedures for cross-border mergers and transfers of 
registered office in a delegated act or governance agreement ................................... 40 
8.3.5. Comparing the options ............................................................................................... 41 8.4. Cross-border access to business information ............................................................. 42 8.4.1. Option C1: No policy change — the baseline scenario ............................................. 42 8.4.2. Option C2: Recommend detailed rules fo r business registers to ensure better 
cross-border access to information............................................................................. 42 
8.4.3. Option C3: Lay down a requirement for Me mber States to participate in an 
electronic network of business registers, along with the list of information to be 
transmitted through the network, the fr equency of updating the registered 
information and the technical details of the cooperation ........................................... 43 
8.4.4. Option C4: Lay down a requirement for Me mber States to participate in an 
electronic network of business registers, along with the list of information to be 
transmitted through the network and the frequency of updating the registered 
information but specify the technical deta ils of the cooperation in a delegated act 
or governance agreement ........................................................................................... 43 
8.4.5. Comparing the options ............................................................................................... 44 8.5. Summary of the recommended options...................................................................... 45 9. Monitoring and evaluation ......................................................................................... 46 
Annex 1 ........................................................................................................................ ............ 47 
Annex 2 ........................................................................................................................ ............ 55 
Annex 3 ........................................................................................................................ ............ 56 
Annex 4 ........................................................................................................................ ............ 57 
Annex 5 ........................................................................................................................ ............ 58 
Annex 6 ........................................................................................................................ ............ 62 
Annex 7 ........................................................................................................................ ............ 63 
Annex 8 ........................................................................................................................ ............ 64 
 
EN 6   EN Annex 9 ........................................................................................................................ ............ 65 
Annex 10 ....................................................................................................................... ........... 66 
Annex 11 ....................................................................................................................... ........... 68 
Annex 12 ....................................................................................................................... ........... 69 
Annex 13 ....................................................................................................................... ........... 70 
Annex 14 ....................................................................................................................... ........... 72 
 
EN 7   EN 1. I NTRODUCTION  
The current financial crisis has highlighted  once again the importance of transparency 
across the financial markets,  including on companies’ gove rnance and business activities. 
The Council’s Conclusions of 25 May 2010 c onfirmed that improving access to up-to-
date and trustworthy information on compan ies could encourage greater confidence in 
the market, help recovery and increase the competitiveness of European business1. 
Business registers2 play an essential role in this re gard; they register, examine and store 
information on, for example, a company’s legal form, its registered office, capital, legal 
representatives and annual accoun ts, and they make this information available to the 
public.  
Businesses are increasingly expanding beyond na tional borders to seize the opportunities 
offered by the single market. Progress in the field of information t echnology is making it 
easier for citizens and companies to purchas e and sell goods and services abroad. Cross-
border groups as well as many restructuring operations, such as mergers and divisions, 
involve companies from different Member Stat es of the EU. Furthermore, over the past 
decade the case law of the Court of  Justice of the European Union3 (ECJ) has opened up 
the possibility for businesses to incorpor ate in one Member St ate and conduct their 
business activity partly or entirely in anot her. Accordingly, there is increasing demand 
for access to information on companies in a cr oss-border context, either for commercial 
purposes or to facilita te access to justice.  
Cross-border access to business information requires cross-border cooperation between 
business registers. Some such cooperation alread y exists but it is limited to certain types 
of information and does not cover every Member  State. It is theref ore not sufficient to 
meet the needs for information induced by business activity in the single market.  
But efficient cross-border cooperation between business registers is not  only essential for 
the smooth functioning of the single market . It also reduces costs for companies 
operating across borders. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to  improve the business environment for EU 
companies
4. The Action Programme was endorsed by the European Council in March 
20075, which stressed that a strong joint effort by the EU and the Member States is 
necessary to reduce administ rative burdens within the EU6. In 2008, a large-scale 
                                                 
1  Council Conclusions on the interconnection of business registers, 9678/10, point 5.  
2 In this impact assessment ‘business register’ means all the central, commercial and companies 
registers covered by Article 3 of Directive 2009/101/EC of the European Parliament and of the 
Council of 16 September 2009 on coordination of safeguards which, for the protection of the interests of members and third parties, are requi red by Member States of companies within the 
meaning of the second paragraph of Article 48 of the Treaty, with a view to making such 
safeguards equivalent (first CLD), OJ L 258, 1.10.2009, pp. 11–19. 
3 The Centros (C-212/97) , Überseering (C-208/00)  and Inspire Art (C-167/01)  cases. 
4  Communication from the Commission to the Council, the European Parliament, the European 
Economic and Social Committee and the Comm ittee of the Regions ‘Action Programme for 
Reducing Administrative Burdens in the European Union’ (COM(2007) 23 final). 
5 Presidency Conclusions of the Brussels European Council — doc. 7224/07 Concl 1. 
6  For further information see:  
http://ec.europa.eu/enterprise/policies/better-regulation/administrative-burdens/index_en.htm . 
 
EN 8   EN administrative cost measurement exercise identified company law as a priority area7. In 
this context, the High-Level Group of I ndependent Stakeholders on Administrative 
Burdens was also consulted. They identified facilitating electronic cross-border access to 
business information as one means of facilita ting cross-border economic activities. The 
group fully supported achieving interoperabili ty between trade re gisters throughout 
Europe8. 
2. P ROCEDURAL ISSUES AND CONSULTA TION OF INTERESTED PARTIES  
On 5 November 2009, the European Commission adopted  a Green Paper9 accompanied 
by a progress report10 on the interconnection of busine ss registers. The progress report 
presented the state of play with the exis ting cooperation mechanisms between business 
registers and other authoritie s. The Green Paper supplemente d the report by considering 
different policy options for the future11. The documents identified and examined two 
issues: cross-border access to information on companies and cross-border communication 
between business registers.  
The Green Paper formed the basis for a publ ic consultation that was conducted between 
5 November 2009 and 31 January 2010. DG Inte rnal Market and Se rvices received 69 
responses from 22 countries, including 21 Member States. The governments of 17 
Member States commented on the Green Pape r and about the same number of replies 
were received from business registers and business organisations or companies. Other 
respondents included professional advisers a nd trade unions. Almost all respondents to 
the consultation expressed th eir support for improving the interconnection of business 
registers in the EU. There was broad agreemen t that such a network would not bring real 
added value in terms of market transparency unless it linked the business registers of all 
27 Member States. As regards improving comm unications between business registers in 
cross-border procedures (mergers, transfer s of registered offi ce, foreign branch 
registration, etc.), most respondents were in favour of a solution that would make 
automated data transmission be tween business registers possibl e. Details of the report on 
the replies can be found in Annex 1. 
On 25 May 2010, the Competitiveness Council  adopted conclusions welcoming the 
Commission’s initiative to improve interconnection of business registers12. The Council 
highlighted the role which a European netw ork of business registers could play in 
improving market transparen cy and invited the Commis sion to continue work on 
centralised access to business information a nd on an electronic network or platform of 
                                                 
7  Cf. Cap Gemini, Deloitte, Ramboll Management: Final Report for Priority Area Annual 
Accounts/Company Law, EU Project on Baseline Measurement and Reduction of Administrative 
Costs, http://ec.europa.eu/enterprise/policies/bette r-regulation/files/abst09_companylaw_en.pdf . 
8 Opinion of the High-Level Group of Independent Stakeholders on Administrative Burdens 
(‘Stoiber Group’) on the priority  area company law/annu al accounts, 10 July 2008, paragraph 22,  
http://ec.europa.eu/enterprise/admin-burdens-eduction/docs/080710_hlg_op_comp_law_final.pdf . 
9  Green Paper on the interconnection of business registers (COM(2009) 614 final). 
10  Commission staff working document accompanyi ng the Green Paper on the interconnection of 
business registers (SEC(2009) 1492). 
11  These policy options will be examined in chapter 8 of this impact assessment. 
12 See footnote 1. 
 
EN 9   EN electronic networks building on the progress already made in existing projects. The 
Council added that any future legal framework should ensure that all Member States take 
part in the network, that reli able, up-to-date and standardised data are transmitted through 
it and that there is a legal basi s for cooperation between register s, particularly with regard 
to foreign branches. Moreover, clear ch annels of communication between business 
registers should ensure that they cooperate smoothly in cross-borde r procedures. In the 
long term, the possibility of connecting the e nhanced network of busin ess registers to the 
electronic network set up under the Transparency Directive13 to store regulated 
information on listed companies could be examined. 
On 7 September 2010, the European Parliame nt adopted a resolution which expressed 
general support for the project14. It underlined that the us efulness of the project for 
further integration of the European Economic  Area can be exploited only if all Member 
States take part in the netw ork of business registers. Parl iament also pointed out that 
public access to re liable, up-to-date inform ation should be provided via an official single 
access point in order to improve transparency , efficiency and lega l certainty, to the 
benefit of companies, workers and consumer s. Finally, the resolution highlighted the 
importance of automated data exchange  for foreign branch disclosure and 
communication between registers in cross- border procedures, such as mergers and 
transfers of registered office. 
The European Economic and Social Committee adopted an equally supportive opinion on 
16 September 201015 based on the work done by its Section for the Single Market, 
Production and Consumption. 
Finally, the Committee of the Regions16 expressed support for the Commission’s 
initiative, underlining the importan ce of company mobility across the EU. 
In April 2010, a Steering Group was formed to assist DG Internal Market and Services 
with assessing the impact of the different  policy options put forward to solve the 
problems identified. The Stee ring Group was made up of repr esentatives of the Legal 
Service, the Secretariat-General, Eurostat, DG Enterprise and Industry, DG Information 
Society and Media, DG Home Affairs, DG Justice, DG Informatics, DG Competition and 
DG Enlargement. It has met three times to evaluate the progress on the impact assessment, to provide guidance on drafting an d contributions and to approve the final 
document. 
The IA report was examined by the Imp act Assessment Quality Board by written 
procedure. The Board issued a favourab le opinion on 15 September 2010. Following the 
Board’s opinion, the following changes were made to this IA: The report goes into 
further detail on the problems, including the deficiencies of the existing cooperation 
                                                
 
13 Directive 2004/109/EC of the Eu ropean Parliament and of the Co uncil of 15 December 2004 on 
the harmonisation of transparency requirements in relation to information about issuers whose 
securities are admitted to trading on a regulated market and amending Directive 2001/34/EC 
(OJ L 390, 31.12.2004, pp. 38–57). 
14  European Parliament resolution of 7 September 2010 on the interconnection of business registers, 
2010/2055(INI). 
15 INT/517. 
16  CdR 20/2010, adoption date: 9 June 2010. 
 
EN 10   EN mechanisms. It also explains the scale of the potential reduction of the administrative 
burden better. The cost assessment has been moved from the annex and integrated into 
the chapter on policy options. A number of expl anations about the ca lculation have been 
added. The text also gives a better explanati on of why the legislativ e proposals will not 
influence the choice of the ICT solution wh ich must be made in the implementation 
phase of the project. The views of stakeholde rs have been incorporated into the text 
better. Finally, a glo ssary has been added. 
3. C ONTEXT  
3.1. Business registers and business registration 
Business registers exist in every Member State; they are organised at national 
(e.g. Sweden, Ireland and Denmark), regi onal (e.g. Austria) or local level 
(e.g. Germany)17. Business registers and business regi stration were the first area of 
company law harmonised by the European Community. As early as 1968, common rules set minimum standards for disclosure (r egistration and publication) of business 
information in order to protect shareholders and third parties
18. In every Member State 
limited liability companies19 must be registered in a business register20. The country of 
registration determines the company law applicable21, regardless of the number of 
countries in which the compa ny carries out business. The first Company Law Directive 
(CLD)22 lays down a minimum list of documents and particulars (data) to be disclosed in 
the business register about each company.  
Since 1 January 2007, following an amendment to  the first CLD, Memb er States have to 
maintain electronic business registers. Companies may submit their requests, documents and particulars to the busine ss register by electronic means
23. The content of the 
electronic business register can also be obtained by electronic means (e-mail or web-
based access). The first CLD not only lays do wn transparency requirements, but also 
contributes to legal certainty by creating conditi ons allowing third parties to rely on the 
                                                 
17  See Annex 2 for an overview of the authorities responsible for business registration in the 
Member States. 
18  The first CLD was originally numbered Directive 68/151/EEC. The latest, codified, version is 
Directive 2009/101/EC. 
19 In this impact assessment the term ‘company’ should always be understood as ‘limited liability 
company’ unless specified otherwise. 
20  In most countries (except for the Netherla nds, for example) companies acquire their legal 
personality at the time they are registered. ‘Legal personality’ means that a company is legally distinct from its shareholders, who bear no person al liability for the obligations of the company. A 
legal person has the capacity to enter into co ntracts, own property or to sue or be sued. 
21  This law determines, among other things, the rules applicable to establishment of the company, its 
internal organisation, capital requirements, lega l representation, duties and liabilities, accounting, 
auditing and usually insolvency as well, regardless of the number of countries where it carries out 
business. 
22 Directive 2003/58/EC of the European Parliament and of the Council of 15 July 2003 amending 
Council Directive 68/151/EEC, as regards disclosure  requirements in respect of certain types of 
companies (OJ L 221, 4.9.2003, p. 13). 
23  Article 3 of the first CLD. 
 
EN 11   EN information disclosed via the business register. Moreover, the eleventh CLD24 lays down 
requirements for registration of branches of  companies registered in other Member 
States. It sets out the data and documents that need to be disclosed about the company if it opens a foreign branch. Member States may require companies to provide a translation 
of their annual accounts and th eir articles of association. 
These directives have become integral part s of the relevant national company law. But 
despite these common threads, several differenc es remain between the Member States in 
terms of content, frequency of updates, legal checks, the legal force of the information, 
access to documents and the languages available. For example, in Germany and Austria only notaries may submit any document to th e business register, whereas the United 
Kingdom and Ireland use a system  of self-certification where the representative of the 
relevant company submits a statement on compliance with the applicable legislation. Moreover, in addition to the minimum list of  documents and particulars laid down by the 
first CLD, Member States usually require companies to file additional items in the business register at the time of registration
25. Accordingly, above the minimum 
requirements, the content of the busi ness registers is  not standardised26. Some of these 
differences create problems for users of busin ess information. These will be examined in 
the chapter on problem defi nition (subsection 4.3.4).  
In line with the scope of the first and eleventh CLDs, this impact assessment will be 
limited to private and public limited liability co mpanies. Even with this restriction, the 
directives cover altogether more than 8.5 million companies in Europe27 (see Annex 3). 
Furthermore, many Member States like Au stria, Lithuania, Poland and the United 
Kingdom apply similar or identical rules to ot her legal forms as well, thus adding to the 
total number of companies affected. 
A clear distinction must be drawn betw een business registers and commercial 
information providers who develop ‘usable’ data on companies and sell them to their 
customers. Some of these commercial informa tion providers take a critical view of this 
proposal to improve public access to cross-bo rder information, while others welcome it. 
It seems fair to assume that commercial in formation providers, who have developed the 
skills necessary for processing and adding va lue to the raw data contained in the 
domestic public business registers, will not be adversely affected by better interconnection of business registers.  
                                                
 
24  Eleventh Council Directive 89/666/EEC of 21 December 1989 concerning disclosure 
requirements in respect of bran ches opened in a Member Stat e by certain types of company 
governed by the law of another State (OJ L 395, 30.12.1989, p. 36). 
25 The requirements vary from one Member State to  another. Typical exampl es include an indication 
of whether the company belongs to or is a dominan t member of a recognised group of companies, 
including the names, addresses and registration numbers of the companies belonging to the group, 
the national tax number or a list of the members of the company. 
26 The fees charged by the registers also show so me divergence. However, the first CLD stipulates 
that the price for obtaining a copy of the regi stered documents and data must not exceed the 
corresponding administrativ e costs. Consequently, the different fees charged by the registers are 
not perceived as a problem. 
27  Figures were not available from Belgium and Greece. 
 
EN 12   EN 3.2. Cross-border aspects of busine ss registration and information 
Reliable up-to-date information on companie s is crucial for consumers, existing or 
potential business partners , the public and, in partic ular, the tax and justice 
administration. Cross-border access to busine ss information is relevant in connection 
with companies that set up branches or s ubsidiaries, conduct cr oss-border trade or 
provide cross-border se rvices in the EU.  
The first important cross-border aspect of business registrati on is registration of foreign 
branches. Following the judgment by the ECJ in the Centros case28, entrepreneurs are 
more and more inclined to ma ke use of their freedom to in corporate in th e country which 
is best suited to their business needs29. These incorporations  are often followed by 
establishment of a branch in their own Me mber State for the pur pose of conducting their 
business. By way of illustration, Annex 4 s hows the number of private limited companies 
incorporated in the United Kingdom but with th e majority of their di rectors residing in 
another country (1997-2006). 
Second, cooperation between business register s from different Member States is 
explicitly required by European  legislation adopted  over the last decade in order to 
facilitate cross-border mergers of limited liability companies30 and cross-border transfers 
of the registered office of European companies (SE)31 or European cooperative societies 
(SCE)32. In both cases, the register filing the ne w registration is unde r an obligation to 
notify the other relevant register  (the former register) about the registration of the merger 
or the transfer of registered office. From a le gal viewpoint, it is cruc ial that deletion of 
the old registration does not  take effect until after receiving the notification33.  
The ECJ also made it clear, in the Sevic  case34, that all European companies can 
participate in cross-border mergers. In 2008, in the Cartesio case35, the Court made it 
possible for national companies to transfer their registered office to another Member State under specific circumstances. Such a tr ansfer is generally allowed in a few 
countries, such as Luxembourg, Spain and Cypr us. In practice, these operations cannot 
be carried out without cooperation between the registers concerned. 
The third aspect concerns cross-border acce ss to information on companies, for which 
business registers are a valuable source. Acco rding to one reply to a questionnaire which 
the Commission sent to the Member States (see Annex 5), Companies House in the 
                                                
 
28 C-212/97. 
29 Especially in the United King dom. See Becht, Marco, Mayer, Colin and Wagner, Hannes F., 
‘Where Do Firms Incorporate? Deregulation and the Cost of Entry’ (August 2007). ECGI — Law 
Working Paper No 70/2006; Journal of Corporate Finance, Vol. 14, No 3, 2008. Available at: 
http://ssrn.com/abstract=906066.  
30 Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on 
cross-border mergers of limited liability companies  (OJ L 310, 25.11.2005, p. 1). 
31 Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) 
(OJ L 294, 10.11.2001, p. 1). 
32 Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society 
(SCE) (OJ L 207, 18.8.2003, p. 1). 
33 See Article 13 of the Directive on cross-border mergers, Article 8(11) of the SE Regulation and 
Article 7(11) of the SCE Regulation. 
34  C-411/03. 
35  C-210/06. 
 
EN 13   EN United Kingdom received 185 million (domestic  and cross-border) requests for free 
business information. That gives an average of 70 requests per year  for every company 
registered. On an average day, users requested information on 15  % of all companies. In 
Austria, Finland or Sweden, business regist ers receive, on average, between 10 and 15 
requests per company per year, and in Ireland around three36. 
Information on cross-border access to business information is fragmented, since business 
registers do not systematically record the ge ographical origin of th e requests received. A 
survey37 carried out by Companies House in 2009 estimated that 90  % of requests for 
information were domestic, while around 5  % (more than 9 million a year) originated 
from other Member States, 3  % from the USA and the remainder from the rest of the 
world. In Finland, Germany and Austria requ ests from other Member States make up 
around 1  % of the total. In 2009, cr oss-border requests for info rmation via the European 
Business Register (see section 3.3) totalled 330  00038, an increase of 65  % over 2008.  
Cross-border access to business information is also relevant in connection with 
businesses that conduct cross-bord er trade or provide cross-border services in the EU. No 
data are available on the number of comp anies involved in cross-border trade or 
provision of services39, but other sources show the scale of cross-border business. For 
example, it has been estimated that 25  % of small and medium-sized enterprises 
(SMEs)40 in Europe export and 29  % import within the single market41. Taking into 
account that more than 99  % of European companies are SMEs, which means 20  709  000 
enterprises42, more than 5  000  000 European SMEs have transactions with consumers, 
creditors or business partners from other Member States. Eurostat’s database of 
multinational enterprise groups (Eurogroups Register — EGR) also adds to this picture: 
so far, it has registered 299  570 legal units43 located in the EU Member States (314  031 in 
EU and EFTA Member States44) that belong to the 6  350 largest multinational enterprise 
groups45. Moreover, according to a 2009 Eurobarometer survey46, 25  % of European 
                                                 
36  Data for Italy, Spain, France and Germany are missing or not comparable. 
37  See: http://www.ecrforum.org/conference/conference2010/ , presentation by Companies House. 
38  Close to 70  % of the total volume is on company searches . The rest of the traffic is mainly on 
company appointments and financial information. 
39  Eurostat makes available only data on intra-EU transactions between businesses that concern trade 
flows in goods, services and flows of investment stocks. 
40  SMEs are not always limited liability co mpanies. They are defined by Commission 
Recommendation 96/280/EC of 3 April 1996 concerning the definition of small and medium-sized enterprises (OJ L 107, 30.4.1996, pp. 4–9). 
41  Around 7  % of SMEs in the EU are involved in tech nological cooperation with a foreign partner, 
another 7  % are subcontractors to a foreign partner and 7  % more have foreign subcontractors. 
Some 2  % of SMEs are active in foreign direct investment. Annexes 6 and 7 show that most 
exports and imports by SMEs remain within Europe. See also ‘Internationalisation of European 
SMEs’, 2010:  
http://ec.europa.eu/enterprise/policies/sme/ma rket-access/internationalisation/index_en.htm . 
42  ‘European SMEs under Pressure, Annual Report  on small and medium-sized enterprises 2009’: 
http://ec.europa.eu/enterprise/policies/ sme/facts-figures-analysis/performance-
review/index_en.htm . 
43 ‘Legal units’ include legal persons recognised by law, independently of the individuals or 
institutions which own them or are members of th em and natural persons who are engaged in an 
economic activity in their own right (Council Regulation (EEC) No 696/93). 
44 The United Kingdom, Germany and France have th e highest number of legal units in the EGR. 
45 Eurostat intends to expand the coverage to 10  000 groups next year and to have a complete picture 
of all multinational groups which are relevant in the European context by 2013. 
 
EN 14   EN retailers (as opposed to 21  % in 2008) conducted cross-border transactions in the form of 
e-commerce within the EU47.  
Cross-border access to business information is also  of relevance to citiz ens, in particular 
in their role as consum ers: The Commission’s 2009 repor t on e-commerce pointed out 
that, in 2008, 33  % of individuals in the EU orde red online, whereas cross-border 
shopping reached only 7  %48. Among other reasons, consumers underlined the difficulty 
of establishing whether a seller (usually a comp any) in another country  is trustworthy or 
not, mainly due to insufficient information and language problems49.  
3.3. The existing cooperation mech anism between business registers 
Since 1992, a voluntary cooperation mechanism between the business registers in Europe 
has been in existence. Today the European Business Register (EBR)50 combines official 
business registers from 19 Member States  and six other European jurisdictions51 (see 
Annex 9). The EBR is a network of busine ss registers whose obj ective is ‘to offer 
reliable information on companies all over Europe’. Citizens, businesses and public 
authorities may subscribe to the services of the EBR at the business register in their own 
country. Subscribers are able to search for a company name or, in some cases, for the 
name of an individual, acr oss all the registers which are members of the EBR by 
submitting a single query in their own langu age. The result of the search is made 
available in the form of a sp ecific set of company informa tion in the same language as 
the query. Currently, the interface is translat ed into 14 languages (the official languages 
of the countries which are members of the EBR)52.  
Whilst the informal nature of the cooperation in the context of the EBR has contributed 
to its flexibility, it has also  posed significant challenges to its expansion, financing and 
governance. Progress on extending the EBR network is very slow. The cooperation 
started in 1992, but eight EU Member Stat es have still not joined the network53. 
Nevertheless, interest in joining the EBR has grown significantly during the last few 
years. Some business registers face internal difficulties in  relation to joining the EBR 
(resources, political decisions, legal constraints,  etc.). Once the decision is taken, it takes, 
on average, five person-months to integrat e a new member, although in the most recent 
cases 2.5 person-months were sufficient54. 
                                                                                                                                                 
46  ‘Business attitudes towards cross-border sales and consumer protection’, November 2009, Flash 
Eurobarometer, http://ec.europa.eu/public_opinion/flash/fl_278_en.pdf . 
47  Around 5  % of retailers sold products and services in just one additional country, 6  % claimed two 
or three other countries, while 14  % were selling in at least four other EU countries. 
48  Commission staff working document SEC(2009) 283 final. 
49  The current scale of domestic and cross-border purchases via the internet is shown in Annex 8. 
50  http://www.ebr.org/ . 
51  Austria, Belgium, the Czech Republic, Denmar k, Estonia, Finland, France, Germany, Greece, 
Ireland, Italy, Latvia, Lithuania, Luxembourg, the Netherlands, Slovenia, Spain, Sweden and the UK plus Guernsey, Jersey, the former Yugoslav Republic of Macedonia, Norway, Serbia and 
Ukraine. The history of the EBR is described in detail in the progress report on the 
interconnection of business registers, SEC(2009) 1492, page 8. 
52  See: http://www.ebr.org/section/5/index.html . 
53 Bulgaria, Cyprus, Hungary, Malta, Poland, Portugal, Romania and Slovakia. 
54  UK, Jersey and Guernsey. The time required depends on the flexibility and adaptability of the 
existing platform for data exchange in the relevant business register. 
 
EN 15   EN Participation in the EBR network is voluntary for the business registers and is carried out 
on a contractual basis (‘infor mation-sharing agreement’ — ISA). The EBR has also 
adopted the form of a European economic interest grouping (EEIG)55, that is a not-for-
profit legal body formed under private law. On ly 13 of the 25 participants are members 
of the EBR EEIG, due to national legal constraints56. This dual legal structure57 makes 
management of the EBR complex. It also ra ises concerns about governance, since the 
EBR EEIG is managed by a board on which the majority of members represent the 
members of the EEIG, while the others repr esent members who are parties to the ISA 
only. The EBR is not limited to EU Member States, but welcomes applications from 
other countries as well. In these countries,  with the exception of Norway, the minimum 
standards set by European legislation do not apply.  
The network is mainly financed by the fees  paid by its members: the joining fee is 
currently set at EUR 15  000 (to cover the up-front cost s) and the annual fee at 
EUR 12  000, EUR 15  000 or EUR 18  000 (depending on national GDP) for use of the 
EBR software and ongoing support services. On  the one hand, the EBR claims that it 
does not have sufficient funding to employ the st aff necessary for faster expansion of the 
network, while on the other business registers,  in particular those financed from the 
public purse, report difficulties with finding the funds to join the network and to pay the 
annual fee. Users of the services pay a sm all sum to the registers concerned for the 
information requested. Basic search es are usually free of charge. 
Within the EBR the members give each other a ccess to the data stored in their business 
registers. They are under no obligation, however, to become distributors of company data 
from other countries. In some countries (e .g. in the United Kingdom and Ireland) the law 
prevents the registers from se lling business information or iginating from other states. 
Currently, only 14 members of the EBR distri bute data from other countries in their 
Member State. EBR users have access to a predefined set of information in a standardised form. Many countries provi de additional access to some company 
documents. For example, business register s in 13 countries gi ve access to annual 
accounts via the EBR. See Annex 10 for further details.  
Between 2006 and 2009, the EBR took part in a research project called BRITE
58, 
financed under the Sixth Framework Programme59. The objective was to develop a 
technological platform to ensure the inter operability of business  registers throughout 
Europe. In particular, the project created sp ecific technological solutions to enhance the 
quality of exchanges of information on cross- border transfers of registered office and 
                                                 
55 Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic Interest 
Grouping (EEIG) (OJ L 199, 31.7.1985, p. 1). The EEIG is a legal body set up to facilitate or 
develop the economic activities of its members a nd to improve or increase the results of those 
activities. Its purpose is not to make profits for its elf. Its activity must be related to the economic 
activities of its members and may not be more th an ancillary to those activities (Article 3). 
56  Business registers are often units of courts or ministries that are not authorised to become 
members of private-law bodies, such as an  EEIG, where their liability is unlimited. 
57  A legal solution that combines a civil law contract with a European legal form. 
58 For further details, see: http://www.briteproject.eu/project-overview/partners . 
59 http://ec.europa.eu/research/fp6/index_en.cfm . 
 
EN 16   EN mergers and on foreign branch disclosure. It also developed a single  company identifier, 
known as the ‘Registered Entity Identifier’ (REID)60. 
In the course of the research project, some solutions (the directory of registers, central 
name index and common procedures for transf ers of registered office and cross-border 
mergers) were implemented in a few countri es to test them in operation. The Branch 
Disclosure Service is currently in use only between the UK, Ireland, Sweden, Norway 
and Germany. However, following development of the services in the BRITE project, no 
decision was taken about their future use and wh ether the results of the research could be 
applied in practice by all busin ess registers in the EU. The technological solutions are 
ready to be implemented, but as yet no soluti on has been found to regulate maintenance 
of and responsibility for r unning the services. The BRITE cons ortium considered that the 
EBR is an organisation that could potentially maintain the services developed in the course of the project.  
To conclude, the EBR provides a good basi s for cross-border cooperation between 
business registers. It offers significant coverage in the Me mber States and has technology 
developed for the purposes of business regist ers. But, despite its potential, in 2009 only 
330
 000 searches were carried out. On the one hand, the number of requests is increasing. 
On the other, the current cooperation mechan ism is still not satisfactory for potential 
users. This is due to a combin ation of factors: the limited number of countries which are 
members of the EBR, the different levels of se rvice and sets of information, the lack of a 
single access point, the lack of commitment, on the part of members, to the EBR and 
insufficient funding. Consequently, in its pres ent form, the EBR cannot be considered a 
viable instrument to break  down all barriers to cros s-border cooperation between 
business registers. 
3.4. The Internal Market Information System (IMI) 
IMI is an electronic tool designed to s upport day-to-day cooperation between public 
administrations by making electronic exchan ges of information between competent 
authorities possible. It helps to  identify partners in other Member States and supports all 
official EU languages61. IMI was developed to support application of the Services 
Directive62 and is also used to facilitate cross-border cooperati on between public 
authorities on application of the Pr ofessional Qualifications Directive63. However, it has 
the potential to be deployed for enforcement of other directives, including for cooperation between business re gisters (see chapter 8).  
IMI is fully developed and in use in ever y Member State. Currently, more than 5
 600 
competent authorities are registered in IM I for the purpose of exchanging information 
relating to the Professional Qualifications or  the Services Directive. Sixteen of the 30 
                                                 
60  The BRITE project is described in the progress report on the interconnection of business registers. 
61  IMI is described in detail in the progress repor t on the interconnection of business registers. 
62  Directive 2006/123/EC of the European Parliament and of the Council of 12 December 2006 on 
services in the internal market (OJ L 376, 27.12.2006, p. 36). 
63  Directive 2005/36/EC of the European Parliament and of the Council of 7 September 2005 on the 
recognition of professional qualifications (OJ L 255, 30.9.2005, p. 22). 
 
EN 17   EN members of the EEA have registered their auth orities responsible for business registers in 
IMI64. 
IMI works on the basis of predefined questions  and answers that have been pre-translated 
into all official languages by the European  Commission transla tion service, thus 
providing reliable and legally valid language support. In addition to the structured 
questions, it is possible to in clude free text and to attach  images or documents. IMI, 
however, requires manual data exchange and is suitable for only low-volume electronic 
communication. 
3.5. The e-Justice project 
The objective of e-Justice is to help to ad minister justice more effectively throughout 
Europe by using ICT solutions for the benefit of citizens65. It is an initial response to the 
need to improve access to justice, coopera tion between legal authorities and the 
effectiveness of the justice system. Use of such technolog ies would help to streamline 
and simplify judicial procedures, shorten the ti me they take and cut costs. The European 
e-Justice portal is intended to become the main gateway for access to legal information, 
legal and administrative institutions, registers,  databases and other services with a view 
to speeding up the daily tasks of citizens, le gal experts, the judiciary, employees and 
other professionals and entities. The first ve rsion of the e-Justice portal came on-line on 
16 July 2010. The European e-Justice Action Plan for 2009-201366 gives details of how 
the e-Justice portal would deal with integration of the EBR: In the first phase, the e-Justice portal would provide a link to the EBR and to all national business registers. In 
the second, consideration would be given to the possibility  of partial inte gration of the 
EBR into the portal itself. Consequently, in  order to avoid overlaps between the two 
projects, this impact assessment will not addr ess the issue of a single access point to the 
network of business registers. The e-Justice portal will provide a solution to this point. 
4. P
ROBLEM DEFINITION  
The problems related to the interconnection of business registers can be grouped under 
three different headings: lack of up-to-date in formation in the business register of foreign 
branches, difficulties with cooperation on procedures for cross-border mergers and transfers of registered office and difficu lties with cross-border access to business 
information. These problems are discussed in de tail below. Each problem has at least one 
major impact on the business environment in the single market. These are not all, or not all equally, relevant to each problem. In some cases there are, however, strong synergies 
                                                
 
64 Other register owners or managers could be considered partly registered, in that they are managed 
by or form part of an authority such as a minist ry which is registered in IMI. In Germany, where 
the local courts maintain business registers, 70 out of 130 of them are registered in IMI. In order 
to facilitate application of Article 27 of the Servi ces Directive, a directory of registers has already 
been made available via IMI. This directory include s all registers, including all business registers, 
accessible to public authorities, in which service providers may be entered. It provides 
information about the content and access conditions  of each register, th e register owner and 
contact details and the web-links, if accessible via the internet. 
65 See also Communication from the Commission to the Council, the European Parliament and the 
European Economic and Social Committee ‘T owards a European e-Justice Strategy’, 
(COM(2008) 329 final). 
66 Council Multi-Annual European e-Justice Action Plan 2009-1013 (2009/C 75/01). 
 
EN 18   EN between them. Therefore, at the end of each section, a concluding subsection will explain 
the main impact of the specific problem. 
 
EN 19   EN 
 
4.1. Problem 1: Lack of up-to-date info rmation in the business register of 
foreign branches  
The eleventh CLD requires companies to disc lose particulars and documents when they 
open a branch in another Member State. Bran ches are not independent legal persons; the 
company they belong to is responsible for their debts and other obligations. 
4.1.1. Insufficient up-to-date information in  the register of the foreign branch 
Business information has to be disclosed in the language of the count ry where the branch 
is registered in order to improve transparency  and to inform third parties. Provision of 
this information is a prerequisite for regi stration of the branch. The procedures for 
registration of the branches of foreign companies are governed by national law.  
Member States impose an obligation on companie s to keep the information in the register 
of the branch up to date. Companies, however, often fail to do so. Business registers have the power to impose and enforce financial or other sanctions if companies fail to comply 
with the obligation to update  the information. They can launch procedures against 
companies ex officio  or in response to complaints. 
In practice, however, the business regist er of the branch is not in a position 
systematically to monitor regular updating of  the information on individual businesses. 
The register has no information about any chan ges in the registered data on the foreign 
company (including its removal from the re gister) unless the company provides this 
information or a complaint is received from third parties. As there is no systematic or effective means of enforcement, a signifi cant proportion of companies do not comply. 
This omission has critical consequences for protection of consumers and business 
partners, in particular when the register of the branch is not notified about the dissolution 
or insolvency of the company. Conseque ntly, the register provides misleading 
information to the market. The speed of upda tes is, therefore, a key quality problem. 
 
EN 20   EN Today, over 112  000 branches registered in EEA countries belong to companies 
registered in other countries67. As regards frequency of registration, in 2009 a total of 169 
branches of foreign companies were registered in Poland, 4  119 in Norway, 130 in 
Hungary and 474 in the United Kingdom. Fu rther figures can be found in Annex 11.  
Some countries have started to explore the number of registered branches which do not 
belong to any existing foreign company68, e.g. due to the dissolution of the company. The 
table69 below shows that approximately 15  % of the branches have no existing company 
behind them, which is a good indication of the extent of the discre pancies between the 
content of the relevant re gisters across the EU.  
Country Branches checked Number (percentage) of deleted foreign companies 
Norway 12  152 1  946 (16  %) 
Sweden 204 27 (13.2  %) 
Germany (North Rhine-Westphalia) 3  757 646 (17.3  %) 
Extrapolating the figures on the basis of the total number of foreign branches in Europe 
points to the conclusion that potentially 16  800 registered foreign branches no longer 
belong to existing companies in the EEA. 
In the course of the public consultation on the interconnection of  business registers, 
nearly all the responde nts recognised the need for an automated notification system 
between the register of the company and the re gister of its foreign branch. Many were in 
favour of establishing a firm legal basis for data exchanges. The Council and the 
European Parliament were also  in favour of this proposal. 
As explained in section 3.3, the BRITE project developed an automated solution to track 
major changes in the register of the company (dissolution, etc.) and to send a notification to the register of the foreign branch about the change. However, the Branch Disclosure 
Service has only been implemented between the UK, Ireland, Sweden and Norway and, separately, between the UK and Germany. On the other hand, as explained in section 3.4, 
IMI has not yet been extended to enforcemen t of the Company Law Directives, but does 
have the potential for transmitting the relevant information on a case-by-case basis. 
4.1.2. Impact of the lack of up-to-date information 
Riskier business environment and less legal certainty
: Lack of up-to-date information in 
the business register of a foreign branch makes the business environment riskier for consumers and creditors, because the information in the register of the branch is misleading. As explained in se ction 3.1, the law of most Memb er States stipulates that 
third parties must be able to rely on the content of the register. But in 15
 % of the cases 
examined, the foreign company no longer exis ted. There are no figures on other possible 
types of discrepancies (e.g. changes in the company’s re presentatives). Consequently, the 
lack of credibility of the registered data is adversely affecting the interests and the legal 
                                                 
67  See Annex 10 for detailed figures. 
68  The companies were incorporated in the UK. 
69 Figures provided by the EBR. 
 
EN 21   EN security of creditors and consumers who are in contact with the branch. The lack of direct 
communication between business registers al so slows down cross-border operations. 
Longer delays in communication result in less legal certaint y for third parties using the 
information in the register of the branch and reduce the credibility of the content of the register. 
Administrative burden on companies
70: Member States place the burden of updating the 
content of the business register of the foreign branch on companies. Subsection 4.1.1 
illustrates that this solution lacks efficiency and there seem to be deficiencies in enforcing it. According to a study on admini strative burdens in the area of company 
law
71, the total savings could add up to EUR 69 million, if such updating were carried out 
as part of the cross-border coope ration between business registers. 
The study assumes that the main administ rative burdens related to cross-border 
obligations stem from the n eed to deliver app lications, accounts and reports in the 
required formats and to follow the procedures required in the country in which the branches and subsidiaries are established. In the calculations, the cost of disclosure of 
accounting documents of the company of the branch was estimated at EUR 304 million a 
year and disclosure of information on the a ddress, activities, trade register, name and 
legal form of the branch was estimated at EUR 43 million in administrative costs alone. 
Hence, improving interoperability between co untries within these areas will create the 
possibility of reducing not only these admi nistrative costs but also waiting time and 
irritation
72. The total administrative burden imposed  by these two sets of information 
obligations adds up to EUR 347 million. 
Adding the assumption that, based on the resu lts of the BRITE project, the obstacles to 
complying with information obligations in cross-border activities will be removed, the 
authors of the study concluded that a reduc tion of EUR 69 million in the cost and burden 
related to these information obligations might be possible73. This is an annual reduction. 
The contractors pointed out th at the figure was ‘based on a high-level expert assumption, 
which was made during the project’74. 
                                                 
70  Note that the ‘Final Report for Priority Area Annual Accounts/Company Law, EU Project on 
Baseline Measurement and Reduction of Administrative Costs’ envisages significant potential 
savings in relation to the translation obligations for foreign branch disclosure. This issue is, however, already covered by the Commission’s proposal for a Directive of the European 
Parliament and of the Council amending Council Directives 68/151/EEC and 89/666/EEC as 
regards publication and translation obligations of certain types of companies (COM(2008) 194 final) and therefore falls outsid e the scope of this proposal. 
71 Cf. Cap Gemini, Deloitte, Ramboll Management: ‘Final Report for Priority Area Annual 
Accounts/Company Law, EU Project on Baseline Measurement and Reduction of Administrative Costs, p. 165,  
http://ec.europa.eu/enterprise/policies/bette r-regulation/files/abst09_companylaw_en.pdf
 . 
72  See report mentioned in footnote 71, p. 157. 
73  See report mentioned in footnote 71, p. 165. 
74  Based on the foregoing, it is not feasible to provide a detailed description of the individual 
components of the reduction in the administrative burden, following the template recommended in the Annex to the IA Guidelines (p. 57). 
 
EN 22   EN 4.2. Problem 2: Difficulties with coopera tion between business registers on 
procedures for cross-border mergers a nd transfers of registered office  
As explained in section 3.2, cross-border co operation between business registers is 
required explicitly by a number of European legal instruments. In particular, after registration of a cross-border merger or of a tr ansfer of registered office, the new register 
is required to send a notification to the old register so that it can delete the earlier registration. Communication between business registers on procedures for both cross-
border mergers and transfers of registered offi ce can be discussed in the same section as 
they raise identical problems. 
4.2.1. Cooperation on cross-border procedures 
Cross-border mergers
75 are currently not numerous. In relation to application of the 
Cross-Border Mergers Directive, for ex ample, the United Kingdom reported four 
inbound and four outbound mergers in 2008. In 2009, one inbound and eight outbound 
mergers took place and so far in 2010 there have been six and seven respectively. In Estonia the figures are three inbound and one  outbound in 2008, four and five in 2009 
and one and none so far in 2010. Currently, th e highest figures have been reported by 
Luxembourg with nine inbound and five outbound mergers in 2008, 22 and 24 in 2009 
and 14 and five so far in 2010
76.  
Two reasons can be identified for the current low number of operations: First, application 
of the Cross-Border Mergers Directive is not mandatory for companies, but optional. 
Second, the deadline for implementation of the Directive expired on 15 December 2007, 
but a number of Member States implemented it almost two years late. The overall figures 
show some increase in the number of operatio ns but, after only two and a half years of 
application, no meaningful c onclusions can be drawn yet77.  
Moreover, up until 1 April 2009, 46 SEs were set up by cross-border mergers. As for 
transfers of registered office, there have 50 altogether by SEs (for further details, see 
Annex 13). Note that the total number of SEs in Europe was 595 on 25 June 201078. No 
figures are available on the number of natio nal companies that have transferred their 
registered office in accordance with EC J case law or national legislation.  
Finally, although only a few cross-border transfer s of registered office by SEs have been 
registered so far (approximately 50), the lengt h of time taken to remove the SE from its 
old register seems to vary widely. For example, in 2008 it took only seven days to remove a new Cypriot SE from its former register (Denmark), whereas in 2009 removal 
of a Luxembourgish SE from its former re gister (Denmark) took nearly two months. 
                                                
 
75  ‘Merger’ means an operation where one or more companies, on being dissolved without 
liquidation, transfer all their assets and liabilities to another existing company or to a company that they form in exchange fo r issuing shares in the other co mpany to their members (plus, 
possibly, a cash payment). 
76  Most Member States were unable to provide da ta on the annual number of  cross-border mergers. 
Consequently, no relevant EU-wide data are available on this matter. 
77  A review of application of the Directive is scheduled in 2012. 
78 There are about 17 SCEs in Europe  and no transfer of registered  office has taken place yet. There 
are no known cases of setting up SCEs by cross-border mergers. 
 
EN 23   EN The Cross-Border Mergers Directive requires th e register registering the merger to notify 
the former register so that it can consequent ly strike off the relevant company from its 
own database. The SE and SCE Regulations contain similar provisi ons on transfers of 
registered office, but there is no notificati on requirement when an SE or an SCE is 
created by a cross-border merger. In this cas e, the merging companies are required to 
notify the former register of the event.  The objective of the provisions on direct 
notification between business registers is to speed up registration proc edures and increase 
legal certainty. But they are not being applied efficien tly, as they give no guidance on the 
technical details, such as tran slation requirements or the method and form of notification.  
In practice, such notifications are usually  transmitted by normal mail in the official 
language of the country of the issuing authorit y or by e-mail if there are informal contacts 
between business registers (e .g. Finland). The format vari es and the language is not 
necessarily understood by the ot her competent register, which could have an impact on 
legal certainty and, if an  official translation is requeste d, on the length of the procedure. 
Due to the low number of procedures, busines s registers are still able to process the 
notifications manually. But they expect more difficulties if the number of cross-border operations increases. This is only to be expected as th e number of SEs grows. The 
number of SEs increased exponentially fr om 2004 to 2008. In 2009, fewer new SEs were 
created than in 2008, but in 2010 an increase in the number of new SEs can be observed 
once again. Nine new SEs were set up in 2004, 16 in 2005, 35 in 2006, 88 in 2007, 179 
in 2008, 156 in 2009 and 112 up to 25 June 2010. Around 13
 % of all SEs have been set 
up by a cross-border merger. The number of cr oss-border transfers of registered office by 
SEs increased from one in 2005 and 2006 to nine in 2007, fifteen in 2008 and twenty in 2009. Accordingly, there is a positive correla tion between the number of SEs and the 
number of cross-border tran sfers of registered office. 
In the course of the public consultation on the Commission’s Green Paper, considerable 
support was voiced for improving the situ ation. The Council and the European 
Parliament also suggested ma king progress in this area. As  mentioned in section 3.3, the 
BRITE project developed automated solutions to send notifications in procedures for 
cross-border mergers and transfers of register ed office. The procedures have been tested 
in practice, but are not currently applied in any Member State. As explained in section 3.4, IMI has not yet been extende d to enforcement of the Company Law 
Directives, but the system could transmit the relevant information on a case-by-case basis. 
4.2.2. Impact of difficulties with cooperation 
Less legal certainty
: After a cross-border merger or tr ansfer of registered office is 
registered by the business register of the c ountry of destination, the company appears to 
exist in both Member States until it is rem oved from its former register. Consequently, 
creditors and other third parties may be misl ed by the content of the register. Such a 
transition period is unavoidable, but the lack of direct communication in some cases or 
correspondence by normal mail and the possible need  for an official tr anslation in others 
prolong this period of legal uncertain ty beyond the absolutely necessary. 
Administrative burden on companies : Cross-border procedures are carried out more 
slowly than they would be if there were direct and efficient communication between the 
 
EN 24   EN business registers, to the detriment of the companies concerned. In cases where business 
registers do not currently communicate directly , the companies will still need to notify 
the former register themselves. Estimates suggest that this costs between EUR 8 and 
EUR 1  200 each time, out of which around 75  % are considered to be due to 
administrative burdens79. In cases where the former re gister is notified by the new 
register, the lack of agreement on and standa rdisation of the technical details of the 
notification result in more time being spent on the registration on the pa rt of the registers. 
The exact figure will depend on the extent of un certainties in each individual case and the 
need for clarifications and translations. 
4.3. Problem 3: Difficulties with cross- border access to business information 
Companies that carry out cross-border business either set up branches, subsidiaries or 
offices in other Member States80 or they sell goods or pr ovide services across borders 
without any establishment in the receiving Memb er State. In either case, they establish 
business ties with other companies, such as suppliers, banks and othe r creditors, and with 
consumers. Section 3.2 gives an idea of th e scale of cross-border business in Europe. 
While business information on companies is easily available in the country where they are registered, access to the same informa tion from another Member State could be 
hindered by technical or language barriers. The subsections below analyse the specific 
problems that arise in this context. 
4.3.1. Diversity of languages, sear ch conditions and structures 
Since 1 January 2007, the electronic business registers introduced by the amendment to 
the first CLD have significantly facilitate d online access to information. But, without a 
subscription to the EBR services, citizens and busi nesses still have to se arch in at least 27 
registers
81 in order to piece together the rele vant business information on companies. 
They have to deal with different languages,  search conditions and structures. As regards 
languages, electronic access to a number of bus iness registers is only available in the 
official language(s) of the re levant Member State. Two thirds of the Member States 
provide access in English only or in addition to their o fficial language (e.g. Sweden, 
Estonia, Slovakia, Romania and Portugal). The best example of multilingual access is 
Germany where support is available in Germ an, English, French, Italian and Spanish. 
Most business registers are unable to determ ine where requests for business information 
originate from (see section 3.2).  
The differences in online access to business info rmation are very clear. For example, the 
Czech Republic and Belgium allow free onlin e access to all company information, 
                                                 
79 According to the Centre for European Policy Studies (CEPS), the costs per occurrence of 
publishing details of the completion of a merger setting up an SE are only around EUR 8 (see: 
http://ec.europa.eu/enterprise/policies/better-re gulation/files/abst09_ceps_extension_en.pdf  
(p. 38)). However, according to a consortium of Deloitte, Cap Gemi ni and Ramboll, the average 
cost in the EU per occurrence of disclosing completion of a national merger and of a division are 
EUR 1  239 and EUR 1  008 respectively (see: http://ec.europa.eu/enterprise/policies/better-
regulation/files/abst09_cl_data_annex_en.pdf  (pp. 71 and 86). 
80  ‘Subsidiaries’ are autonomous companies that ha ve legal personality. Branches and offices are not 
independent legal persons: their existence depends on the status of the company they belong to. 
81  In countries without a centr alised business register (e.g. Germany), a single access point is 
established to prov ide on-line access. 
 
EN 25   EN whereas the United Kingdom a nd Estonia allow free online a ccess only to basic company 
data; some of the documents have to be paid for. In Austria and Ireland a fee is charged 
for responding to any request for information. Accordingly, there are different kinds of 
registration and subscription requirements and related payments of fees for the different 
business registers. The EBR can currently  facilitate search es through 25 business 
registers, including the databa ses of 19 Member States. The advantages and drawbacks of 
this service are described in section 3.3. The relatively low use ma de of the services 
suggests that, even after 18 years of developm ent, they are not yet satisfactory for users 
of business information. The technology us ed by IMI would not allow such a high-
volume information exchange, since it was developed for communi cations between one 
public authority and another. 
To summarise, despite the existence of the EBR network, searching for business 
information in all 27 Member States implies significant time and costs and could even be ruled out by language barriers. Consequent ly, in the cross-borde r context, business 
registers can only partially fulfil their role of providing official bus iness information to 
consumers, creditors and other business pa rtners throughout the EU. As a result, 
transparency and legal security cannot fulf il their full potential. Citizens and businesses 
have to overcome significant obstacles in  order to obtain sufficient information on 
businesses for commercial purposes or  to gain access to justice.  
4.3.2. Lack of a single access point 
User-friendly access to information is one esse ntial aspect of transparency. As regards 
the business registers of the Member States , a single electronic access point has been 
established in every country. European busin ess information can, th erefore, be accessed 
via 27 access points. EBR users may subscribe to its services with the business register in 
their own country. Access to the services de pends on the national re quirements. There is 
no single access point to the services (e.g. a common portal). The EBR is not sufficiently 
user-friendly and does not provide easy ac cess to the network. As explained in 
section 3.5, this question is bein g dealt with in the e-Justice portal project and is therefore 
excluded from this impact assessment. 
4.3.3. Lack of a single company identifier 
Member States use different numbering sy stems. This situation sometimes creates 
problems when it comes to identifying companies even within the same country. For example, Germany, where companies are numbered differently in the individual Länder, had to introduce a second numbering system in  order to enable centralised searches by 
electronic means. Identification of companies at  European level is even more difficult, as 
in this case more than 27 company identifi cation systems have to interact. Companies 
involved in cross-border mergers or transfers of registered office are given new numbers 
with their new registration. Information in th e register of a branch about its foreign 
company can easily become out of date if the identifier of the foreign company changes.  
The absence of a single identification number also has a negative impact on collection of 
statistics. For example, the sources fo r the EuroGroups Register Project (EGR)
82 
                                                 
82http://epp.eurostat.ec.europa.eu/portal/page/portal/e uropean_business/special_topics/eurogroups_register : 
Eurostat and the European sta tistical registers have created a network with the objective of 
 
EN 26   EN provided changes in identifying variable s after just one year in 10 to 15  % of all cases. As 
information on such changes is not availabl e from every source at the same time, it is 
complex to identify legal entities uniquely over time. A single comp any identifier (REID) 
was developed in the BRITE project (see sectio n 3.3) but it is not used within the EBR 
for lack of any legal requirement and/or decision by the members. 
4.3.4. Differences in the quality of the data disclosed in the business register 
The uneven quality of data in the business registers of the 27 Member States creates 
problems for users of business information (in particular, companies and professional 
advisers). A large proportion of the responde nts to the public consultation expressed 
concern about the uneven quality of the data in the business registers of the Member States. They stressed that interconnection of business registers would only have real 
added value if all the information transm itted through the network, regardless of its 
country of origin, were updated, reliable, st andardised and available in the relevant 
language across the Member States.  
There are three key component s of high-quality business information: standardised 
content, accuracy (inc luding regular updates) and reliability. These requirements have to 
be ensured at the time of registration a nd of cross-border tr ansmission of business 
information through the ne twork of registers.  
As regards business registrati on, the first CLD harmonises mo st of these requirements: 
Article 2 ensures standardised content by laying down a minimum set of data and 
documents that every limited liability company has to submit to the relevant business register. As regards accuracy, Article 11 stipulates that in Member States whose laws do 
not provide for preventive legal control of the documents and data submitted by companies to the register, the relevant docum ents have to be drawn up and certified ‘in 
due legal form’. 
One aspect of high-quality (accurate) busine ss information is missing from the first CLD: 
the requirement for regular updates, i.e. to upda te the business informa tion in a relatively 
short time (e.g. 15 days) after any change or event. There are significant differences between the Member States in this respect . In Poland, for example, changes to the 
registered items (e.g. appointment of a direct or) have to be notified within seven days 
after the event. In Finland or the Czech Repub lic, most changes have to be notified to the 
register ‘without undue delay’, while in Es tonia there is no sp ecific deadline for 
submission (although there are ex-post  sanctions). In Austria,  changes have to be 
submitted immediately. In the United Kingdom and Malta, 14 days are the most common 
deadline and in Belgium one month. Although efforts have been made to speed up 
                                                                                                                                                
 
providing a complete, accurate, consistent and up-t o-date set of linked and coordinated statistical 
registers of multinational enterprise groups opera ting in EU and EFTA countries, together with 
details of their constituent legal units and enterpri ses, ownership and control relationships between 
legal units. The lack of a unique company identifier creates a number of problems. In particular, 
linking and matching legal units of cross-border groups has to be based on names and addresses, 
which is not only costly but also error-prone. Moreover, different national rules for obtaining, keeping and losing identifiers make it difficult to follow legal entities over time. 
 
EN 27   EN business registration83, they have not extended to shortening deadlines for updating 
business information.  
As regards the reliability and legal force of the information disclosed, the first CLD 
contains harmonised rules. Arti cle 3 sets out the conditions under which third parties can 
rely on the business information disclosed. These conditions appl y in every Member 
State and thus protect the interests of third pa rties. Due to different legal traditions, there 
are big differences between the Member St ates when it comes to implementing these 
provisions. In some, the register  simply states the content of the registered data, whereas 
in others the information provided by a regi ster may be relied on by third parties and 
rebuttable or even non-rebuttable presumptions ar e attached to it (‘publ ic trust’). By way 
of example, ‘public trust’ is  attached to the registered data in Denmark, Germany and 
Austria. There is a mixed system in Estoni a, whereas in the Unite d Kingdom and Ireland 
the registered data have no such public char acter, although there ar e circumstances where 
conclusive certificates of  registration are provided (e.g. incorporation and re-
registration). Such differences could have a fundamental imp act on the liability of third 
parties who rely on the disclosed information in their commercial transactions. But there is no credible information for users of the data on their legal force in the different 
Member States.  
To conclude, most issues relate d to data quality are already addressed by EU legislation. 
However, the frequency with which busines s information is update d is not harmonised 
and there are no provisions in EU law that could ensure that th e same high-quality 
business information is transmitted across borders through the network of registers. 
4.3.5. Impact of difficulties with cross-border access 
Riskier business environment
: Access to reliable information on companies is crucial 
both for consumers and for existing or poten tial business partners. Registered business 
data provide information to the market on the name of the authorised representatives of a 
company, its capital, financial status and hist ory, whether it is invo lved in bankruptcy 
proceedings or whether it belongs to a group of companies. Business information provides valuable data, for example on legal procedures and ownership structures. It 
makes it easier to assess the financial expos ure or other risks re lated to a business. 
Access to such information in the local busin ess register is easy, but cross-border access 
is more burdensome. Consequently, consumer s, creditors and othe r business partners 
either decide to invest more time and mone y in searching for information on a foreign 
company or are exposed to a higher business risk than when doing business with a locally registered company. The problem of  this uneven level of transparency is 
particularly acute in business-to-business (B2B) and business-to-consumer (B2C) online 
transactions. 
Less legal certainty
: Access to business information is also highly relevant for public 
authorities in other Member States in admi nistrative, civil and criminal procedures. 
Business registers provide a secure means to  gather information on companies and thus 
identify the parties involved in a procedur e. Furthermore, easy access to credible 
business information also has a social impact: it  is essential to facilitate access to justice, 
                                                 
83 http://ec.europa.eu/enterprise/policies/sme/busi ness-environment/start-up-procedures/index_en.htm . 
 
EN 28   EN in particular when consumers and business partners are looking to enforce their rights 
through the court system. Busine ss registers are a way to identify companies and their 
representatives clearly, which is  essential in order to obtain access to justice. For all the 
reasons presented above, access to information differs depending on the country of registration of the company, resu lting in less legal certainty in cross-border situations 
(e.g. in e-commerce). 
4.4. The combined impact of problems 1 to 3 
The problems described in the previous sectio ns result in three hi gh-level impacts.  
First, because of the lack of transparen cy and limited cross-bor der access to business 
information, confidence in the single market cannot be fully ensure d. As long as citizens 
and businesses have to overcome barriers befo re they can gain access to information 
about their business partners, no significant increase in conf idence can be expected. The 
uncertainty about how far they can trust the information from foreign business registers 
adds to this impact. 
Second, unnecessary burdens on companies, le ngthy administrative and court procedures 
and a non-transparent business environment reduce the compet itiveness of companies in 
the markets. The exercise on reduction of ad ministrative burdens clearly showed that 
long, burdensome procedures and unnecessary fi ling obligations, such as those related to 
foreign branches, have a negative impact on the competitiveness of companies.  
Third, legal uncertainty and slow er cross-border procedures also have an impact on other 
administrative bodies, in particular on those fighting fiscal fraud or money-laundering, 
such as tax or police author ities. Lack of updated and tr ustworthy business information 
reduces the public administration’s chances of success. 
5. B
ASELINE SCENARIO  
With respect to cooperation in relation to fo reign branch registration, without any action 
at EU level, the existing discrepancies betw een the registers of th e company and of the 
foreign branch would remain. In the BRITE project, a technol ogical solution was 
developed to reduce the differences between  the content of registers. The ‘Branch 
Disclosure Service’ (BDS)84 was implemented by the Unit ed Kingdom, Ireland, Sweden, 
Norway and Germany on a voluntary basis. It  is possible that ot her countries might 
decide to make use of this solution of their own accord.  
With respect to the difficulties with coopera tion between business registers in procedures 
for cross-border mergers and transfers of regi stered office, the admi nistrative burdens on 
companies and the extra time spent on regi stration by the registers will remain.  
With respect to cross-border access to bus iness information, if no action is taken at 
European level the voluntary network of bus iness registers will continue to exist and 
develop slowly. The experience built up over the last two decades shows that the voluntary nature of the cooperation and the consequent low level of commitment and 
                                                
 
84  See subsection 3.2.3 of the progress report on the interconnection of business registers. 
 
EN 29   EN resources make integration of new members a lengthy process. Some countries, for one 
reason or another, may even decide against taking part in such cooperation at all. 
Consequently, the added value of the netw ork and use of the information retrieved 
through the network would remain limited. The e- Justice portal is expected to provide a 
single access point to each business register and/or the EBR. The portal will make access 
to business registers more user-friendly, but will not replace the network of registers. 
6. S UBSIDIARITY  
Nearly two decades of experience with  voluntary cooperation between European 
business registers shows that self-regulation is  not sufficient to achieve the objectives of 
this proposal. Nor can those objectives be achieved by the Member States, as a common 
set of rules and conditions for cross-borde r cooperation between the national business 
registers needs to be established. If such pr ovisions were determined at national level, 
they could be incompatible with each other and not be suitable to achieve the objectives set out in chapter 7. Action at EU level is therefore necessa ry and justified. 
7. O
BJECTIVES  
The general objectives of this  proposal are to increase conf idence in the European single 
market and boost the competitiveness of European business and to improve the 
performance of public administration by promoting cooperation between business 
registers in Europe. The specific object ives include ensuring a safer business 
environment for consumers, creditors and other business partne rs, increasing legal 
certainty, reducing administrative burdens on companies and speeding up procedures for 
cross-border mergers, transfers of regist ered office and updating the registration of 
foreign branches. In particular, this proposal aims to: 
• Ensure that the business register of the company provides up-to-date information on 
the status of the company to the business re gisters of its foreign branches all across 
Europe; 
• Develop a framework for cooperation between  business registers in procedures for 
cross-border mergers and transfers of registered office; 
• Facilitate cross-borde r access to official business information by defining a common 
minimum set of up-to-date company informa tion to be provided through the network 
to third parties in every Member State85.  
8. P OLICY OPTIONS AND ANALYSIS  
This chapter examines different policy optio ns to solve the problems presented in 
chapter 4. The technological solu tions to implement them entail  different costs. However, 
the options proposed in the impact assessm ent report do not impose the choice of any 
specific ICT solution. That choice belongs to the implementation phase of the project.  
                                                 
85 One of the commonly used tools are the Structured Electronic Documents (SEDs) (the old E 
forms) applied in electronic exchanges of social security info rmation (EESSI)   
(see: http://ec.europa.eu/social /main.jsp?langId=en&catId=869). 
 
EN 30   EN An ICT feasibility study is therefore being carried out in cooperation with 
DG Informatics as part of the ISA programme86. Its objective is to assess the ICT 
implications of EU legislation. A pilot pr oject is being conducte d on this proposal to 
fine-tune the method for assessing the ICT imp lications. The results of  this pilot project 
will also be used to help present clearly the implications, including the costs, of the 
different ICT options which can be envisaged.  
The ICT implications of this proposal are, he nce, only of an indire ct nature, as they 
entirely depend on the support of Member States in the second phase. But in order to have a complete picture, a high-level an alysis is necessary to identify the basic 
differences between the possible ICT solutions, in particular with regard to their costs. It 
is therefore not the objective of this ch apter to make any choice of technological 
solutions at this stage. 
The policy options are discussed and measured against the following pre-defined criteria:  
Effectiveness
: The extent to which the measure fu lfils the objectives of the proposal. 
Impact on stakeholders (consumers, creditors, etc.)87: Access to business information and 
the credibility of the information disclosed have a big impact on market players. The 
quality and accessibility of business information are equally important for creditors and 
consumers and to facilita te access to justice. 
Reduction of administrative burdens : Information obligations give rise to internal and 
external costs for companies. If the company would not incu r the same cost without the 
information obligation, these costs are admi nistrative burdens. They prevent companies 
from using their capital  for purposes directly related to  their business and, therefore, 
reduce their competitiveness. 
Legal certainty : Certainty about the legal status of  a company is important both for the 
company itself and for consumers and other pa rtners having busine ss relations with it. 
Other than certainty about the quality of info rmation, reducing the leng th of time taken to 
put cross-border procedures into effect can also contribute to this objective. 
Flexibility : Business registers in the individual Memb er States have a variety of database 
structures and different procedures. They are maintained and supervised by courts, 
ministries or private bodies. Any legal or te chnical requirement for cooperation needs to 
be tailored to the specific condi tions of the rele vant register.  
Cost: The costs of the options considered in  sections 8.1 to 8.3 will depend on the ICT 
solution chosen in the implementation phase.  To give a better picture at this stage 
already, section 8.1 presents a high-level cost an alysis of the different scenarios that can 
be envisaged. 
                                                 
86  http://ec.europa.eu/isa/ . 
87  This criterion is not relevant to procedures for cross-border mergers and transfers of registered 
office. 
 
EN 31   EN 8.1. Cost scenarios 
All three scenarios provide a technological solution to all three problems presented in 
chapter 4: lack of up-to-date information in  the business register of foreign branches, 
difficulties with cooperation on procedures for cross-border mergers and transfers of 
registered office and difficulties with cr oss-border access to business information.  
The costs of each scenario would be the same in options 3 (legislation) and 4 (legislation 
plus delegated act). In option 2 (recommendations) th e costs would depend on the 
decision taken by the individual Member States, but if they  all decided to join the 
network, the costs would be the same as for options 3 and 4. 
One important point to highlight is that  IMI is run by the Commission which also, 
therefore, bears the costs of the services provided by this system. Any extension of the 
EBR/BRITE should be financed by the Member States (mainly those which are currently 
not part of the network) unless EU funds b ecome available for this purpose (as in the 
past)88.  
8.1.1. Scenario 1: Building on the EBR and the BRITE project 
The EBR is described in detail in section 3.3. It s services and its avai lability in several 
languages create a good basis for cross-border access to information and could be 
extended to other Member States. However, if participation in the network becomes 
mandatory for every Member State, they s hould be given a say in  organisation of the 
network and provision of the services.  
The EBR uses the same technology as the services developed in the BRITE project. 
Therefore, once the EBR is implemented, a ll BRITE services can be used. These can 
ensure communication between business regist ers in procedures for foreign branch 
disclosure (BDS) and for cros s-border transfers of registered office and mergers. They 
also developed the REID (see section 3.3). Both  the services that facilitate access to 
information and those that ensure cooperati on between business registers in cross-border 
procedures are automated. Therefore they are able to process a large amount of information at the same time, without the intervention of an administrator. 
As regards the cost of extending the exis ting network to other Member States, the 
following costs have to be calc ulated: An entry fee of EUR 15
 000 is charged for new 
members to join the network. The estimated av erage time to link a new business register 
to the network is 700 person-hours (5 person-months)89. This includes planning and 
analysis, implementation, training, de livery, documentation, management and 
communication. If these hours are converted into  labour costs on the basis of the tariffs 
                                                 
88  Despite a number of inquiries, no figures were available from Member States on the costs arising 
in policy departments and business registers in connection with this pr oposal, partly because 
public administrations do not calcu late in-house costs and partly because integratio n into the EBR 
was/is usually carried out as part of a larger IC T project within which costs cannot be separated. 
89  The estimated cost of extending the EBR is calcu lated on the basis of the estimates received from 
some business registers on the number of person-hours the registers spent on developing a ‘bridge’ between their ICT system and the EBR. 
 
EN 32   EN charged by the technicians employed to m easure the administrative burden in 200690, the 
labour costs of extending the network to the remaining eight Member States would add 
up to a total of EUR 44  472. Together with the entry fee for the eight Member States, the 
overall cost of extending the network to the remaining Member States would total EUR 164
 472. 
As regards maintenance costs, the current  average annual fee in the EBR (EUR 15  000) 
can be considered as the a nnual cost for maintenance and support. If all the Member 
States took part in the network and, in addi tion, the six non-EU jurisdictions remained 
members,  the yearly maintenance costs could total EUR 495  000 for 33 countries. 
8.1.2. Scenario 2: Developing a solution combining the EBR with IMI 
IMI offers a solution for cooperation between  registers but would not provide public 
access to their content. Consequently, IMI can  only be considered as an add-on to a 
system offering public access to business regi sters across Europe, as provided by the 
EBR.  
IMI has been designed to support multiple areas  of legislation. Consequently, a new area 
of legislation could be adde d and appropriate messages dr afted without any need for 
further development. For example, it could be  configured to support business registers in 
procedures for foreign branch disclosure or cross-border mergers and transfers of 
registered office. IMI is fully developed a nd in use in every Member State. Currently, 
more than 5  600 competent authorities are registered  in IMI for exchanging information 
relating to the Professional Qualifications or  the Services Directives. Sixteen of the 30 
EEA members have registered in IMI th eir authorities responsible for business 
registers91. 
IMI could be considered as an interim solution for all cooperation be tween registers for 
Member States not yet in a position to participate in a fully interoperable network of registers or for exchanges of particular information not yet developed within an 
alternative solution. It can also be consider ed as a long-term solution for Member States 
with low-volume activities. As access to IMI is web-based and the information is exchanged manually, IMI cannot be used to deal with high volumes of information. 
As regards the costs of using IMI, the existing information exchange mechanism could 
be re-used for registers with no development costs. The infrastructure in place leaves 
room for considerable growth in authoritie s and system use. Therefore, addition of 
registers should have no impact on annual maintenance and hosting costs in IMI. 
Member States share none of the maintenance or hosting costs in IMI, as these functions 
are carried out in the Comm ission’s data centre. In 2009  these costs were around 
EUR 518
 000 for the entire IMI (see table under s cenario 3). The organisational costs of 
introducing IMI for business registers will be lim ited, due to the fact that more than half 
of the authorities concerned are already registered and their staff are familiar with this tool. Introduction of information-sharing fo r a new area would requi re some investment 
                                                
 
90  See footnote 7. The relatively low average pay per hour is due to the fact that Poland, Hungary, 
Bulgaria, Romania and Slovakia, which all have rela tively low tariffs for tec hnicians, are currently 
not part of the network. 
91 See footnote 64. 
 
EN 33   EN in defining, preparing and translating ne w structured messages and providing content-
related end-user support from the Commission. 
8.1.3. Scenario 3: Building a new network of registers 
The last option is to develop a new networ k of business registers to respond to the 
problems identified in chapter 4. The costs of this option can be estimated on the basis of 
the overall costs of developing IMI and th e estimated cost of building an automated 
network like the EBR.  
IMI was developed by the Commission. By 2009, the overall development costs had 
reached nearly EUR 2 million and the maintenance costs nearly EUR 770  000. These 
figures do not include the costs of hu man resources provided by the Commission. 
 
Year Source Amount Objective 
2005 IDA       70  000 Feasibility study 
2006 IDABC     250  000 Development 
2007 IDABC     550  000 Development 
    890  000 Development 2008-2009 IDABC 
    150  000 End-user workshops 
Total    1  910  000  
 
Year Source Amount Objective 
2008 MARKT     250  000 Maintenance 
MARKT     400  000 Maintenance 2009 
MARKT     118  468 Hosting 
Total     768  468  
 
In the case of the EBR, it is not possible to ca lculate the overall investment since 1992. 
The EBR was financed by several Commission programmes92. The BRITE project 
received a grant of EUR 6.3 million as part of the Sixth Framework Programme93. The 
overall cost of the research  project was EUR 10.31 million. 
Following the same method of cal culation as in scen ario 1, the cost of building an EBR-
like network from scratch would be the sum of  the labour costs and the entry fee for 27 
Member States. The costs for software development can be based on the costs of the BRITE project. Altogether, this adds up to EUR 11.06 million. This can be regarded as a conservative ‘worst-case’ figure. 
Type Amount 
Labour costs 349  039 
Entry fee 405  000 
Software 10  310  000 
Total 11  064  039 
The annual maintenance costs could be around  EUR 405  000 (27 x EUR 15  000).  
In addition to the high costs, another major difficulty with this option is that, in the 
Council Conclusions of 25 May 2010 on the interconnection of business registers94, 
                                                 
92  See pages 8 and 11 of the progress report on the interconnection of business registers. 
93http://cordis.europa.eu/fetc h?CALLER=FP6_PROJ& ACTION=D&DOC=1&CAT=PROJ&QUERY=012
9939ef1d8:c152:4fadf441&RCN=78387 . 
94  Council Conclusions 9678/10. 
 
EN 34   EN Member States made it clear that they wish to build on results already achieved in this 
area, such as the EBR, the BRITE project and IMI. 
8.1.4. Conclusions on the costs and technological options 
The scenario of building a new network of bus iness registers is not feasible for both 
political and financial reasons. It  should therefore be discarded. 
Both the EBR and IMI have developed tec hnologies for their ow n purposes. The basic 
difference is that the EBR allows automated data exchanges and is able to process high 
volumes of data at the same time. IMI is a useful electronic tool for cooperation between 
public authorities which requires no investment in software development by the users. It 
requires manual data exchange and is suita ble for low-volume elec tronic communication. 
As a consequence of the different techno logies and purposes, the EBR with BRITE 
technology can be used to provide public acces s to information and for foreign branch 
disclosure and cooperation in cross-border pr ocedures. IMI could be  used to facilitate 
cross-border procedures and, to a certain extent , foreign branch disclosure (as long as it is 
done manually) but it could not be used to provide public access to  business information. 
On the other hand, IMI is a significantly cheap er solution than using the EBR and BRITE 
and could therefore also be faster to impl ement in every Member State. Improving the 
EBR needs to be financed by the Member Stat es unless EU funds become available. IMI 
is financed by the Commission. Consequently, IMI could be considered as a temporary 
or permanent solution in cross-border pro cedures and, possibly, for updating foreign 
branch registration. However, it does not a nd will not have the functions necessary to 
replace the automated services developed in the BRITE project. 
One final point to note is  that, while the technology de veloped by the EBR seems 
adequate, significant changes ha ve to be made to its orga nisation and management in 
order to give Member States sufficient contro l over the network of business registers and 
data transmission through it. 
8.2. Cross-border cooperation on updating registrations on foreign branches 
8.2.1. Option A1: No policy change  — the baseline scenario 
Description : In this scenario no cooperation be tween business registers on updating 
branch registrations would exist or, in certa in cases, cooperation would continue to be 
informal. Today such informal cooperation exis ts between the business registers of some 
Member States and Norway (e.g. the BDS,  see chapter 5). Such cooperation could 
continue to develop, depending on the willingness of the registers.  
Assessment : In this case, cooperation would remain informal and the sole legal 
obligation imposed on companies would continue  to be to update the information in the 
register of their branches. Therefore, the administrative burden would not be reduced. 
The current proportion of serious discrepancie s between the content of the two relevant 
registers (15  %) would remain unchanged (see al so subsection 4.1.1). This would 
continue to have a negative impact on th e information provided to consumers and 
creditors in the country where the branch  of the company operates and would not 
increase legal certainty. In essence, this opt ion would not help to achieve the objectives 
 
EN 35   EN and would therefore be ineffective. As this  option does not impose any requirements, it is 
neutral as regards the flexib ility criterion and costs. 
8.2.2. Option A2: Recommend detailed rules for business registers on the method of 
cooperation on updating informat ion on cross-border branches 
Description : Under this option the Commission would recommend rules for business 
registers to cooperate on upda ting information in the regist er of foreign branches, in 
particular on identifying the relation between  a branch and the foreign company and on 
transmitting the information electronically from the company’s register to the register of 
the branch. 
Assessment : As a result, the flow of information between the registers could be gradually 
improved and the scale of discrepancies betw een the content of the relevant registers 
reduced over time. This is likely to contribute to effectiveness and to have a positive impact on stakeholders. But cooperati on based on recommendations would remain 
voluntary and informal and there is no gua rantee that every Member State would 
participate. Moreover, the notifications woul d not provide the basis necessary for legal 
action by the relevant registers or competen t authorities. They could not replace the 
obligation on companies to file documents w ith the register, not even as a long-term 
objective. This option therefore offers a hi gh degree of flexibility, but would not reduce 
the administrative burden nor bring about le gal certainty. As expl ained in section 8.1, 
both IMI and the EBR/BRITE could provide a response to the problem. The EBR/BRITE 
could offer a more complete solution, but it would also impl y higher costs. The actual 
costs would also depend on th e decision by the individual Me mber States on joining the 
cooperation. 
8.2.3. Option A3: Lay down a legal requirement for business registers to cooperate by 
electronic means with a view to updati ng the registration of foreign branches 
and specify the technical de tails of the cooperation 
Description
: There is currently no requirement in the eleventh CLD for business registers 
to cooperate with each  other in cross-border branch registration procedures. Under this 
option such cooperation would be required by la w for all business registers in the EU by 
a deadline set in the Directive. The first CL D would also specify the legal and technical 
details of the cooperation between business re gisters in this respect. It would cover 
management and operation of the network, use of a single company identifier, the details 
of decision-making among the members of the network, the consequences of non-
compliance with the requirements, maintenan ce of the central serv er, use of languages, 
pricing, data protection, identification of the link between a bran ch and the foreign 
company and details of transmission of info rmation from the company’s register to the 
register of the branch. 
Assessment : A legal obligation for business registers to cooperate by electronic means 
would make it possible for national legislati on to attach legal consequences to the 
notifications and, thereby, f acilitate administrative procedures. This option would be 
effective and would have a considerable pos itive impact on businesses. Such a legal 
obligation would also allow Member States to  exempt companies from the obligation to 
update the information in the register of  the foreign branch and thus reduce the 
administrative burden. Adopting legislation gove rning the legal and technical details of 
 
EN 36   EN the cooperation could result in a high level of uniformity. This le gislative solution would 
clearly establish obligations and standards and create a high degree of legal certainty. But 
laying down the details of cooperation in a legislative instrument would be very 
inflexible and it would take a very long time to adjust to ch anges. As regards the costs, 
both IMI and the EBR/BRITE could provide a response to the problem. The EBR/BRITE 
could offer a more complete solution, but it would also imply higher costs.  
8.2.4. Option A4: Lay down a legal requirement for business registers to cooperate by 
electronic means with a view to updati ng the registration of foreign branches 
and specify the technical details of th e cooperation in a delegated act or 
governance agreement 
Description : This option would add a requirement to the eleventh CLD for business 
registers to cooperate with each other in cro ss-border branch regist ration procedures by a 
deadline set in the Directive. The eleventh  CLD would also require use of a single 
company identifier (REID) and swift updates of the information related to branches 
between business registers. It would also recal l the need for Member States to abide by 
the applicable national and Eur opean data protection rules. 
- Sub-option A4a: Specify the technical details of the cooperation in a delegated 
act 
In this sub-option, the technical details w ould not be part of the amendment to the 
Directive, which would instead delegate to the Commission the power to adopt a 
generally applicable non-legislative act to s upplement it, in accordance with Article 290 
of the Treaty on the Functioning of the Eu ropean Union (TFEU). The delegated act 
would be adopted after consultation of the experts from the Member States. Before it 
could enter into force, it would have to be  submitted to the European Parliament and the 
Council which could object within th e period set by the Directive.  
The delegated act would deal with:  
• the details for identifying the link between a company and a branch,  
• the details for transmission of information from the company’s register to the 
register of the branch, 
• the technical standards for data transmission, 
• the rules concerning management and operation of the network, 
• the method of decision-making among the members of the network, 
• the funding of the network, 
• minimum security standards, 
• the languages used by the network (including the tec hnology employed for 
automatic translation of messages and information), 
• the conditions for countries outside the EEA to participate in the network, 
• the consequences of non-compliance with the requirements, 
• the maintenance of the central server, 
• the choice of the necessary ICT solutions95. 
                                                 
95  Many of these items are related not only to updating the information on foreign branches but also 
to solving the other problems identified in chapter 4. 
 
EN 37   EN  
  - Sub-option A4b: Specify the technical details of the cooperation in a governance 
agreement 
Alternatively, the details listed in sub-opti on 4a could be specified in an agreement 
between the representatives of the Member St ates. The overall structure and parameters 
for the governance agreement would be laid do wn in the amendments to the first and 
eleventh CLDs. This would include a clear fr amework for the content of the agreement, 
together with the procedure and timetable for adopting it. Issues relating, for example, to 
technical specifications for the day-to-day  operation of the network, which could well 
need regular and rapid updating, would only be dealt with in th e agreement itself. 
Assessment : Like option A3, option A4 would create a clear situation with respect to the 
legal consequences of the electronic communications between the competent business 
registers in cross-border branch registration procedures. There would be a high degree of 
legal certainty. It would also have the same impact on st akeholders, as the cooperation 
requirements would be imposed on the busines s registers. It would also have a positive 
effect on reduction of the administrative bur den. The cost implications would be the 
same as in option A3. 
Dealing with the details of cooperation as described above would also bring about a 
considerable degree of flex ibility. In terms of effectiv eness, however, the governance 
agreement (sub-option A4b) has a considerable  disadvantage compared with a delegated 
act (sub-option A4a). Adoption of a govern ance agreement would require unanimity 
between the Member States. In the light of the discussions on cooperation between 
business registers over the last few years, it is unlikely that unanimity would be reached 
in a reasonable time-span. There is therefore a significant risk that this alternative would 
be ineffective. Consequently, a governance agreement has to be discarded.  
On the other hand, a delegated act, while based on thorough consultation with national 
experts, could lay down a single solution without any unanimity requirement. The 
Council could object by a qualifie d majority and the European  Parliament by a majority 
of its members. To conclude, legislative provisions combined with specifying the details of cooperation in a delegated act would offer a very effective solution and would ensure 
that, once the interconnection framework is established, business registers could 
regularly monitor the business information in other registers, detect discrepancies and 
make sure that only correct and up-to-date info rmation is disclosed in the country of the 
branch.  
8.2.5. Comparing the options 
Options A3 and A4 would be the most effective for achieving the objectives set. Option 
A2 would also yield some effectiveness, but it would largely depend on the extent to 
which Member States decide to act on the recommendations. Option A1 would not achieve progress within a reasonable time-span. The impact on stakeholders such as consumers and creditors would be most posit ive in options A3 and A4, because they 
could benefit from a smoother cross-border fl ow of information and structured updating 
of information on foreign branches. Option A2 would have a positive impact, too, if 
registers heed the recommendations. But as  adherence would be voluntary, the impact 
might not be as great. Option A1 would ha ve no impact on stakeholders. Placing an 
 
EN 38   EN obligation on business registers to exchange  data would also reduce the administrative 
burden on companies (options A3 and A4).  Options A1 and A2, however, would not 
reduce the burden. The same result applies, logi cally, to the legal certainty criterion. Only 
a legal requirement to update and exchange the data related to foreign branches would eventually enable the public to rely on a nd have confidence in the information, thus 
creating a high degree of lega l certainty. Options A1 and A2  would have no such effect. 
Finally, as regards flexibility, option A1 woul d have no effect, as there would be no new 
requirement to be measured. A recommendati on would offer the greatest flexibility, as 
national authorities would be  free to choose the way forw ard (option A2). The least 
flexible option would be to lay down all th e rules and details in the CLD (option A3). 
Changes would require new legi slation and, therefore, rather  lengthy procedures. Only 
dealing with the key legal requirements in the CLD, but leaving the details for a delegated act would offer considerably more flexibility (option A4), as technical and 
other changes could be taken in to consideration much faster than in legislation. The costs 
would depend on the ICT solution chosen. The EBR/BRITE could provide a more 
efficient solution. However, th e cost implications would be  higher (see subsection 8.1.1). 
In any case, the costs would be the same in options A3 and A4. The same would apply to 
the costs of option A2 if every Memb er State were to implement it.   
As a result, the best performing option is opti on A4. It would offer th e highest degree of 
effectiveness and legal certainty and have the most positive impact on stakeholders and on reduction of the administrative burden, whilst  still offering some flexibility. However, 
the related costs could be si gnificant (see sub-section 8.1.1). 
Comparison of the options  
 Effectiveness Impact on 
stakeholders  Reduction of 
administrative 
burden Legal 
certainty Flexibility Cost 
Option A1: No 
policy change 0 0 0 0 0 0 
Option A2: 
Recommend detailed rules + + 
(if 
implemented 
correctly) 0 0 ++ - 
(if every MS 
joins) 
Option A3: 
Electronic 
cooperation with details in legislation  ++ ++ ++ 
(EUR 69
 m) ++ -- - 
Option A4: 
Electronic 
cooperation with 
details in a delegated act  ++ ++ ++ 
(EUR 69
 m) ++ + - 
‘0’: no change ‘+’ positive impact  ‘-’ negative impact 
 
EN 39   EN 8.3. Cross-border cooperation in proce dures for cross-border mergers and 
transfers of registered office  
8.3.1. Option B1: No policy change  — the baseline scenario 
Description : The Directive on cross-border mergers and the SE and SCE Regulations 
require cross-border cooperation between busin ess registers. There are, however, no 
guidelines on the actual way to carry this out. In other words, there is a general obligation 
for registers to cooperate, without any act ual requirements for specific formats for 
electronic communication. As explained in se ction 4.2, in practice this cooperation is 
currently carried out by nor mal mail in the language of the issuing register. Where 
informal contacts exist between the competen t business registers, exchanges can take 
place by e-mail. In cases where an SE or SCE is formed by a cross-border merger, the regulations leave it to the companie s to notify the former register.  
Assessment
: In this scenario, the existing method of cooperation, where applicable, 
would continue. There would be no changes to the status quo  and no impact on 
effectiveness or flexibility. Registers coul d also decide to es tablish cooperation on a 
bilateral basis. The problem of legal uncerta inty would remain. If the number of cross-
border mergers and transfers of head office were  to increase in the future, this method of 
cooperation could be expected to become very burdensome for registers because of the 
time spent on such registrations. In situations  where companies are still responsible for 
notifying the former register, companies woul d continue to bear the administrative 
burdens related to such notific ation. In terms of costs, this option would be neutral. 
8.3.2. Option B2: Recommend detailed rules for business registers on the method of 
cooperation in procedures for cross-bor der mergers and transfers of registered 
office 
Description : In addition to the existing legal requirements, the Commission could 
recommend rules for business registers on the technical de tails of the cooperation. Any 
such recommendation should at least cover a st andard notification form in all official 
languages and a deadline for sending the notif ication form to the former register.  
Assessment : Recommendation of detailed rules coul d improve the (electronic) flow of 
information between registers from different Me mber States and thus be an effective way 
of achieving the policy objectives. As for mo st cases there is already a legal basis for 
cross-border cooperation betw een business registers, a r ecommendation with a high 
degree of flexibility seems to be a more viable  instrument in the case of foreign branches. 
Without a legal requirement, however, this will have no impact on legal certainty. 
Recommendations on cooperation between regi sters on formation of SEs and SCEs by 
cross-border mergers would create no clear legal obligation and therefore could not 
reduce the burden on companies. As regard s the costs, both IMI and the EBR/BRITE 
could provide a suitable techno logical solution to this prob lem. Using IMI would imply 
significantly lower costs than extending the EBR/BRITE to every Member State. Use of the ICT tool would depend on the decision taken by the individual Member States. 
 
EN 40   EN 8.3.3. Option B3: Lay down legal requirements sp ecifying the technical details of the 
cooperation between business registers in  procedures for cross-border mergers 
and transfers of registered office 
Description : This option would imply adding to the rules of th e Directive on cross-border 
mergers and of the SE and SCE Regulatio ns on cross-border c ooperation between 
business registers further rules on the techni cal details of the c ooperation, such as a 
standard notification form in multiple languages and the method and time of transmission. In cases where an SE or an SCE is formed by a cross-border merger, the regulations would place an obligation on the business registers concerned to notify each 
other about the relevant changes.  
Assessment
: As in subsection 8.2.3, if European legislation were to lay down the 
technical details of the coopera tion it could result in a high level of uniformity and legal 
certainty, particularly for formation of an SE or an SCE by a cross-border merger. Provisions on direct notification between bus iness registers would aim to accelerate 
registration procedures and c ould diminish the administra tive burden on the companies 
concerned, because so far the merging comp anies are required to notify the former 
registry of the event. As in  subsection 8.2.3, setting out the details in a legal text would 
also be quite inflexible as the legislati on would quickly be out dated. Moreover, the 
Regulations on SEs and SCEs are based on Ar ticle 352 of the TFEU and would therefore 
require unanimity in the Counc il and the consent of the Eu ropean Parliament for any 
amendment, which would have some impact on their effectiveness. As both IMI and the EBR/BRITE could provide suitable technological solutions to this problem, the costs could remain limited.  
8.3.4. Option B4: Lay down legal requirem ents for cooperation and specify the 
technical details for procedures for cross-border mergers and transfers of registered office in a delegat ed act or governance agreement 
Description
: Apart from the extra requirement in the SE and SCE Regulations mentioned 
in subsection 8.3.3 and the necessary dele gation of powers under Directive 2005/56/EC, 
the technical details of the c ooperation in the relevant proce dures would be dealt with in 
a delegated act or a governance agreement (s ee the distinction draw n in sub-options A4a 
and A4b) for the reasons described in subsection 8.2.4. In a ddition to the items 
mentioned in subsection 8.2.4, this would also include:  
• a standard form for notification in multiple languages (for procedures for cross-
border mergers and transfers of registered office), 
• the details for transmission of informati on between the releva nt registers (for 
procedures for cross-border mergers a nd transfers of registered office). 
Assessment : In terms of effectiveness, this opti on would achieve the policy objectives 
with the advantage that the legislative procedure described in subsection 8.3.3 would 
apply only to the obligation for Member States  to cooperate by electronic means, but not 
to the details of the cooperation, which would be dealt with in a de legated act. This is 
why this option would also provide much more  flexibility. For the reasons explained in 
subsection 8.2.4, the sub-opti on of laying down the detail s in a governance agreement 
should be discarded, as the unanimity requi rement would make this solution less 
efficient. Delegated acts would provide mo re effective solutions. This option would 
reduce the administrative burden on companie s forming an SE or an SCE by a cross-
 
EN 41   EN border merger in the same way as in option B3  and would create the same level of legal 
certainty and imply the same costs. 
8.3.5. Comparing the options 
As regards effectiveness, options B2 to B4 would all reduce both the time-lag between 
the two registrations and the time spent on re gistration of the deletion of the company 
from the former register. With the exception of formation of an SE or SCE by a cross-
border merger, there are already legal obligatio ns for business regist ers to cooperate on 
cross-border procedures. Consequently, non-legislative instruments seem more 
appropriate to improve the qua lity of the cooperation mechanism. Options B2 and B4 
would both provide the flexibil ity necessary to tailor the requirements to the national 
facilities. However, option B4, using the de legated act, would be  the more effective 
solution as it would impose requirements and technical standards on every Member State. 
The solution provided by option B3 would be equally effective, but — because it would require unanimity between the Member States — not flexible enough to adapt to rapidly evolving communication standard s. While the no policy cha nge scenario (option B1) 
seems viable at present, the expected incr ease in use of the relevant European legal 
instruments could soon bring about significant difficulties for business registers to deal 
with the requests. As regards formation of an  SE or SCE by a cross-border merger, the 
most effective solution would be to esta blish a requirement for cooperation between 
business registers by legislation (options B3 a nd B4). As the review of the SE Regulation 
is underway, such amendments s hould be considered in that context. Amendments to the 
SE and the SCE Regulations would reduce the administrative burden on companies 
involved in formation of SEs or SCEs (opti ons B3 and B4). The administrative burdens 
on companies would remain the same if there is  no change in policy (option B1). In the 
case of a recommendation (option B2), the impact would depend on how it is implemented. Options B1 and B2 would entail no changes in legal certainty. By laying 
down a legal requirement to cooperate in cases  of formation of an SE or SCE by a cross-
border merger, both options B3 and B4 would c onsiderably increase legal certainty. The 
same can be said for the cooperation on deta ils in general under options B3 and B4. The 
costs would depend on the ICT solution chose n. In this case, IMI and the EBR/BRITE 
could equally provide a solution and the cost implications could therefore be moderate. 
In any case, the costs would be the same in options B3 and B4. The same would be true 
for the costs of option B2 if every Member State were to implement the recommendation.   
The preferred solution is theref ore option B4, as this combination would offer the highest 
level of effectiveness, reduce the administra tive burden, offer the highest degree of legal 
certainty (along with option B3) and be more flexible than option B3. 
 
EN 42   EN Comparison of the options  
 Effectiveness Reduction of 
administrative burden 
(SE/SCE) Legal 
certainty Flexibility Cost 
Option B1: No policy change 0 0 0 0 0 
Option B2: Recommend detailed 
rules + 0 0 ++ + 
(if every 
MS joins) 
Option B3: Legal requirements on the technical details of cooperation ++ + ++ -- + 
Option B4: Lay down legal 
requirements for cooperation and 
specify the technical details in a 
delegated act ++ + ++ + + 
‘0’: no change ‘+’:positive impact  ‘-’ negative impact 
8.4. Cross-border access to business information 
8.4.1. Option C1: No policy change  — the baseline scenario 
Description : There is no requirement in the CLDs for business registers to create a 
network in order to facilita te access to information. In this scenario, the voluntary 
network of business registers would probably co ntinue to develop. But until it extends to 
every Member State, citizens, creditors and ot her business partners w ould need to search 
for business information item-by-item,  in the business registers.  
Assessment : Given the voluntary nature of the EBR,  it is unclear whether it will ever 
achieve full coverage of all the Member States. Even if it did,  considering that it took 18 
years to link up the business registers of 19 Member States, completion of the network could be expected to take another decade. The members of the network would continue 
to be free to choose which pieces of info rmation they transmit through the network and 
there would therefore be no standardised serv ice. Outside the EBR, users of the business 
information would have to continue to deal w ith a variety of structur es, search conditions 
and languages. No single company identifier w ould be generally used and there would be 
no change in the quality of the data disclosed (frequency of updates, information on legal force, etc.). The impact on stakeholders, effectiveness, administrative burden, legal certainty and flexibility would be non-exis tent. This option would be cost-neutral. 
8.4.2. Option C2: Recommend detailed rules fo r business registers to ensure better 
cross-border access to information 
Description
: Recommendations could cover the le gal and technical details of the 
cooperation, as described in subsection 8.2.3. Moreover, they would recommend registers 
to provide the public with a language-neutral  solution which would enable citizens and 
small businesses to gather the informati on in their own language. They would also 
recommend use of standard datasets and regul ar updates of the register (e.g. 15 days after 
each event). 
 
EN 43   EN Assessment : Recommendation of common rules woul d be suitable to provide business 
registers with guidance and coul d lead to some convergence of the information accessible 
and of the quality of the services provided. This would therefore have some effectiveness 
and some positive impact on market players, subject to Member States’ adherence. But there is no guarantee that every Member State would take part in th e network. Users, in 
particular consumers using cross-border e- commerce, could face the same obstacles as 
today to gain access to cross-border business information. Based solely on the willingness of the registers, this option al so could neither engender any greater legal 
certainty (no mandatory improvement in data  quality and no single company identifier) 
nor reduce the administrative burden. A r ecommendation would remain, however, a very 
flexible instrument. Based on the asse ssment in section 8.1, the EBR/BRITE could 
provide an ICT solution to this matter and thus, depending on the decision taken by the Member States on whether to join the network, the costs could be significant. 
8.4.3. Option C3: Lay down a requirement for Member States to participate in an 
electronic network of business registers, al ong with the list of information to be 
transmitted through the network, the frequency of updating the registered 
information and the technical details of the cooperation 
Description
: This option would set a basic requiremen t for Member States to take part in 
a network of business registers. As business registers are already re gulated in the first 
CLD, an amendment to this Directive w ould be the obvious solution. The list of 
registered information in Article 2 of the first CLD would then become the minimum list 
of documents and particulars that should be  made available in every Member State 
through the network96. Moreover, the first CLD would pl ace an obligation on registers to 
transmit, at the same time, information on the legal force of the business information 
disclosed in their country. The quality of  the data would be improved by setting a 
deadline of 15 days after the ev ent for updating the relevant cont ent of the register. In this 
option, European legislation could also spec ify the legal and technical details of the 
cooperation, as set out under option A3. 
Assessment : A significant improvement in cross- border access to business information 
can only be achieved if information is accessible from all over Europe. Experience shows that this could hardly be achieved by self-regulation. A le gal requirement would very 
effectively allow consumers and businesses taki ng part in cross-borde r trade or provision 
of services to have sufficient information about the foreign company they are dealing 
with. A common set of information accessibl e via the network and a common deadline 
for updating the content of the register would even the quality of the data accessible all 
over Europe and thus increase legal certaint y. However, it would have no impact on the 
administrative burden, as requirements on updating of the information al ready exist in the 
Member States. The impact on market players such as consumers or creditors would be 
very positive. But this legisl ative option would be just as inflexible as option A3. The 
costs would be relatively high, as the E BR/BRITE could provide an ICT solution. 
8.4.4. Option C4: Lay down a requirement for Member States to participate in an 
electronic network of business registers, al ong with the list of information to be 
                                                
 
96  At present, the EBR also builds on this list of information but not all the members provide all the 
information. 
 
EN 44   EN transmitted through the network and the frequency of updati ng the registered 
information but specify the technical details of the cooperation in a delegated act or governance agreement 
Description
: This option would also place a legal obligation on Member States to take 
part in a network of business registers. The first CLD would address all the issues listed 
in option A3 with the exception of the technical details of the cooperation, which would be left to a delegated act or  governance agreement. In addi tion, the technical details for 
cooperation between the registers on access to information should be specified.  
Assessment
: As in option C3, an obligation for Member States to take part in a network 
of business registers could lead  to rapid extension of the network and, consequently, to 
better cross-border access to business info rmation. It would have the same positive 
impact on stakeholders as option C3 and lead to the same increase in legal certainty. It would have no impact on the administrative burden either. For the reasons explained in 
connection with sub-options A4a and A 4b, a governance agreement would provide a 
solution of little effectivene ss. Therefore this sub-option should be discarded. Dealing 
with the details of the network in a delega ted act would, however, be more effective and 
more flexible than an all-legislative option. The costs would be the same as in option C3. 
8.4.5. Comparing the options 
Option 1 would be neutral as regards the asse ssment of the criteria. Options C3 and C4 
would ensure access to information by establ ishing legal requirements and would thus 
have the most positive impact  on stakeholders and on lega l certainty. Option C2 would 
show some effectiveness, but options C3 and C4 would be the most effective. Option C2 
would be very flexible, but would not improve legal certainty at all. None of the options 
would have an impact on the administrative  burden, as options C1 and C2 would make 
no changes to the existing legislation and op tions C3 and C4 would just set a common 
deadline for an existing obligation. The costs of options C3 and C4 would be the same, 
whereas the costs of option C2 would de pend on the number of Member States 
implementing the solution. The main advantage of option C4 over option C3 would be its 
degree of flexibility, as it coul d take into account the specifics of the different registers. 
Overall, option C4 would provide th e best solution to the problem. 
Comparison of the options  
 Effectiveness Impact on 
stakeholders Reduction of 
administrative 
burden  Legal 
certainty Flexibility Cost 
Option C1: No policy 
change 0 0 0 0 0 0 
Option C2: Recommend 
detailed rules + + 
(if correctly 
implemented
) 0 0 ++ - 
(if every 
MS joins) 
Option C3: Electronic network with details in legislation  ++ ++ 0 ++ -- - 
Option C4: Electronic 
network with details in a ++ ++ 0 ++ + - 
 
EN 45   EN delegated act 
‘0’: no change ‘+’: positive impact ‘-’: negative impact 
8.5. Summary of the recommended options 
On the basis of the predefined criteria and the considerations set out in the previous 
sections, the recommended options  can be summarised as follows:  
 Effectiveness Impact on 
stakeholders Reduction of 
administrative 
burden  Legal 
certainty Flexibility Cost 
Problem: Foreign branch 
disclosure : Recommended option: 
Lay down a legal requirement for business registers to cooperate by 
electronic means with a view to 
updating the registration of foreign branches and specify the technical 
details of the cooperation in a 
delegated act ++ ++ ++ ++ + - 
Problem: Cross-border mergers 
and transfers of registered office : 
Recommended option: Lay down 
legal requirements for cooperation 
but specify the technical details of procedures for cross-border 
mergers and transfers of registered 
office in a delegated act  ++ N/A + ++ + + 
Problem: Access to information : 
Recommended option: Lay down a requirement for Member States to 
participate in an electronic 
network of business registers, along with the list of information 
to be transmitted through the 
network and the frequency of updating the registered 
information but specify the 
technical details of the cooperation in a delegated act ++ ++ 0 ++ + - 
‘0’: no change ‘+’: positive impact ‘-’: negative impact 
After analysing the possible solutions to th e problems one-by-one in this chapter, the 
recommended options lead to the same cohere nt solution. In the cas es of cross-border 
access to business information and foreign branch  disclosure, amendments to the first and 
eleventh CLDs are necessary. These rules n eed to cover the requirement for cooperation 
between Member States on updating informati on on foreign branches and cross-border 
access to company information. In the latter cas e, legislation would need to specify the 
list of documents and particulars to be transmitted (including information on the legal 
force of the data), al ong with the frequency of updates of the co mpany information, and 
to delegate to the Commission powers to adopt  non-legislative acts of  general application 
to supplement these rule s (Article 290 of the TFEU). An  ICT feasibility study would help 
to decide the optimum technol ogical solution. In the case of procedures for cross-border 
mergers and transfers of registered office, no specific legislative provisions are required, 
except for the one empowering the Commission to adopt a delegated act in Directive 
2005/56/EC and with respect to creation of an  SE or an SCE by a cross-border merger. 
However, as the review of the SE Regula tion is underway and th e review of the SCE 
 
EN 46   EN Regulation is to take place soon, the relevant amendments could be proposed in that 
context. 
The costs will depend on the technological solution chosen for the network of business 
registers and the actual cooperation mechan ism. The technological solution should be 
chosen in the implementation pha se of the project and need not  be a prerequisite for the 
decision on the content. The ‘no policy change’ option is cost-neutral. The costs of implementing the other options are explaine d in detail in section 8.1, where three 
scenarios are examined. However, th e costs of implementing Commission 
recommendations (options A to C2) woul d depend on whether the individual Member 
States actually decide to  act on the recommendations. 
Also, leaving the details of the electronic network to delegated acts will allow the 
Commission and the Member Stat es to decide the most appr opriate arrangements which, 
if chosen, would permit use of the EBR ICT solutions but reorganise the management 
and control of the organisation in a way that allows enforcement of the public interest.  
The recommended options may have a positive environmental impact,  as they have the 
potential to replace paper-based communi cation by electronic communication. One 
possible social impact  would be to facilitate access to justice by providing citizens with 
easier access to reliable bus iness information. Moreover,  better access to business 
information will also help citizens, in particul ar consumers, to take informed decisions. 
The proposal would have no impact on the number of employees and their skills. 
9. M
ONITORING AND EVALUATION  
The Commission will monitor the implementa tion phase and provide a framework for 
adopting the necessary delegated acts. Regul ar meetings should be organised with 
experts to decide the content of  the delegated acts and the most appropriate ICT solution.   
Five years after transpos ition, the effect of the measures should be ev aluated. To this end, 
business registers could be asked to provide the Commission, at regular  intervals, with a 
series of indicators, such as the number of requests, their origin (domestic or foreign), 
whether the request concerns national data or data to be collected from another business 
register and the kind of information request ed. The average frequency of information 
updates, particularly on foreign branches, coul d also be a useful indicator alongside the 
quality of the information and customer-ser vice to the end-users of the registers. 
In general, this evaluation shoul d look at the following questions: 
• Whether a Europe-wide network of business registers has been established and is 
operational; 
• Whether the business registers of bran ches contain credible and up-to-date 
information on their foreign companies; 
• Whether standardised channels of comm unication between business registers have 
been established; 
• Whether cross-border acce ss to business informati on has been facilitated. 
 
EN 47   EN Annex 1  
Synthesis of the comments on the Green Paper of the European Commission on the 
interconnection of business registers, April 2010   
On 4 November 2009 the European Commission adopted a Green Paper
97 and launched a 
public consultation in order to assess the need for an  improved cooperation between the 
business registers of the Member States of the EU. Business regist ers register, examine 
and store company information, such as information on a company's legal form, its seat, capital and legal representatives, and they ma ke this information available to the public. 
Accordingly, they have a key role in ensuri ng transparency across the markets and thus 
restoring trust following the financial crisis.  
 Despite the technical nature of the Green Paper, DG Internal Market and Services 
received 69 responses to the consultati on that ended on 31 January 2010. Seventeen 
Member State governments commented on the c onsiderations set out in the Green Paper 
and approximately the same number of re plies arrived from business registers and 
business organisations or companies. Othe r respondents to the consultation include 
professional advisors (e.g. lawyers, notarie s and accountants) and trade unions. It should 
be noted that a significant number of the contributions fr om business registries were 
standard answers and thus identical or quasi identical. 
 
Replies by sector
Business 
information 
providers
7%Lawyers' 
associations
7%Notaries
6%Other
6%Governments
25%
Business registers
22%Parliament
1%Individual 
companies
4%Accountants
3%Trade unions
3%
Business 
organisations
16%
 
                                                 
97 COM(2009)614final, http://ec.europa.eu/internal_market/company/business_registers/index_en.htm   
 
EN 48   EN   
The contributions originated from 22 c ountries, including 21 Member States. A number 
of contributions were submitted by European bodies and associations.  
 
Replies by country
02468101214
ATBECZDE DKEE ELESEUFIFRHUIE ITLILULVNLPLSESISKUK
UnknownNumber of responses
 
 
DG Internal Market and Services would like to thank the respondents for their 
contributions.  
 This report summarises the results of th e consultation. The report does not provide 
detailed statistical data but rather seek s to give a qualitativ e presentation of the 
contributions received. It does not give any indication of potential  initiatives, if any, 
which the Commission may undertake in the future in this area.  
 
EN 49   EN Executive summary 
 
Access to information – network of business registers 
Nearly all respondents to the consultation expressed their support for the improvement of 
the interconnection of busine ss registers in the EU. There was a broad agreement that 
such a network only has real added value with respect to market transparency if it links 
the business registers of all 27 Member States . Many respondents pointed out that subject 
to a cost-benefit analysis in an impact assessment, a legal requirement for the 
participation of all Member St ates could also be envisaged. 
There was less interest in taking a position on the technical details of the cooperation. 
The vast majority of those who expressed a view considered, however, that a governance 
agreement was a good solution to determine th e terms and conditions of the cooperation.  
There was also some support for the connectio n of the network of business registers to 
the electronic network set up under the Tr ansparency Directive storing regulated 
information on listed companies. This could, however, only be envisaged in the longer 
term. 
 
Cooperation of business registries in cross-border procedures 
As regards improving the communication betw een business registers in cross-border 
procedures, two thirds of those who took a stan d considered that it is more reasonable to 
build on the results of the BRI TE project as it was developed specifically for the needs of 
business registers and makes automated da ta transmission possible. Most of the 
remaining replies supported the combined use of the BRITE projec t and the Internal 
Market Information System (IMI) in cross-bord er merger and seat transfer procedures. 
As regards the disclosure of foreign branches , nearly all of those who replied recognised 
the need for an automated notification system  between the register of the company and 
the register of its foreign branch. Many respond ents argued in favour of the creation of a 
firm legal basis for the data exchange. 
 
Comments on data quality 
An important proportion of the respondents expressed their concer ns over the uneven 
quality of data in the busine ss registers of the Member Stat es. They insisted that the 
interconnection of business registers would only have real added value if all the 
information, regardless of its country of origin, transmitted through the network were 
updated, reliable, standardised and available in the relevant language across the Member 
States. A significant number of stakeholders asked for standards to be set at European 
level.  
 
EN 50   EN General remarks 
With a few exceptions, respondents welcomed the Commission's initiative  and the 
approach taken in the Green Paper. Most cont ributions recognised that the issue at stake, 
due to its cross-border nature , requires a pan-European so lution. Nonetheless, a number 
of respondents stressed that thorough impact assessments should be established in order 
to support any legislative proposal  and that the initiative shou ld not put additional burden 
on businesses. A few respondents considered the provision of business information as a 
commercial activity and protested against the intervention of the EU or the Member States in this area. Two respondents c onsidered informal cooperation sufficient.
98 
The uneven quality of data  in the business registers of the 27 Member States seems to 
create serious problems for the users of bus iness information (in particular, businesses 
and professional advisors) and business regist ers. These respondents insisted that the 
interconnection of business registers would only have real added value if all the 
information, regardless of its country of origin, transmitted through the network were 
updated, reliable, standardised and available in the relevant language across the Member 
States. A significant number of stakeholders asked for standards to be set at European 
level. Moreover, a few respondents considered that information on the legal value of the 
registered data in the Member State of  registration should be made available.99  
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 cooperati on 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 th e electronic network set up under the Transparency 
Directive storing regulated info rmation on listed companies.  
 
2.1 The fact that the existing network of business registers  covers only 18 Member 
States and six other Eu ropean jurisdictions was identifie d by the Green Paper as the most 
important factor reducing th e value of the accessible business information. The vast 
majority of Member States and stakeholders  shared this assessment and argued in favour 
of requiring all Member States  to participate in the coopera tion of business registers. A 
number of answers pointed out that the part icipation of the 27 Memb er States could be 
                                                 
98 Those respondents who disagreed with the improvement of the network of business registers were also 
against the specific proposals of the Green Paper.  Their remarks will not be repeated at each point. 
99 See also section 4.1. 
 
EN 51   EN best achieved by an amendment to the 1st CLD,100 subject to a cost-benefit analysis in a 
prior impact assessment. Such an initiative could increase transparency in the markets 
and reduce administrative burden on companies. On the other hand, a few replies were in 
favour of continuing the current voluntar y cooperation either be cause they found it 
satisfactory or because they were concerned about the cost s of the extension of the 
network or they considered the provision of  cross-border business information a purely 
commercial activity. 
Many respondents underlined th e importance of a single acce ss point to the network of 
registers. According to some, the future e- Justice portal could become the gate to the 
relevant services. More genera lly, a number of replies pointed  out that any future solution 
should be linked to or be compatible with  the e-Justice initia tive. A few respondents 
emphasised the need for a single user identification and a uniform billing system. 
Approximately a quarter of the respondents poi nted out that the information transmitted 
through the network of business registers can only be truste d if all European companies 
have a unique company identifier. Most of these respondents argued in favour of using 
the REID (Registered Entity Identifier) de veloped by the European Business Register 
(EBR).101  
A dozen replies or so stressed the potential added value of a centr alised register of 
business registers that would help the identific ation of the competent register and indicate 
the location of the relevant business information. 
Many answers underlined the importance of offering a user-friendly solution. 
Accordingly, these voices stre ssed that business information should be made available in 
as many languages as possible. A couple of respondents argued in favour of limiting the 
number of languages, e.g. to  English, French and German. 
Finally, some respondents highlighted the ne ed to keep the network open to third 
countries and reminded of the importan ce of the protection of personal data. 
2.2 While all respondents took a stand on the ne ed for an improved network of business 
registers, 70 percent replied to the question on the possible practical arrangements of the 
interconnection. While the Green Paper consid ered that building on the results  already 
achieved by EBR was reasonable, improving its efficiency by regulatory means was 
difficult because of the dominantly private nature of the cooperation. Consequently, the 
details of the cooperation could be determined in a governance agreement  between the 
Member States and/or their registries. 
The vast majority of those who responded to this question cons ider the governance 
agreement to be a good solution to lay dow n the technical details of the cooperation 
between registers. However some res pondents emphasised that the governance 
                                                 
100 Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009 on 
coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies w ithin the meaning of the second paragraph of 
Article 48 of the Treaty, with a view to making such safeguards equivalent (OJ L 258, 1.10.2009, 
p. 11–19 )  
101 http://www.ebr.org   
 
EN 52   EN agreement cannot replace essential legislati on and there were two Member States who 
judged the contractual solution too soft and suggested consid ering a legislative solution. 
Only a very few responses questioned the idea of building on th e results of EBR, 
however the existing network was criticised for the lack of uniform datasets and the non-
satisfactory level of services. A number of replies from govern ments and business 
registries stressed the need fo r a solution that does not re quire membership in the EBR 
EEIG.  
2.3 Only about half of the respondents took a position on the connection of the network 
of business registers to the electroni c network set up under the Transparency 
Directive storing regulated information on listed  companies. 80 percent of those who 
replied were in favour of the connection of  the two networks pointing out that linking 
legal and financial information would increas e transparency in the markets. However a 
third of the replies underlined that the interconnection of bus iness registers should enjoy 
priority. A number of respondents reminde d of the technical difficulties of the 
interconnection of the two types of databa ses and some expresse d a view that only 
integration of the networks would have real  added value. Those who considered this 
option unnecessary pointed out th at while financial information is addressed to investors, 
legal information is mainly addressed to othe r stakeholders. Connecti ng or integr ating the 
networks would therefore not bring any added value. One critic even explained that this 
combination of networks could lead to an information overload for the user and as a 
consequence to less transparency. 
Cooperation of business registers in  cross-border mergers, seat transfers 
and foreign branch registration 
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 so lution on the disclosure of branches. 
 
3.1 The second major objective of the Green Pa per was to explore ways to establish 
standard channels of communication between business registries  in different Member 
States in order to facilitate cross-border procedures such as mergers or seat transfers. The 
Green Paper outlined three options: The firs t one would build on the results of the 
BRITE project (Business Operability Throughout Europe)102; the second one would use 
the Internal Market Information System (IMI)103 and the third one would combine the 
two solutions.  
Four fifths of the respondent s took a stand on this question and two thirds of those who 
replied were in favour of building on the re sults of the BRITE projec t. They argued that 
                                                 
102 http://www.briteproject.eu   
103 http://ec.europa.eu/internal_market/imi-net/index_en.html   
 
EN 53   EN IMI is a passive query system while BRITE makes automated data exchange possible. 
BRITE has also been developed specifically fo r the purposes of business registers. Some 
respondents also stressed the investments already poured into the development of 
BRITE. An additional 20 percent of the replie s argued in favour of the combined use of 
BRITE and IMI, at least as a temporary solu tion. Those few who favoured the use of IMI 
alone stressed the lower implementation cost and underlined that the system was already 
used which was an asset in terms of accepta nce. A couple of respondents did not find any 
of the options acceptable or necessary. In their view, establishing a centralised register of 
business registers is sufficient. 
3.2 As regards the disclosure of branches  of foreign companies, three quarters of the 
respondents gave an answer. Nearly all of them recognised the need for an automated 
notification system between the register of the company and the regi ster of its foreign 
branch and more than a third of  the replies pointed out the need for the creation of a firm 
legal basis for the data exchange in the 11th CLD.104 A couple of replies supported the 
initiative but were not in favour of amendi ng the relevant Directive. A few respondents 
explicitly promoted the so-cal led Branch Disclosure Service that has been developed in 
the context of the BRITE proj ect and is already in use in some Member States. 
Additional suggestions 
4.1 As it was underlined in section 1, a recurring comment was related to the uneven 
quality of data in the busi ness registers of the 27 Memb er States. A few respondents 
suggested that a minimum set of data  should be harmonised at Eu ropean level that must 
be made available across the EU through the network of regi sters. A number of 
respondents emphasised that the use of XBRL  would facilitate standardisation and 
increase the comparability of data. 
The not sufficiently frequent updates  of the content of the busi ness registers have also 
been identified as a prob lem by several replies.  
One key component of the quality of the transmitted data is the information on its legal 
value . As one respondent pointed out, in some countries, the register  simply states the 
content of the registered data, whereas in other Member States the information provided 
by a register has a "public" character and re buttable or even non-rebuttable presumptions 
are attached to it ("public trus t"). Information on this matter should be made available to 
the users of registered business informati on. At the same time, there should be legal 
certainty as regards the law applicable to  the transmitted information. It was also 
proposed to adopt European rules on the lega l value of registered business information. 
4.2 A couple of respondents argued in favour of a central European business register , 
either for all companies or only for European legal forms105, as it would be the best 
solution to provide standardised, reliable,  easily accessible business information. A 
                                                 
104 11th 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 (OJ L 395, 30.12.1989, p. 36–39)  
105 European Company (SE), European  Cooperative Society (SCE), European Economic Interest Grouping 
(EEIG) 
 
EN 54   EN similarly low number of responses took a cl ear stand against a cen tralised European 
register. 
Some suggested developing a central database for disqualified directors . 
4.3 Approximately a quarter of the responde nts put forward proposals to introduce a 
"European business certificate" , i.e. an extract from the business registers standardised 
at European level. They argue that such a measure would increase transparency and 
constitute important simplification for businesses. 
4.4 A few respondents asked for an even more ambitious approach with respect to the 
review of the 11th CLD on the registration of foreign branches. They argued in favour of 
new rules allowing for the registration of a foreign bran ch in the register of its 
"parent company" . Consequently, no further registra tion would be necessary in the 
jurisdiction where the branch is located. 
4.5 Some comments asked for free access to registe red business information  all over 
the EU while others argued in favour of ensuring free access for public authorities to the registered data. 
4.6 There were some suggestions that were not  strictly related to the interconnection of 
business registers but belonged to the broade r area of simplification and administrative 
burden reduction. In partic ular they asked for the reduction of filing requirements  for 
businesses. 
4.7 Finally, some suggested developing a Europe-wide policy on company names .  
Next Steps 
The European Commission will prepare evidence on the advantages and disadvantages of 
the possible policy options by assessing their potential impacts. The results of this 
process will be summarised and presented in an impact assessment report, which will be 
made public. 
 
EN 55   EN Annex 2  
Overview of the authorities responsible for business registration in the Member 
States   
Type Member State 
Regional or local court Austria, Belgium, Bulgaria, Czech 
Republic, France, Germany, Hungary, Poland, Romania, Slovakia 
Ministry or other central authority Cyprus, Denmark, Estonia, Finland, 
Ireland, Latvia, Lithuania, Luxembourg, Malta, Portugal, Slovenia, Sweden, UK 
Chamber of commerce Greece, Italy, Netherlands 
Other Spain ( ‘registrador’ ) 
 
 
EN 56   EN  
Annex 3  
First Company Law Directive (Directiv e 2009/101/EC) — number of companies 
(active enterprises) concerned 
EU/EEA country  Limited liability 
companies Number of 
enterprises: all 
legal forms **** 
Belgium*  
Bulgaria 101  841
Czech Republic 150  151
Denmark 85 206
Germany** 1 045  919
Estonia 46 869
Greece* 
Spain 1 226  027
France 1 010  237
Ireland** 158  623
Italy 685  630
Cyprus 226  118
Liechtenstein** 7 304
Latvia 51 232
Lithuania 37 843
Luxembourg 19 338
Hungary 166  252
Malta** 35 000
Netherlands*** 659  400
Norway 122  414
Austria 68 424
Poland 162  244
Portugal 314  629
Romania 473  983
Slovenia 36 190
Slovakia 75 280
Finland 118  746
Sweden 252  498
United Kingdom 1 225  660  
Total 8 563  058 18 960  000
Source: Eurostat  
* Figures for Belgium and Greece were neither availabl e from Eurostat nor provi ded by the governments. 
** Figures for Germany, Ireland, Liechtenstein and Malta were not available from Eurostat. The figures 
used were sent directly by the relevant governments. 
*** Figures for the Netherlands provided by Kamer van Koophandel (chamber of commerce), October 
2009. 
**** Eurostat, ‘Business economy overview ’, 2009 edition, number of enterprises excluding Belgium, 
Greece, Norway and Liechtenstein. For Malta, only th e component for limited liability companies was 
used. 
 
EN 57   EN Annex 4  
 
 
Source: Becht, Marco, Mayer, Colin and Wagner, Hann es F., ‘Where Do Firms Incorporate? Deregulation 
and the Cost of Entry ’ (August 2007). ECGI — Law Working Paper No 70/2006; Journal of Corporate 
Finance, Vol. 14, No 3, 2008. Available at: http://ssrn.com/ab stract=906066 , p. 28. 
 
EN 58   EN Annex 5  
Questionnaire 
Content of the business register  
1. In addition to the list of items in Article 2 of the First Company law Directive 
(2009/101/EC) what other information does yo ur national legislat ion require from 
limited-liability companies to submit to the business register? Please add reference to 
the relevant legislation. 
2. Are there any data in the busin ess register that is not access ible to the public? If so, 
what are they? 
3. How often are companies required to update th e information listed in Article 2 of the 
First Company law Directive, in the business register? In particular, how long after an 
event (e.g. change of the directors, change of  registered office, liq uidation/dissolution 
of a company) is the cha nge entered in the register and disclosed? Please add 
reference to the relevant legislation. 
4. In the case where a company does not comply with the requirement referred to in Q3, 
what are the sanctions, if any? Please a dd reference to the relevant legislation. 
5. Do you consider that there is any additional piece of business information that should 
be made accessible through the business register in every Member State, i.e. by 
which the list in Article 2 of the First Company law Directive should be completed? 
If so, what is it and why? 
6. Do you consider that a possible future exch ange of information should exclude any of 
the items mentioned in Article 2 of the Fi rst Company law Directive? If so, which 
items would be expendable and why? 
Legal value of the registered and disclosed business information 
7. What is the "legal value" of the informati on stored and disclosed in the register? In 
particular, is "public trust" at tached to it, i.e. to what extent can third parties rely on 
it? Is it a statement of facts, or is a re buttable or non-rebuttable presumption attached 
to such information? Please add re ference to the relevant legislation. 
Business registration 
8. Does your national law require the applicati on of the rules of the First Company law 
Directive on business registration (Articles 2-4 and 6-7) to companies or other legal 
entities other than the ones listed in Article 1 of the Directive? If  so, to which legal 
forms? (see also Q16) 
9. If your national legislation doe s not provide for preventive, administrative or judicial 
control at the time of forma tion of a company, in what legal form are the instrument 
of constitution (articles of association, statute, memorandum and any amendments 
thereto) drawn up and certifi ed (Article 11 of the First Company law Directive)? 
Please add reference to th e relevant legislation. 
 
EN 59   EN Access to information by electronic means 
10. Can you access the information disclosed in the business register through a web-
based application and/or by e-mail? (see also Q19)  
Foreign branches 
11. What are the applicable rules for the regist ration of branches of foreign companies? 
In particular, are companies asked to upda te the data require d by the Eleventh 
Company law Directive (89/666/EEC)? What are the sanctions if a company does not 
comply with the obligation? Please add reference to the relevant legislation. 
Cross-border mergers 
12. As regards cross-border mergers, how is the second subparagraph of Article 13 of 
Directive 2005/56/EC applied in your count ry, i.e. how does the registry of the 
resulting company notify the former registry, of the registration of  the merger? Please 
add reference to the relevant legislation. 
Cross-border seat transfers 
13. As regards the cross-border seat transfer of European Companies (SEs) and European 
Cooperative Societies (SCEs), how are Ar ticle 8(11) of the SE Regulation EC 
No.2157/2001 and Article 7(11) of the SC E Regulation EC No.1435/2003 applied in 
your country, i.e. how does the SE's or SCE' s new registry notify the former registry, 
of the registration of the seat  transfer? Please add reference to the relevant legislation. 
14. In the Member States where other limited-lia bility companies may transfer their seat 
across borders, how do the competent regist ers communicate with each other in the 
cross-border procedure? 
Practical experience 
15. Are you aware of any practical difficulties in  relation to the app lication of the above 
rules? If so, what are they? 
Request for data 
Figures on companies that are subject  to the First Company law Directive 
16. Do you know how many companies in your co untry are currently (in 2010) covered 
by the rules of the First Company law Dir ective on business registration (Articles 2-4 
and 6-7)? Could you provide us with a brea kdown (according to legal forms) of the 
different categories? (see also Q8) 
Figures on cross-border operations 
17. Please complete the table with the figures  on the number of the registered cross-
border operations in  your country: 
Operation  2010 2009 2008 
 
EN 60   EN inbound     Cross-border mergers  
outbound    
inbound    Cross-border seat transfers of European 
Companies (SE) 
outbound    
inbound    Cross-border seat transfers of European 
Cooperative Societies (SCE) 
outbound    
inbound    Cross-border seat transfers of other limited 
liability companies (if applicable) 
outbound    
Registration of branches of foreign companies     
Deletion of branches of foreign companies     
 
Figures on information reque sts by electronic means 
18. Please complete the table on the number of domestic and cross-border information 
requests by electronic means: 
Origin of information requests to business 
registers106 2010 2009 2008 2007 
Domestic (from the same MS)     
Cross-border (from another MS)     
Cross-border (from a third country)     
 
Figures on costs of electronic access to business information 
19. How much does it cost to access the informati on disclosed in the business register by 
electronic means (through a web-based applic ation and/or by e- mail)? Please provide 
figures at least for the followi ng documents and particulars: 
Type of information (Article  2 of the First CLD) Cost 
the instrument of const itution and the statutes  
                                                 
106  Please indicate if there was a si gnificant change in the system of electronic access to information 
between 2007 and 2010. 
 
EN 61   EN Any amendments to the instruments of constitution and the statutes  
the complete text of the instrument or statutes as amended to date  
the appointment, termination of offi ce and particulars of the persons 
who are authorised to represent the company in dealings with third parties and in legal proceedings (indiv idually or jointly) or take part 
in the administration, supervisi on or control of the company  
the amount of the capital subscribed  
the accounting documents for each financial year   
Any change of the registered office of the company  
the winding-up of the company  
Any declaration of nullity of the company by the courts  
the appointment of liquidators, particulars concerning them, and 
their respective powers  
the termination of the liquidation and the fact of striking off  
 
Please specify if access is free to a limited or  unlimited set of data and whether you have 
packages or subscriptions available to acc ess business information by electronic means? 
In the latter case, please specify th e applicable fees. (see also Q10) 
Other information 
Please do not hesitate to add any other kind of  related information or data you consider 
useful for this exercise. 
 
 
EN 62   EN Annex 6  
Exports by SMEs by destination 
 
 
          
 
EN 63   EN Annex 7  
Imports by SMEs by origin 

 
EN 64   EN Annex 8  
 
 
 
EN 65   EN Annex 9  
Members of the EBR network 
Austria:  Telekom Austria AG ( http://dataweb.telekom.at ) 
Belgium:  Coface Services ( http://www.coface.be ) 
Czech Republic: Ministry of Justice ( http://www.justice.cz/or )  
Denmark:  Erhvervs- og Selskabsstyrelsen ( http://www.cvr.dk ) 
Estonia:  Registrite ja Infosüsteemide Keskus ( http://www.rik.ee ) 
Finland:  Patentti- ja rekisterihallitus ( http://www.prh.fi ) 
Former Yugoslav Republic of Macedonia:  Central Register of the Republic of Macedonia 
(http://www.crm.org.mk ) 
France:  Institut National de la Propriété Industrielle ( http://www.inpi.fr ) 
Germany:  Bundesanzeiger ( www.bundesanzeiger.de )  
Greece/Athens:  Athens Chamber of Commerce and Industry ( http://www.acci.gr ) 
Guernsey: Guernsey Registry ( https://www.greg.gg ) 
Ireland:  Companies Registration Office ( http://www.cro.ie ) 
Italy:  InfoCamere S.c.p.A. ( http://www.infocamere.it ) 
Jersey:  Jersey Financial Services Commission ( http://www.jerseyfsc.org ) 
Latvia:  Lursoft IT ( http://www.lursoft.lv ) 
Lithuania: State Enterprise Centre of Registers  (http://www.registrucentras.lt ) 
Luxembourg:  Registre de Commerce et des Soci étés du Grand-Duché de Luxembourg 
(https://www.rcsl.lu ) 
Netherlands:  Kamer Van Koophandel Nederland ( http://www.kvk.nl ) 
Norway:  Brønnøysundregistrene ( http://www.brreg.no ) 
Serbia:  Serbian Business Registers Agency ( www.apr.sr.gov.yu ) 
Slovenia:  Agency of the Republic of Slovenia for Public Legal Records and Related Services 
(http://www.ajpes.si ) 
Spain:  Servicio de Certificacion de los Registradores ( http://www.registradores.org ) 
Sweden:  Bolagsverket ( http://www.bolagsverket.se ) 
Ukraine:  Information Resource Cent re State Enterprise ( http://www.irc.gov.ua ) 
United Kingdom:  Companies House ( http://www.companieshouse.gov.uk ) 
 
EN 66   EN Annex 10  
Products provided by members of the EBR 
 Standard EBR reports  
 Company 
search Company 
profile Person 
search Personal 
appointments Company 
appointments Other products 
Austria  x x     
 
Belgium  x x x x x  
 
Czech 
Republic        
Denmark  x x x x x  
 
Estonia x x x x x Annual accounts, 
Articles of association 
Finland  x x x x x Extract from Trade 
Register, Annual 
accounts 
France  x x x  x Annual accounts 
Former 
Yugoslav 
Republic of 
Macedonia x x     
Germany x x    Annual accounts 
Greece x x x x x  
 
Guernsey       
Ireland x x    Annual accounts, 
Annual return 
Italy  x x x x x Annual accounts 
Jersey x x     
 
Latvia  x x x x x Balance sheet, 
Profit and loss accounts, 
Annual accounts, 
Statutes, Certificate of 
registration  
Luxembourg x x   x Annual accounts, 
Articles of association, 
Incorporation deeds 
Netherlands x x     
 
Norway  x x  x x Annual accounts   
Serbia x x   x  
Slovenia x x   x Annual accounts, Extract 
from Trade Register, Credit-rating report 
Spain  x x   x Annual accounts 
Sweden  x x x x x Annual accounts, 
Articles of association 
Ukraine x x x x x  
United 
Kingdom x x x x x Annual accounts, Annual 
return, Articles of 
association, 
Incorporation documents 
 
 
EN 67   EN Key 
EU Member State offering all products 
 EU Member State offering some products107 
Non-EU country offering all products 
Non-EU country offering some products 
 
Company search  means a search by company name (or part th ereof) or company ID. It returns a list of 
companies meeting the search criteria. It is also possibl e to make a cross-country s earch by company name in 
several countries at the same time. 
Company profile  means the usual company report containing ba sic information about status, company type, 
address, paid-up capital and activities. 
Person search  means a search by person name (or part thereof) or ID. It returns a list of legal or physical persons 
declared in the business register. 
Personal appointments  means a list of the companies in which the person concerned holds a position. 
Company appointments  means a list of company direct ors and administrators. Information about shareholders is 
not available. 
The table shows that more than half of the current EBR member s do not provide the search options called for by 
the EBR. Among the EU Member States, Austria, France, Germany, Ireland, Luxembourg, the Netherlands, 
Slovenia and Spain apply rest rictions on searches. The Czech Republic is not yet connected to the network. 
Norway also applies restric tions on person searches. 
                                                 
107 The Czech Republic did not join the EBR un til 20 May 2010 and offers no products yet. 
 
EN 68   EN Annex 11  
Number of branches of foreign companies in the EEA countries108 
 
Member State No of branches 
Belgium N/A
Bulgaria 391
Czech Republic 3 084
Denmark 782
Germany 30 882
Estonia 484
Greece 1 381
Spain 1 140
France 6 827
Ireland 1 795
Italy 6 552
Cyprus 1 171
Latvia 347
Liechtenstein 90
Lithuania 346
Luxembourg 1 266
Hungary 584
Malta 280
Netherlands 19 331
Norway 15 837
Austria 2 463
Poland N/A
Portugal 2 053
Romania 779
Slovenia 341
Slovakia 1 831
Finland 989
Sweden 2 190
UK 9 062
Total 112  278
 
   
                                                
 
108  The statistics of some of the EEA countries cannot differentiate between branches of foreign companies 
from inside or outside the EU/EEA. 
 
EN 69   EN  
Annex 12  
Number of newly registered branches of fo reign companies in selected countries 
Branches of foreign companies registered EU/EEA country 2010 (partial) 2009 2008 
Bulgaria 27 122 239 
Czech Republic 102 237 297 
Denmark 17 151 171 
Estonia 2 27 33 
Ireland 54 144 196 
Cyprus 24 73 95 
Liechtenstein N/A 92 91 
Lithuania 5 32 42 
Luxembourg 34 96 103 
Hungary 56 130 147 
Malta 23 39 36 
Norway 1 741 4  119 3  598 
Austria 115 372 371 
Poland 56 169 232 
Romania 40 154 164 
Slovenia 8 18 18 
Slovakia 75 180 194 
Finland 24 101 121 
Sweden 195 473 534 
United Kingdom N/A 474 
(April 2008-March 2009)  874  
(April 2007-March 2008 ) 
This table illustrates the total number of foreign branches . The figures are very recent, covering the period from 
2008 to mid-2010, and cannot yet establish a trend. The decrease in the number of newly established branches from 2008 to 2009 seen in 14 out of the 20 countries might be a consequence of the adverse business climate 
over this period. 
 
 
EN 70   EN Annex 13  
Data on transfers of re gistered office of SEs 
Graphisoft SE NL HU 2005
DIAG Human SE CZ LI 2006Afschrift SE BE LU 2007BIBO ZWEITE [..] SE DE UK 2007
BOLBU Beteiligungsgesellschaft SE DE UK 2007
Joh. A. Benckiser SE (JAB) DE AT 2007
Jura Management SE (now 
transformed into GmbH)) NL DE 2007
MDM Holding SE AT CY 2007Narada Europe SE (liquidated) NO UK 2007
Prosafe SE NO CY 2007
Swiss Re International SE UK LU 2007AmRest Holdings SE NL PL 2008Arcelor Steel Trading SE NL ES 2008
Atrium Dritte Europäische VV DE IE 2008
bluO SE DE AT 2008Elcoteq SE FI LU 2008
Imperio Regere SE CZ CY 2008
MAI Luxembourg SE LU UK 2008Milium SE LU BE 2008
RSL COM Germany SE DE UK 2008
SEKISUI NordiTube Technologies SE DE 2008
Spirall Solution SE CZ CY 2008UBM International Holdings SE LU UK 2008
United Consumer Media SE LU UK 2008
UPRN 1 SE LU NL 2008World Nordic SE DK CY 2008
Allpar SE LU AT 2009
Ardanos Holdings SE NL FR 2009Bercy Charenton SE NL FR 2009
Carthago Value Invest SE DE IE 2009
Crius Capital SE CZ SK 2009Equinox II SE NL FR 2009Europasta SE NL CZ 2009
Fotex Holding SE Nyrt HU LU 2009
Guardian Middle East & Africa DK LU 2009GUS International Holdings SE NL UK 2009
GUS Ireland Holdings SE NL UK 2009
GUS Overseas Holdings SE NL UK 2009GUS Overseas Investments SE NL UK 2009
GUS US Holdings SE NL UK 2009
International Engineering SE LU AT 2009
Marcel Pourtout SE NL FR 2009Nyckel 0328 SE UK SE 2009
Philippe Auguste SE NL FR 2009
Powergen LS SE LU UK 2009Songa Offshore SE NO CY 2009
Elster Group SE LU DE 2010
James Hardie Industries SE NL IE 2010
James Hardie Int. Holdings NL IE 2010
Patroklos I SE SE NL 2010
Total 50 50Year of 
transferName of SE Original 
regist-
rationNew 
regist-
ration
 
 
EN 71   EN The information in this Annex is extract ed from ‘The European Company (SE) 
Factsheets’ database available at: http://ecdb.worke r-participation.eu/ . This database is 
managed and updated by the research departme nt of the European Trade Union Institute 
(ETUI) (see: http://ecdb.worker-participation.eu/ ). ETUI is financially supported by the 
European Union.  
The table above lists the transfers of the regist ered office of SEs. It shows that there had 
been 50 cases up to 1 July 2010. This is equivalent to around 8  % of all SEs that existed 
at the time. However, there is an upward trend in the number of transfers per year. After just one known transfer in  both 2005 and 2006, there were nine in 2007, 15 in 2008 and 
20 in 2009. However, as the information on transf ers is not recorded until some time after 
the event, there might have been more tr ansfers than in dicated above in 2009 and, 
especially, in 2010. 
The most frequent destinations were the Un ited Kingdom (13) and Cyprus (6), whereas 
SEs seem to be moving away from, rath er than entering, the Netherlands (17), 
Luxembourg (9), Germany (7) and the Nordic countries (7).  
 
EN 72   EN Annex 14  
Glossary 
1. Company:  In this impact assessment the term ‘company’ should always be 
understood as ‘limited liability compa ny’ unless specified otherwise.  
2. Business register:  This term comprises all the central, commercial and companies 
registers covered by Article 3 of the first CLD.  
3. First CLD:  Directive 2009/101/EC of the European Parliament and of the Council of 
16 September 2009 on coordination of safe guards which, for the protection of the 
interests of members and third parties, are required by Member States of companies within the meaning of the sec ond paragraph of Article 48 of the Treaty, with a view to 
making such safeguards equivalent (OJ L 258, 1.10.2009, pp. 11–19). 
4. Eleventh CLD:  Eleventh Council Directiv e 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 a nother State (OJ L 395, 30.12.1989, 
p. 36). 
5. Cross-Border Mergers Directive: Directive 2005/56/EC of th e European Parliament 
and of the Council of 26 October 2005 on cr oss-border mergers of limited liability 
companies (OJ L 310, 25.11.2005, p. 1). 
6. SE Regulation: Regulation (EC) No 2157/2001 of 8 Oc tober 2001 on the Statute for a 
European company (SE) (OJ L 294, 10.11.2001, p. 1). 
7. SCE Regulation: Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a 
European Cooperative Society (SCE) (OJ L 207, 18.8.2003, p. 1). 
8. Branch:  There is no definition in EU law. In general, branches are not independent 
legal persons; the company they belong to is responsible for th eir debts and other 
obligations. 
9. Merger:  (definition given in Directive 2005/56/EC) an oper ation whereby: 
(a) one or more companies, on being dissolved  without going into liq uidation, transfer all 
their assets and liabilities to  another existing company, the acquiring company, in 
exchange for the issue to their members of securities or shares representing the capital of that other company and, if applicable, a cash payment not exceeding 10
 % of the nominal 
value, or, in the absence of a nominal va lue, of the accounting par value of those 
securities or shares; or 
(b) two or more companies, on being dissolved  without going into li quidation, transfer all 
their assets and liabilities to a company that they form, the new company, in exchange for 
the issue to their members of securities or  shares representing the capital of that new 
company and, if applicable, a cash payment not exceeding 10  % of the nominal value, or, 
in the absence of a nominal value, of the accounting par value of those securities or 
shares; or 
 
EN 73   EN (c) a company, on being dissolved without going into liquidation, transfers all its assets 
and liabilities to the company holding all the securities or shares representing its capital. 
10. European Business Register (EBR):  A voluntary network that combines official 
business registers from 19 Member States  and six other European jurisdictions 
(http://www.ebr.org ).  
11. BRITE (Business Register Intero perability Throughout Europe):  A research 
project conducted between 2006 and 2009 and financed under the Sixth Framework Programme that developed spec ific technological solutions to enhance the quality of 
exchanges of information on cross-border tran sfers of registered office and mergers and 
foreign branch disclosure (h ttp://www.briteproject.eu).  
12. Internal Market Information System (IMI):  An electronic tool designed to support 
day-to-day cooperation between  public administrations by making electronic exchanges 
of information between comp etent authorities possible.