EN    EN EN 
EN    EN  EUROPEAN COMMISSION 
Brussels, 24.2.2011 
SEC(2011) 223 final 
COMMISSION STAFF WORKING DOCUMENT 
SUMMARY OF THE 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) 222 final 
COM(2011) 79 final 
 
EN 2   EN 1. INTRODUCTION  
The current financial crisis hi ghlighted once again the importanc e of transparency across the 
financial markets, including on companies' governance and business activities. The Council's 
Conclusions of 25 May 2010 confirmed that im proving access to up-to-date and trustworthy 
information on companies could encourage greate r confidence in the ma rket, help recovery 
and increase the competitiveness of European business1.  
Business registers play an essential role in this regard; they register, examine and store 
company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they ma ke this information available to the public.  
Businesses increasingly expand beyond national borders using the opportunities offered by 
the Single Market. Consequently, there is and an  increasing need for cross-border cooperation 
between business registers and an increasing demand for access to information on companies 
in a cross-border context, either for commercial purposes or to facilita te access to justice.  
On 5 November 2009, the European Commission adopted a Green Paper
2 accompanied by a 
progress report3 on the interconnection of business registers. The Green Paper formed the 
basis of a public consultation where nearly all respondents e xpressed their support for the 
improvement of the interconnection of business registers in the EU4.  
On 25 May 2010, the Competitiveness Council adopted conclusions welcoming the 
Commission's initiative to improve the interconnectio n of business register s. The report of the 
European Parliament also urge d the Commission and Member Stat es to make progress in this 
area5. Finally, the opinions of the European Economic and Social Committee6 and the 
Committee of Regions7 expressed strong support for the Commission initiative. 
The IA report was examined by the Impact Assessment Board in written procedure. The 
Board issued a favourable opinion on 15 Se ptember 2010. Following the Board's opinion, a 
number of changes were made to the report.  
2. CONTEXT  
Business registers exist in every Member State;  they are organised e ither at a national, 
regional or local level. In 1968 common rules we re adopted to establish minimum standards 
for disclosure (registration and pub lication) of business information8. Since 1 January 2007, 
                                                 
1 9678/10. 
2 COM(2009) 614 final. 
3 SEC(2009) 1492. 
4 Feedback statement: http://ec.europa.eu/internal_market/company/business_registers/index_en.htm  
5 2010/2055(INI). 
6 INT/517. 
7 CdR 20/2010. 
8 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 within 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). 
EN 3   EN Member States also have to maintain electronic business registers9 and allow third parties to 
access the content of the register online. 
Reliable up-to-date information on companies is crucial for consumers, existing or potential 
business partners, public administration and ju stice also in the cross-border context. 
Moreover, cooperation of business registers from  different Member States is explicitly 
required by European legal instruments that have been adopted in the last decade in order to 
facilitate the cross-border mergers of limited-liability companies10 and the cross-border seat 
transfer of the European Company (SE)11 and a European Cooperative Society (SCE)12.  
Since 1992 a voluntary cooperation mechanism betw een the business regist ers in Europe has 
been in existence. By now the so- called European Business Register (EBR)13 combines 
official business registers from 19 Member States and six other European jurisdictions. 
Between 2006 and 2009, EBR took part in a research pr oject called BRITE14 that had the 
objective to develop a technological platform fo r the interoperability of business registers 
throughout Europe. But EBR faces significant cha llenges as regards its expansion, financing 
and governance; the current cooperation mechanism is not satisfactory for the potential users. 
Another relevant project is the Internal Market Information System (IMI) that is an electronic 
tool designed to support day-to-day administrative coopera tion between public 
administrations in the context of the Servi ces Directive (2006/123/EC ) and the Professional 
Qualifications Directive (2005/36/EC). IMI serv ices could also support the enforcement of 
other directives. 
Finally, the European e-Justice portal will be  the key point of 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 and other experts and the judiciary.  
3. SUBSIDIARITY  
Nearly two decades of experien ce with EBR show that self-re gulation is not sufficient to 
achieve the objectives of this initiative. The objectives also cannot be achieved by the 
Member States as a common set of rules, and conditions for the cross-border cooperation 
between the national business re gisters need to be establis hed. If such provisions were 
determined at national level, they could be incompatible with each other and not be suitable to reach the objectives. Action at EU leve l is therefore nece ssary and justified. 
                                                
 
9 Directive 2003/58/EC of the European Parliament and of the Council of 15 July 2003 amending 
Council Directive 68/151/EEC, as regards disclosu re requirements in respect of certain types of 
companies (OJ L 221, 4.9.2003, p. 13). 
10 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). 
11 Regulation (EC) No 2001/2157 of 8 October 2001 on the Statute for a European company (OJ L 294, 
10.11.2001, p. 1). 
12 Regulation (EC) No 2003/1435 of 18 August 2003 on the Statute for a Euro pean Coopera tive Society 
(OJ L 207, 18.08.2003, p. 1).  
13 http://www.ebr.org/   
14 http://www.briteproject.eu   
EN 4   EN 4. OBJECTIVES  
The general objectives of this initiative are to increase confidence in the Single 
Market and the competitiveness of Europ ean businesses as well as to improve the 
performance of public administration by promoting cooperation between business 
registers in Europe. The specific objec tives include ensuri ng a safer business 
environment for consumers, creditors and other business partne rs, increasing legal 
certainty, reducing administrative burden on companies and accelerating procedures. 
In particular, this initiative aims at: 
• Ensuring that the business regi ster of the company provides up-to-date information on the 
status of the company to the business register(s) of the foreign branch all across Europe 
• Developing a cooperation framework between bus iness registers in cross-border merger 
and seat transfer procedures  
• Facilitating cross-border access to official business information by determining a common 
minimum set of up-to-date company informati on to be made available through the network 
to third parties in every Member State  
5. PROBLEM DEFINITION , OPTIONS AND IMPACTS  
The issues around the interconnectio n of business registers can be  grouped in three different 
sections: lack of up-to-date business informati on in the register of foreign branches, the 
difficulties of cooperation in cross-border merger  and seat transfer procedures and difficult 
cross-border access to business information.  
The impact of the possible policy options wa s measured against the following criteria: 
effectiveness, impact on stakeholders (consumers, creditors, etc.), administrative burden 
reduction, legal certainty, flexibility and costs.  
5.1. Cost scenarios 
The costs depend on the chosen technological so lution. The choice of the ICT tools needs to 
be made in the implementation phase. The ICT implications of the present initiative are 
therefore only of indirect nature. The impa ct assessment carried out a high-level cost 
assessment on the basis of differe nt technologies. The basic diffe rence between them is that 
EBR allows for automated data exchange and is ab le to treat high volumes of data at the same 
time. IMI requires manual data exchange and is suitable for low volume electronic 
communication.  
IMI is run by the Commission. The costs of the services are therefore borne by the 
Commission. The extension of E BR/BRITE should be financed by the Member States unless 
EU funds become available for this purpose.  
Scenario 1  considered the costs of building on th e EBR and the BRITE project and extending 
the scope of the current cooperation to the rema ining eight Member States. The overall cost of 
the extension would reach EUR 164,472. The a nnual maintenance cost s could reach EUR 
495,000. 
EN 5   EN Scenario 2  examined the costs of developing a so lution using IMI. Member States do not 
share any of the maintenance or hosting co sts in IMI. In 2009, the costs borne by the 
Commission were around EUR 518,000. The introduc tion of a new area would require some 
investment within the Commission in terms of development and support. 
Scenario 3  estimated the costs of building a new ne twork of business registers based on the 
costs of building IMI and EBR. Up until 2009, the overall IMI development costs reached nearly EUR 2 million and the maintenance co sts nearly EUR 770,000 (excluding the costs of 
human resources). The cost of building an EB R-like network from scratch would amount to 
EUR 11.06 million. The annual maintenance cost  could reach EUR 405,000. Due to the high 
costs of this option and the wish  of Member States to build on results already achieved in this 
area (EBR, BRITE and IMI), this scenario was discarded. 
5.2. Lack of up-to-date business informatio n in the business reg ister of foreign 
branches  
The 11
th Company Law Directive requires companies to disclose a number of particulars and 
documents when they open a branch in anothe r Member State. However, companies often fail 
to update this information. The omission may have  critical consequences  to the protection of 
consumers and business partners in particular wh en the register of the branch is not notified 
about the dissolution or the insolvency of the company (15% of the examined cases). Taking 
into account the overall number of fore ign branches in Europe (over 112,000), 16,800 
registered foreign branches could be in this situation. 
The lack of updated information in the busine ss register of a foreign branch makes the 
business environment riskier for consumers and creditors and redu ces legal certainty. 
Moreover, the lack of cooperati on between business registers put s administrative burden on 
companies that could potentially be reduced by EUR 69 million15.  
Four options were examined:  
• Option A1:  No policy change 
• Option A2: Recommend detailed rules for business registers on the method of cooperation 
in updating information on cross-border branches 
• Option A3:  Lay down a legal requirement for th e business registers to cooperate by 
electronic means with re gard to updating the registration of foreign branches and specify 
the technical detail s of the cooperation 
• Option A4:  Lay down a legal requirement for th e business registers to cooperate by 
electronic means with re gard to updating the registration of foreign branches and specify 
the technical details of the cooperation in a delega ted act/governance agreement 
The conclusion of the impact assessment is the option A4 should be preferred. While 
options A2-A4 could bring about positive changes as regards effectiveness, option A2 could not ensure legal certainty and the application of the rules in all Member 
                                                
 
15 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. 
EN 6   EN States. Options A3 and A4 could reduce ad ministrative burden and provide legal 
certainty. While option A3 would assure th e highest level of uniformity, it would not 
be flexible at all. Option A4 would complement legislation by a delegated act and thus would allow the different registries to  take into account their specificities. The 
costs of options A3 and A4 would be the same. 
5.3. Difficulties of cooperation between bus iness registers in cross-border merger 
and seat transfer procedures 
The cross-border cooperation of business register s in cross-border merger and seat transfer 
procedures is required explicitly by European legal instruments. However they do not provide guidance on the method of sendi ng the notification. In practice, the no tifications between 
business registers are usually transmitted by regular mail in the language of the issuing authority. Due to the current low number of pro cedures, business registries are, at present, 
able to treat the notifications manually. Howe ver, they expect to face difficulties if the 
number increases in the future. 
The difficulties of cooperation between business registers in cross-border merger and seat 
transfer have a negative impact on legal cert ainty. If a requirement for cooperation existed 
when an SE or an SCE is created by cross- border merger, the administrative burden on these 
companies could be reduced. 
Four options were examined:  
• Option B1:  No policy change 
• Option B2:  Recommend detailed rules for business registers on the method of cooperation 
in cross-border merger and seat transfer procedures 
• Option B3:  Lay down legal requirements specifying th e technical details of the cooperation 
between business registers in cross-border  merger and seat transfer procedures 
• Option B4:  Lay down legal requirements for coopera tion and specify the technical details 
in cross-border merger and seat transfer  procedures in a de legated act/governance 
agreement  
The conclusion of the impact assessment is that  option B4 should be pr eferred. As, with the 
exception of the formation of an SE and an SCE through a cross-border merger, there are 
already legal obligations for busin ess registers to cooperate on cross-border procedures, only a 
legal provision delegating powers to the Commission is necessar y. Option B3 seems too rigid 
while options B2 and B4 both provide the necessa ry flexibility for Member States. However, 
option B4 (delegated act) is the more appr opriate solution as it mandatorily involves all 
Member States while in option B2 keeps the pa rticipation voluntary. Options B3 and B4 could 
reduce administrative burden on companies in re lation to the formation of SEs and SCEs by a 
cross-border merger. The costs could be limite d, depending on the choice of the ICT tools. 
5.4. Difficult cross-border access to business information 
While business information on companies is easily available in the country of their 
registration, access to the same information fr om another Member State may be hindered by 
EN 7   EN technical or language barriers EBR does not cover all 27 Member States and the information 
that is accessible through the network varies from one country to another. 
The lack of a unique company identifier makes the identification of companies difficult in 
cross-border situations (e.g. mergers or groups). The frequency of updating business 
information is currently not harmonised and there is no information for the users of the data as 
regards its reliability in the different Member States. 
The limited cross-border access to business information results in a riskier business 
environment for consumers and for exis ting or potential business partners. The 
problem also results in less legal certainty.  
Four options were examined:  
• Option C1:  No policy change 
• Option C2:  Recommend detailed rules for business re gisters to ensure better cross-border 
access to information 
• Option C3: Lay down a requirement for Member Stat es to participate in an electronic 
network of business registers, specify the list of information to be transmitted through the network, the frequency of updati ng the registered information and the technica l details of 
the cooperation 
• Option C4:  Lay down a requirement for Member Stat es to participate in an electronic 
network of business registers, determine the list of information to be transmitted through 
the network and the frequency of updating th e registered information and specify the 
technical details of the cooperation in  a delegated act/gov ernance agreement 
The conclusion of the impact assessment is th e option C4 should be preferred. Option C2 has 
a potential while options C3 and C4 have a certain positive impact on stakeholders. Non-
legislative measures (option C2) could not ensu re legal certainty with respect to access to 
information. Options C3 and C4 would create a clear legal framewor k, but option C3 would 
require legislative amendments in case technical details change. Option C4 would ensure the necessary flexibility. The options have no impact on administrative burden. The costs, 
however, could be significant. 
6. M
ONITORING AND EVALUATION  
The Commission will follow the implementation phase of the provisions and provide for a 
framework for a structured discussion of natio nal experts (e.g. works hops) on the details of 
the delegated act. Five years after the transposition of the provisions, the effect of the measures should be evaluated.