1. 6. 88 Official Journal of the European Communities No C 143/9 
II 
(Preparatory Acts) 
COMMISSION 
Amended proposal for a Council Directive on the obligations of branches established in a 
Member State by credit institutions and financial institutions having their head offices outside 
that Member State regarding the publication of annual accounting documents (') 
COM(88) 118 Jiml 
(Submitted by the Commission to the Council pursuant to Article 149 (3) of the EEC Treaty on 
11 March 1988) 
(88/C 143/10) 
O OJ No C 230, 11. 9. 1986, p. 4. 
II. TEXT OF THE PROPOSAL 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
THE COUNCIL OF THE EUROPEAN COMMUNITIES, Unchanged 
Having regard to the Treaty establishing the European 
Economic Community, and in particular Article 54 (3) 
(g) thereof, 
Having regard to the proposal from the Commission, 
Having regard to the opinion of the European 
Parliament, 
Having regard to the opinion of the Economic and 
Social Committee, 
Whereas the establishment of a European internal 
market presupposes that the branches of credit 
institutions and financial institutions having their head 
offices in other Member States should be treated in the 
same way as branches of credit institutions and financial 
institutions having their head offices in the same Member 
State; whereas this means that, with regard to the publi­
cation of annual accounting documents, it is sufficient 
for the branches of such institutions having their head 
offices in other Member States to publish the annual 
accounting documents of their institution as a whole; 
Whereas the proposal for an Eleventh Council Directive 
concerning disclosure requirements in respect of 
branches provides for rules of disclosure concerning 
documents and particulars relating to branches opened in 
a Member State by certain types of companies governed 
by the law of another State; whereas as regards 
disclosure of annual accounting documents, Article 11 of 
that proposed Directive refers to specific provisions to be 
laid down for banks and other financial institutions; Whereas the proposal for an Eleventh Council Directive 
concerning disclosure requirements in respect of 
branches provides for rules of disclosure concerning 
documents and particulars relating to branches opened in 
a Member State by certain types of companies governed 
by the law of another State; whereas as regards 
disclosure of annual accounting documents, Article 11 of 
that proposed Directive refers to specific provisions to be 
laid down for banks and other financial institutions, 
especially in respect of the matters covered by Articles 3 
and 7 of that proposed Directive; 
No C 143/10 Official Journal of the European Communities 1. 6. 88 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Whereas the present practice of some Member States of 
requiring the branches of credit institutions and financial 
institutions having their head offices outside the Member 
State to publish annual accounts relating to the branch is 
no longer justified following the adoption of the Council 
Directive on the annual accounts of banks and other 
financial institutions; whereas branch accounts cannot in 
any case provide the public, and in particular creditors, 
with an adequate view of the financial situation of the 
undertaking, since part of a coherent whole cannot be 
viewed in isolation; Unchanged 
Whereas, on the other hand, in view of the present level 
of integration, the need for certain information on the 
activities of branches of credit institutions and financial 
institutions having their head offices outside the relevant 
Member State cannot be disregarded; whereas, however, 
the extent of such information must be limited so as to 
prevent distortions of competition; 
5. recital (inserted) 
Whereas, however, the provisions of this Directive do not 
in any way affect the obligations of branches of credit 
institutions and financial institutions to provide infor­
mation pursuant to social legislation, especially with 
regard to employees' rights to information, pursuant 
to host countries' rights of supervision over credit 
institutions or financial institutions, and pursuant to fiscal 
legislation; 
Whereas equality of competition means, with regard 
to the branches of credit institutions and financial 
institutions having their head offices in non-member 
countries, that such branches must, on the other hand, in 
publishing their annual accounting documents, adhere to 
a standard which is the same as or equivalent to that of 
the Community, but, on the other hand, that such 
branches should not have to publish their own annual 
accounts if they fulfil the abovementioned condition; Unchanged 
Whereas the equivalence of annual accounting 
documents of credit institutions and financial institutions 
having their head offices in non-member countries 
required under this Directive may lead to problems of 
assessment; whereas it is therefore necessary for this and 
other problems in the area covered by the Directive, and 
in particular in its implementation, to be dealt with 
by representatives of the Member States and the 
Commission jointly in a Contact Committee; whereas, in 
order to keep the number of such committees within 
limits, such cooperation should be carried out within the 
framework of the Committee set up under Article 52 of 
Council Directive 78/660/EEC ('), with the Committee 
meeting in an appropriate composition where problems 
relating to credit institutions are to be dealt with, 
0) OJ No L 222, 14. 8. 1978, p. 11. 
1. 6. 88 Official Journal of the European Communities No C 143/11 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
HAS ADOPTED THIS DIRECTIVE: 
Article 1 Article 1 
Scope 
(1) The coordination measures prescribed by this 
Directive shall apply to branches of credit institutions 
and financial institutions within the meaning of Article 2 
of Council Directive .../.. ./EEC (*) established in a 
Member State which have their head offices outside that 
Member State. Where a credit institution or financial 
institution has its head office in a non-member country, 
this Directive shall apply insofar as the credit institution 
or financial institution has a legal form which is 
comparable to the legal forms specified in Article 2 of 
Directive .../.. ./EEC. Scope 
(1) The coordination measures prescribed by this 
Directive shall apply to branches of credit institutions 
and financial institutions within the meaning of Article 2 
of Council Directive 86/635/EEC (*) established in a 
Member State which have their head offices outside that 
Member State. Where a credit institution or financial 
institution has its head office in a non-member country, 
this Directive shall apply insofar as the credit institution 
or financial institution has a legal form which is 
comparable to the legal forms specified in Article 2 of 
Directive 86/635/EEC. 
(2) The third indent of Article 1 of Council Directive 
77/780/EEC (2) shall apply mutatis mutandis to branches 
of credit institutions and financial institutions within the 
meaning of this Directive. (2) Unchanged 
Article 2 Article 2 
Provisions relating to branches of credit institutions and 
financial institutions having their head offices in other 
Member States 
(1) Member States shall require branches of credit 
institutions and financial institutions having their head 
offices in other Member States to publish the documents, 
specified in Article 42 of Directive .../.. ./EEC (annual 
accounts, consolidated accounts, annual report, 
consolidated annual report, opinions of the person 
responsible for auditing the annual accounts and 
consolidated accounts), of the credit institution or 
financial institution in accordance with the provisions set 
out therein. Unchanged 
(1) Member States shall require branches of credit 
institutions and financial institutions having their head 
offices in other Member States to publish the documents, 
specified in Article 44, and in particular, in paragraphs 2 
and 4, thereof, of Directive 86/635/EEC (annual 
accounts, consolidated accounts, annual report, 
consolidated annual report, opinions of the person 
responsible for auditing the annual accounts and 
consolidated accounts), of the credit institution or 
financial institution in accordance with the provisions set 
out therein. 
(2) Such documents must be drawn up and audited in 
the manner required by the law of the Member State in 
which the credit institution or financial institution has its 
head office in accordance with Directive .../.. ./EEC. (2) Such documents must be drawn up and audited in 
the manner required by the law of the Member State in 
which the credit institution or financial institution has its 
head office in accordance with Directive 86/635/EEC. 
(3) Branches may not be required to publish annual 
accounts relating to their own activities. (2a) Articles 2 and 4 of the proposal for an eleventh 
Council Directive concerning disclosure requirements in 
respect of branches opened in a Member State by certain 
types of companies governed by the law of another State 
shall apply mutatis mutandis. 
(3) Unchanged 
(') Proposal for a Council Directive on the annual accounts of 
banks and other financial institutions, OJ No C 130, 1. 6. 
1981 and amended proposals, OJ No C 83, 24. 3. 1984 and 
OJ No C 351, 31. 12. 1985. 
O OJ No L 322, 17. 12. 1977, p. 30. (l) OJ No L 372, 31. 12. 1986, p. 1. 
No C 143/12 Official Journal of the 
ORIGINAL PROPOSAL 
(4) Member States may, pending further coordination, 
require branches to provide the following additional 
information: 
(a) details of: 
— the endowment capital of the branch, 
— the profit or loss of the branch, 
— the income of the branch deriving from items 1 
to 3 and 6 of Article 29 or from item B 1 to B 3 
and B 6 of Article 30 of Directive .../.. ./EEC, 
— the total claims and liabilities attributable to the 
branch, broken down by those in respect of 
credit institutions and those in respect of 
customers, 
— the net sums of the total assets or liabilities of the 
balances of the branch in relation to the head 
office, the other branches and the undertakings 
included in the consolidated accounts of the 
credit institution or financial institution; 
(b) the description of the activities of the branch, 
showing the main categories of business during the 
financial year. 
Where such information is required, it must be audited 
by one or more persons authorized to audit accounts 
under the law of the Member State in which the branch 
is established. 
Article 3 
Provisions relating to branches of credit institutions and 
financial institutions having their head offices in non-
member countries 
(1) Member States shall require branches of credit 
institutions and financial institutions having their head 
offices in non-member countries to publish the 
documents specified in Article 2 (1) drawn up and 
audited in the manner required by the law of the non-
member country, in accordance with the provisions set 
out therein. 
(2) Where such documents are in conformity with or 
equivalent to documents drawn up in accordance with 
the provisions of Directive .../.. ./EEC, Article 2 (3) 
shall apply, 
(3) Where the documents specified in paragraph 1 are 
not in conformity with or equivalent to documents 
drawn up in accordance with the provisions of Directive 
.../.. ./EEC, Member States may require the branches 
to publish annual accounts relating to their own 
activities. 
(4) In the cases specified in paragraphs 2 and 3, 
Article 2 (4) shall apply. European Communities 1. 6. 88 
AMENDED PROPOSAL 
(4) Unchanged 
(a) details of: 
— unchanged 
— unchanged 
— the income of the branch deriving from items 1, 
3, 4, 6 and 7 of Article 27 or from items B 1 to 
B 4 and B 7 of Article 28 of Directive 
86/635/EEC, 
— unchanged 
— unchanged 
Unchanged 
Article 3 
Unchanged 
(1) Unchanged 
(2) Where such documents are in conformity with or 
equivalent to documents drawn up in accordance with 
the provisions of Directive 86/635/EEC, Article 2 (3) 
shall apply. 
(3) Where the documents specified in paragraph 1 are 
not in conformity with or equivalent to documents 
drawn up in accordance with the provisions of Directive 
86/635/EEC, Member States may require the branches 
to publish annual accounts relating to their own 
activities. 
(4) Unchanged 
I. 6. 88 Official Journal of the European Communities No C 143/13 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
(5) Member States shall not apply to branches of 
credit institutions and financial institutions having their 
head offices in non-member countries provisions which 
would place such branches in a more favourable position 
than the branches of credit institutions or financial 
institutions having their head offices in other Member 
States. (5) Unchanged 
Article 4 
Language of publication 
Member States may require that the documents provided 
for in this Directive be published in their official 
language and that the translation of such documents be 
certified. Article 4 
Language of publication 
Unchanged 
Article 5 
Contact Committee 
The Contact Committee set up pursuant to Article 52 of 
Directive 78/660/EEC shall, when constituted appro­
priately, also: 
(a) facilitate, without prejudice to Articles 169 and 170 
of the Treaty, harmonized application of this 
Directive through regular meetings dealing, in 
particular, with practical problems arising in 
connection with its application, such as assessment of 
equivalence; 
(b) advise the Commission, if necessary, on additions or 
amendments to this Directive. Article !> 
Contact Committee 
The Contact Committee set up pursuant to Article 52 of 
Directive 78/660/EEC shall, when constituted appro­
priately, also: 
(a) facilitate, without prejudice to Articles 169 and 170 
of the Treaty, harmonized application of this 
Directive through regular meetings dealing, in 
particular, with practical problems arising in 
connection with its application, such as assessment of 
equivalence; facilitate decisions on the comparability 
and equivalence of the legal forms referred to in 
Article 1 (1); 
(b) unchanged 
Article 6 
Final provisions 
(1) Member States shall bring into force the laws, 
regulations and administrative provisions necessary to 
comply with this Directive not later than 1 January 1990. 
They shall forthwith inform the Commission thereof. 
(2) A Member State may provide that the provisions 
referred to in paragraph 1 above shall first apply to 
annual accounts for the financial year beginning on 1 
January 1992 or during the calendar year 1992. 
(3) Member States shall communicate to the 
Commission the texts of the main provisions of national 
law which they adopt in the field covered by this 
Directive. Article 6 
Final provisions 
(1) Member States shall bring into force the laws, 
regulations and administrative provisions necessary to 
comply with this Directive not later than 31 December 
1990. They shall forthwith inform the Commission 
thereof. 
(2) A Member State may provide that the provisions 
referred to in paragraph 1 above shall first apply to 
annual accounts for the financial year beginning on 1 
January 1993 or during the calendar year 1993. 
(3) unchanged 
Article 7 Article 7 
This Directive is addressed to the Member States. Unchanged