Commission staff working document - Progress Report - Accompanying document to the Green Paper - The interconnection of business registers {COM(2009) 614 final}
Date: 2009-11-04
Institutions: European Commission
Subjects: access to information, administrative transparency, cross-border cooperation, directory, electronic government, impact study, information network, registration of a company

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COMMISSION OF THE EUROPEAN COMMUNITIES 

Brussels, 4.11.2009 
SEC(2009) 1492 

COMMISSION STAFF WORKING DOCUMENT 

Progress Report 

Accompanying document to the  

GREEN PAPER 

The interconnection of business registers 

{COM(2009) 614 final} 

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1. 

INTRODUCTION 

is 

to  ensure 

that  reliable 

indispensable 

In  Europe,  business  registers1  offer  a  range  of  services,  which  may  vary  from  one 
country  to  another.  The  core  services  provided  by  all  registers,  however,  are  to 
register,  examine  and  store  company  information,  such  as  information  on  the 
company's  legal  form,  its  seat,  capital  and  legal  representatives,  and  to  make  this 
information  available  to  the  public.  The  cross-border  cooperation  of  business 
is  available 
registers 
electronically on companies all over Europe. Improving this situation was identified 
by the High Level Group of Independent Stakeholders on Administrative Burdens as 
a  means  of  facilitating  cross-border  economic  activities.  Citing  possible  savings  of 
€161m  regarding  certain  information  oblig ations  stemming  from  the  Eleventh 
Company 
in  support  of  achieving 
the  experts  were  fully 
interoperability  between  trade  registers  throughout  Europe3.  Since  this  cooperation 
does  not  at  present  involve  all  Member  States,  this  progress  report  analyses  the 
current  legal  and  factual  situation  in  order  to  see  where  this  environment  could  be 
improved  and  some  of  the  potential  savings  identified  could  be  brought  about. 
Suggestions  on  the  way  forward  are  contained  in  the  Green  Paper,  which  this 
progress report accompanies. 

law  Directive2, 

information 

2. 

LEGAL CONTEXT 

Cross-border  cooperation  of  business  registers  is  required  explicitly  e.g.  by  the 
Directive  on  cross-border  mergers4  and  by  the  Statutes  for  a  European  Company 
(SE)5  and  for  a  European  Cooperative  Society  (SCE)6.  Furthermore,  the  disclosure 
requirements  for  foreign  branches  (established  by  the  Eleventh  Company  law 
Directive (89/666/EEC)) and the jurisprudence of the European Court of Justice on 
company  mobility7 render such cooperation indispensable in practice. Finally, once 

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6 

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The  term  "business  register"  used  in  this  progress  report  comprises  all  the  central,  commercial  and 
companies registers within the meaning of Article 3 of the First Council Directive of 9 March 1968 on 
co-ordination  of  safeguards  which,  for  the  protection  of  the  interests  of  members  and  others,  are 
required by Member States of companies within the meaning of the second paragraph of Article 58 of 
the  Treaty,  with  a  view  to  making  such  safeguards  equivalent  throughout  the  Community 
(68/151/EEC). 
Eleventh  Council  Directive  89/666/EEC  of  21  December  1989  concerning  disclosure  requirements  in 
respect  of  branches  opened  in  a  Member  State  by  certain  types  of  company  governed  by  the  law  of 
another State (OJ L 395, 30.12.1989, p. 36). 
Opinion  of  the  High  Level  Group  of  Independent  Stakeholders  on  Administrative  Burdens  ("Stoiber 
Group")  on 
/  annual  accounts,  10  July  2008,  §  22, 
law 
http://ec.europa.eu/enterprise/admin-burdens-reduction/docs/080710_hlg_op_comp_law_final.pdf. 
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 L310, 25.11.2005, p. 1). 
Regulation (EC) 2001/2157 of 8 October 2001 on the Statute for a European company (SE) (OJ L 294, 
10.11.2001, p. 1). 
Regulation  (EC)  2003/1435  of  18  August  2003  on  the  Statute  for  a  European  Cooperative  Society 
(SCE) (OJ L 207, 18.08.2003, p.1). 
Centros (C-212/97), Überseering (C-208/00), Inspire Art (C-167/01) cases. 

the  priority  area  company 

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the Statute for a European Private Company (SPE)8 is adopted the number of cases 
that require cross-border cooperation may increase significantly. 

2.1. 

Increased company mobility 

Over  the  past  decade,  the  case  law  of  the  European  Court  of  Justice  (ECJ)  has 
opened  up  the  possibility  for  businesses  to  incorporate  in  one  Member  State  of  the 
European  Union  and  conduct  entirely  their  business  activity  in  another.  In  the 
Centros  case  the  ECJ  pointed  out  that  "it  is  contrary  to  Articles  52  and  58  of  the 
Treaty  for  a  Member  State  to  refuse  to  register  a  branch  of  a  company  formed  in 
accordance with the law of another Member State in which it has its registered office 
but  in  which  it  conducts  no  business  where  the  branch  is  intended  to  enable  the 
company in question to carry on its entire business in the State in which that branch 
is  to  be  created,  while  avoiding  the  need  to  form  a  company  there,  thus  evading 
application of the rules governing the formation  of companies  which, in that State, 
are  more  restrictive  as  regards  the  paying  up  of  a  minimum  share  capital.  That 
interpretation  does  not,  however,  prevent  the  authorities  of  the  Member  State 
concerned  from  adopting  any  appropriate  measure  for  preventing  or  penalising 
fraud"9. 

Studies10 show how the jurisprudence of the European Court of Justice increased the 
number of incorporations in other Member States11 over the last years. Entrepreneurs 
are more and more inclined to make use of the freedom to incorporate in a country 
which is best suited to their business needs. These incorporations are often followed 
by  the  establishment  of  a  branch  in  their  own  Member  State  for  the  purpose  of 
conducting  their  business.  By  way  of  illustration,  Annex  I  shows  the  number  of 
private limited companies incorporated in the UK whose majority of directors reside 
in another country (1997-2006). 

In such situations, according to the experience of a number of Member States,12 there 
are significant discrepancies between the content of the register of the company and 
that  of  the  branch.  Most  often,  the  register  of  the  branch  is  not  notified  about  the 
insolvency or dissolution of the mother company. 

2.2. 

Directive on disclosure requirements of companies  

The First Company law Directive (68/151/EEC) prescribes compulsory disclosure of 
a  series  of  documents  and  particulars  of  limited-liability  companies.  The  2003 
amendment  to  that  Directive  required  Member  States  to  put  in  place  a  system  of 
electronic  registers  by  1  January  200713.  This  modernisation  of  the  Directive  was 

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Proposal  for  a  Council  Regulation  on  the  Statute  for  a  European  private  company,  COM(2008)  396 
final. 
Centros case (C-212/97). 
E.g.  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 SSRN: http://ssrn.com/abstract=906066. 
Especially in the United Kingdom. 
See table on page 13 on examples of existing branches of dissolved companies. 
Article 1(3) of 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). 

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aimed  at  making  company  information  more  easily  and  rapidly  accessible  by 
interested parties and at simplifying significantly the disclosure formalities imposed 
upon companies. 

2.3. 

Branches Directive 

the  Eleventh  Company 

Under 
law  Directive  (89/666/EEC)  on  disclosure 
requirements  in  respect  of  branches  opened  in  a  Member  State  by  companies 
governed by the law of another State, certain documents and particulars concerning 
the company have to be disclosed in the register of the branch. A direct exchange of 
information between the concerned registers could facilitate the task of keeping the 
relevant information always up-to-date. 

2.4. 

Cross-border mergers Directive 

Directive  2005/56/EC  on  cross-border  mergers  of  limited-liability  companies  also 
foresees close cooperation of registers. Article 13 of this Directive stipulates that the 
registry  for  the  registration  of  the  company  resulting  from  the  cross-border  merger 
shall notify, without delay, the registry in which each of the companies was required 
to file documents that the cross-border merger has taken effect. Deletion of the old 
registration,  if  applicable,  shall  be  effected  on  receipt  of  that  notification,  but  not 
before. 

2.5. 

European Company 

Council Regulation (EC) No 2157/2001 on the Statute for a European company (SE) 
also requires registers to cooperate. A striking example relates to the transfer of the 
registered  office.  Article  8(11)  of  the  Regulation  requires  that  when  the  SE's  new 
registration  has  been  effected,  the  registry  for  its  new  registration  shall  notify  the 
registry  for  its  old  registration.  Deletion  of  the  old  registration  shall  be  effected  on 
receipt of that notification, but not before. 

2.6. 

European Cooperative Society 

Council  Regulation  (EC)  No  1435/2003  on  the  Statute  for  a  European  Cooperative 
Society  (SCE)  also  requires  cooperation  of  registers.  Regarding  the  transfer  of 
registered office, Article 7(11) states that when the SCE’s new registration has been 
effected,  the  registry  for  its  new  registration  shall  notify  the  registry  for  its  old 
registration.  Deletion  of  the  old  registration  shall  be  effected  on  receipt  of  that 
notification, but not before. 

2.7. 

European Private Company 

Article 46(2) of the proposal for a Council Regulation on the Statute for a European 
private  company  lays  down  obligations  of  authorities  responsible  for  registers.  The 
authorities  responsible  for  the  registers14  shall  cooperate  with  each  other  to  ensure 

14 

Designated  by  the  applicable  national  law  in  accordance  with  Article  3  of  the  First  Company  law 
Directive (68/151/EEC). 

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that  the  documents  and  particulars  of  the  SPEs  listed  in  the  draft  Regulation15  are 
also accessible through the registers of all other Member States. 

2.8. 

European Economic Interest Grouping 

It could also be useful to see how the different registers which are concerned in the 
case  of  a  European  Economic  Interest  Grouping  could  be  better  linked  together. 
Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic 
Interest  Grouping  (EEIG)16  lays  down  in  its  Article  10  that  any  grouping 
establishment situated in a Member State other than that in which the official address 
is  situated  shall  be  registered  in  that  State.  For  the  purpose  of  such  registration,  a 
grouping  shall  file,  at  the  appropriate  registry  in  that  Member  State,  copies  of  the 
documents  which  must  be  filed  at  the  registry  of  the  Member  State  in  which  the 
official address is situated, together, if necessary, with a translation which is in line 
with the practice of the registry where the establishment is registered. 

2.9. 

Transparency Directive 

In  the  framework  of  the  Transparency  Directive17  a  single  electronic  network  or  a 
platform  of  electronic  networks  across  Member  States  should  be  set  up  for  the  so-
called  officially  appointed  storage  mechanisms18.  These  storage  mechanisms19 
should  provide  easy  and  fast  access  to  regulated  information  on  issuers.  This  tool 
shall  also  facilitate  public  access  to  information  to  be  disclosed  under  the  Market 
the  Prospectus  Directive21.  The  Commission 
Abuse  Directive20 
Recommendation22 on the electronic network of officially appointed mechanisms for 
the central storage of regulated information referred to in the Transparency Directive 
(2004/109/EC)  gives  guidance  to  the  Member  States  in  order  to  ensure  that  the 
necessary  steps  are  taken  to  effectively  interconnect  the  officially  appointed 
mechanisms. The Commission specifically recommended that Member States should 

and 

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21 

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The  list  is  composed  of:  the  name  of  the  SPE  and  the  address  of  its  registered  office;  the  names, 
addresses and any other information necessary to identify the persons who are authorised to represent 
the  SPE  in  dealings  with  third  parties  and  in  legal  proceedings,  or  take  part  in  the  administration, 
supervision  or  control  of  the  SPE;  the  share  capital  of  the  SPE;  the  share  classes  and  the  number  of 
shares  in  each  share  class;  the  total  number  of  shares;  the  nominal  value  or  accountable  par  of  the 
shares; the articles of association of the SPE; where the SPE was formed as a result of a transformation, 
merger or division of companies, the resolution on the transformation, merger or division that led to the 
creation of the SPE (Article 10(2) of the proposed Regulation). 
OJ L 199, 31.07.1985, p. 1. 
Directive  2004/109/EC  of  the  European  Parliament  and  of  the  Council  of  15  December  2004  on  the 
harmonisation of transparency requirements in relation to information about issuers whose securities are 
admitted on a regulated market and amending Directive 2001/34/EC, (OJ L 390 31.12.2004 p. 38). 
This is the aim of the guidelines the competent authorities of the Member States shall draw up under 
Article 22(1) of the Transparency Directive. 
The officially appointed storage mechanisms are to be created by Member States according to Articles 
21-22 of the Transparency Directive. 
Directive  2003/6/EC  of  the  European  Parliament  and  of  the  Council  of  28  January  2003  on  insider 
dealing and market manipulation (market abuse) (OJ L 96, 12.4.2003, p. 16–25). 
Directive  2003/71/EC  of  the  European  Parliament  and  of  the  Council  of  4  November  2003  on  the 
prospectus  to  be  published  when  securities  are  offered  to  the  public  or  admitted  to  trading  and 
amending Directive 2001/34/EC (OJ L 345, 31.12.2003, p. 64–89). 
Commission  Recommendation  of  11  October  2007  on  the  electronic  network  of  officially  appointed 
mechanisms for the central storage of regulated information referred to in Directive 2004/109/EC of the 
European Parliament and the Council (2007/657/EC), (OJ L 267 12.10.2007). 

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encourage the competent authorities to draw up guidelines by 30 September 2010 for 
the future development of the electronic network looking at, inter alia, the technical 
interconnection  with  the  electronic  network  developed  by  the  national  company 
registries.  

3. 

STATE OF PLAY 

As  businesses  increasingly  expand  beyond  national  borders  using  the  opportunities 
offered  by  the  Single  Market,  it  has  become  indispensable  to  make  official  and 
reliable  information  available  to  creditors,  suppliers,  business  partners  all  over 
Europe. At the same time, operations such as cross-border mergers, divisions or seat 
transfers  and  the  establishment  of  branches  in  other  Member  States  have  made  the 
day-to-day  cooperation  of  national,  regional  or  local  authorities  and/or  business 
registries a necessity.  

There  are  at  present  two  projects  which  involve  the  cooperation  between  business 
registers.  

•  A majority of EU registers participate in the European Business Register (EBR), 
which currently combines registers from 18 Member States. This network allows 
users to access information through a common electronic platform.  

•  EBR  was  also  working  on  a  project,  funded  largely  by  the  Commission  to 
establish  interconnection  between  registers  (Business  Register  Interoperability 
Throughout Europe – BRITE).  

However  recently  some  alternative  ways  for  sharing  information  and  cooperating 
through electronic means have opened up23.  

•  The Internal Market Information System (IMI) is being developed to support day-
to-day  administrative  cooperation  between  public  administrations  and  make 
internal  market  legislation  work  better.  It  is  managed  by  the  Commission.  At 
present,  IMI  is  used  for  cooperation  under  the  Professional  Qualifications 
Directive24 and, as from 28 December 2009, the Services Directive25.  

•  The e-Justice project aims at assisting the work of businesses, legal practitioners 
and judicial authorities and facilitating the access of citizens to judicial and legal 
information.  

All of these initiatives and their potential future use will be discussed below. 

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25 

Note  should  also  be  taken  of  the  Your  Europe  -  Business  portal,  since  it  provides  a  single  point  of 
access  at  EU  level  to  information  and  services  provided  by  public  administrations  in  support  of 
businesses.  This  portal  is  jointly  provided  by  the  European  Commission  and  national  authorities.  
http://ec.europa.eu/youreurope/business/index_en.htm. 
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). 
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). 

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3.1. 

European Business Register 

EBR26  is  a  network  of  business  registers  whose  objective  is  to  offer  reliable 
information on companies all over Europe. Annex II contains the list of the members 
of EBR. Citizens, businesses and public authorities may subscribe to the services of 
EBR  at  the  business  register  of  their  own  country.  Subscription  enables  them  to 
search for a company name through all the registers which are members of EBR by 
submitting a single query in their own language. In some cases, it is also possible to 
search for the name of a natural person. As the result of the search, a specific set of 
company information becomes available, in the language of the query. 

3.1.1.  Historical background 

EBR started as a technical cooperation between business registries in 1992. Its origin 
can  be  found  in  the  provisions  of  the  First  Company  law  Directive  (68/151/EEC) 
that, in 1968, defined a mandatory list of information that limited-liability companies 
in all Member States have to register (Article 2). In 1992, France, Italy, Denmark and 
the  United  Kingdom  took  part  in  a  project  whose  aim  was  to  ensure  easy,  multi-
lingual  access  to,  at  least,  a  standard  set  of  official  company  data  stored  in  the 
business registers of the countries concerned.  

EBR  relied  heavily  on  EU  funding.  The  first  project  was  financed  by  the 
Commission  under  ENS,  the  European  Nervous  System  Programme  in  1994.  The 
pilot project demonstrated the feasibility of an Internet connection between registers. 

In 1996-1998 a second project financed by the Commission - Telematics Application 
Programme  (Administrations) - allowed phase  II of the EBR  concept development. 
At  the  end  of  the  project,  the  first  service  on  the  market  was  launched,  providing 
access  to  12  registers  (Austria,  Belgium,  Denmark,  Finland,  France,  Germany, 
Greece,  Italy,  Norway,  Spain,  Sweden  and  the  UK)  through  a  specific  agreement 
with EBR.  

In  2001-2003  a  third  project  (European  Business  Register  -  Open  Network;  EBR-
ON)  was  financed  by  the  IST  Programme,  Accompanying  Measures  specific  to 
technology  take-up  measures,  Key  Action  1  (Action  Line:  IST-2001-1.3.2).  The 
scope  of  the  project  was  the  enhancement  of  the  IT  platform  in  order  to  ease  the 
integration  of  new  parties  and  the  creation  of  a  common  user  interface  that  would 
help the launch of the service to the market. 

Migration  from  the  old  to  the  new  platform  and  the  launch  of  a  new  EBR  service 
took place during the summer of 2004 of the new EBR service with the following 14 
providers: Austria, Belgium, Denmark, Estonia, Finland, France, Germany, Greece, 
Ireland, Italy, Latvia, Norway, Spain and Sweden. 

Cooperation between the participating registers was based on an Information Sharing 
Agreement  (ISA)  in  which  the  contracting  parties  undertook  the  duty  to  give  each 
other  access  to  information  stored  in  the  business  registers.  Gradually,  other 
countries joined the cooperation. Annex III gives an overview of the progress.  

26 

http://www.ebr.org. 

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Decision-making  in  EBR  was  cumbersome  as  any  amendment  to  the  ISA  required 
the  unanimous  agreement  of  all  parties.  Therefore,  in  1998  EBR  decided  to 
incorporate  in  a  European  legal  form,  as  a  European  Economic  Interest  Grouping 
(EEIG)27.  However  this  legal  change  could  not  provide  members  with  an  EU-wide 
solution either as not every business  register in the Member States was allowed by 
law  to  become  a  member  of  an  EEIG,  in  particular  because  its  members  bear 
unlimited joint and several liability for the debts and other liabilities of the EEIG28. 

The  adoption  of  the  2003  amendment  of  the  First  Company  law  Directive 
(2003/58/EC)  promoted  the  future  use  of  EBR  since  it  made  it  mandatory  for 
Member  States  to  set  up  electronic  business  registers  by  1  January  2007.  The 
completion of the electronic databases opened the possibility for EBR to extend its 
services to all the Member States of the EU. 

3.1.2.  Current legal status  

Currently, the business registers of 24 jurisdictions take part in the EBR network29. 
18  of  these  countries  are  Member  States30  of  the  EU  while  six  are  other  European 
jurisdictions31. All these countries are parties of the Information Sharing Agreement 
that  remains  the  basis  for  cooperation  between  the  parties.  Only  13  of  the  24 
participants could become members of the EBR EEIG. 

Based on the ISA, the parties shall give each other non-exclusive access to the data 
stored  in  the  business  registers  and  deliver  the  predefined  information  in  a 
standardised  report.  The  access  is  ensured  through  a  software  provided  by  EBR  in 
accordance  with  agreed  technical  conditions.  The  minimum  service  that  the  ISA 
requires  from  all  parties  is  to  provide  for  company  search  and  company  profile.  In 
addition,  there  is  a  possibility  to  deliver  standardised  reports  on  person  search, 
personal appointments and company appointments. Most countries, however, provide 
for  even  broader  information.  For  example,  13  participants  give  access  to  annual 
accounts through EBR. The details of the current products can be found in Annex IV. 

On  the  other  hand,  the  parties to  the  ISA  are  not  obliged  to  become  distributors  of 
company  data  stored  in  the  business  registers  of  other  countries.  In  some  countries 
the  law  prevents  the  registers  from  selling  business  information  originating  from 
other  states  (e.g.  the  Companies  House  in  the  UK  or  the  Companies  Registration 
Office  in  Ireland).  Some  others  may  consider  this  as  a  second  step  to  take  after 
becoming  an 
the 
Netherlands).  Currently,  only  14  members  of  EBR  distribute  data  from  other 
countries  in  their  Member  States  (see  Annex  III).  All  participating  registers  have 
access to business information stored in the registers of other members though. The 

towards  other  Member  States  (e.g. 

information  provider 

27 

28 
29 

30 

31 

26  The  EEIG  is  a  legal body  having  the purpose  to  facilitate  or develop  the  economic  activities  of  its 
members and to improve or increase the results of those activities. Its purpose is not to make profits for 
itself. Its activity is related to the economic activities of its members and may not be more than ancillary 
to those activities (Article 3 of Council Regulation (EEC) No 2137/85). 
Article 24(1) of Council Regulation (EEC) No 2137/85. 
Lithuania  and  Guernsey  have  recently  joined  but  have  not  been  technically  integrated  in  the  network 
yet. 
Austria,  Belgium,  Denmark,  Estonia,  Finland,  France,  Germany,  Greece,  Ireland,  Italy,  Latvia, 
Lithuania, Luxembourg, Netherlands, Slovenia, Sweden, Spain, UK. 
FYROM, Guernsey, Jersey, Norway, Serbia, Ukraine. 

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legal  aspects  of  the  data  transmission  in  EBR  and  in  particular  the  protection  of 
personal data is governed by national law, including the provisions implementing the 
Community data protection rules32.  

As regards the EBR EEIG, its objectives are to facilitate and develop the activities of 
its  members  as  well  as  to  contribute  to  their  performance  and  the  increase  of  such 
performance.  Thus,  the  EEIG's  purpose  is  to  manage  general  relationships  between 
members  within  the  EBR  network,  including  but  not  limited  to  the  maintenance, 
development,  administration  and  updating  of  the  EBR  network  and  software; 
marketing  services  such  as  the  publication  of  brochures,  organisation  of  seminars, 
websites;  the  extension  of  the  system  and  the  service  of  new  countries  and  R&D 
services  in  the  field  of  gathering  and  distributing  business  register  related 
information, including the participation to European Commission and public funded 
programmes; the development of common marketing and sales services of business 
registers  public  information  on  behalf  of  its  members,  or  a  member  of  the  ISA  co-
operation33.. 

The  EBR  EEIG  is  managed  by  a  board  with  majority  of  members  representing 
business registers, which are members of the EEIG, while the others are only parties 
to  the  ISA  agreement.  This  structure  has  been  developed  in  order  to  involve  the 
parties to the ISA in the decision-making on EBR. Currently, the board is composed 
of five members, three of which are members of the EEIG. 

To  summarise,  the  legal  framework  for  EBR  is,  at  present,  based  on  a  dual 
foundation.  All  of  its  members  are  parties  to  the  Information  Sharing  Agreement 
between  the  business  registers,  but  only  about  half  of  its  members  are  currently 
taking  part  in  the  EBR  EEIG  that  actually  manages  the  network  between  the 
registers. 

The EBR EEIG was also the member of the consortium responsible for developing 
the BRITE project (see point 3.2).  

3.1.3.  Financing 

Similarly to the management of EBR, also its financing reflects the legal complexity 
of its status. The network is mainly financed by the fees paid by the ISA members. 
The joining fee currently amounts to €15,000 to  cover the costs of the support service 
ensured by EBR in the process of joining the network. In addition, members have to 
pay €12,000, €15,000 or €18,000 annually for the use of the EBR software and the 
ongoing support services34. 

The  income  from  royalties  depends  on  the  data  traffic  on  the  network  that  has 
increased  gradually.  In  2007  the  total  traffic  was  200,000  searches,  in  2008 
approximately  300,000.  For  2009,  350,000-400,000  searches  are  expected.  70%  of 
the  total  volumes  are  on  company  searches:  it  seems  that  for  the  moment  the  most 

32 

33 
34 

Directive  95/46/EC  of  the  European  Parliament  and  of  the  Council  of  24  October  1995  on  the 
protection of individuals with regard to processing of personal data and on the free movement of such 
data (OJ L281, 23.11.1995 p. 31-50). 
Article 5 of the Articles of Association of the EBR EEIG. 
The calculation is based on the GDP of the relevant countries. 

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important aspect for the EBR users is to be able to identify a company and to check 
its  current  status  at  the  register.  The  rest  of  the  traffic  is  mainly  on  company 
appointments  and  financial  information.  The  objective  of  EBR  is  to  transform  to  a 
royalty-based  system  in  the  future.  In  addition  to  the  annual  fee  members  pay  for 
EBR,  they  also  agreed  "to  contribute  to  the  development  of  the  cooperation  within 
the  EEIG,  either  by  placing  human  resources,  hired  or  seconded  by  them,  to  the 
disposal of the EEIG or by an additional monetary contribution"35. 

3.1.4.  Membership in EBR  

EBR started off as an informal technical cooperation between business registries with 
the  objective  of  providing  each  other  and,  at  a  later  stage,  businesses  with  reliable 
company  information.  Up  until  today  the  participation  both  in  the  ISA  and  in  the 
EBR  EEIG  remains  voluntary  what  has  several  impacts  on  the  functioning  of  the 
network: 

–  The  progress  of  extending  the  network  is  slow.  The  cooperation  started  in  1992 
and  as  of  today  nine  Member  States  of  the  EU  are  still  missing  from  the 
network36. Interest in EBR has grown significantly in the last few years, but the 
integration of new countries in the network seems to be a lengthy process37. 

–  Business  registers  from  non-EU  countries  became  members  of  the  European 
Business Register. EBR is not limited to EU Member States, but encourages the 
application  of  EEA  countries  (Norway)  and  other  jurisdictions  as  well.  Today, 
Ukraine, Serbia, FYROM, Guernsey and Jersey are also members of the network. 

–  Business  registers,  in  particular  the  ones  that  are  financed  from  public  finances, 
have difficulties in finding the necessary funds to join the network and to pay the 
annual fee.  

–  EBR itself does not have access to sufficient funding to employ staff necessary for 

the faster expansion of the network. 

–  Historically, not all members provided confirmed official company data. Up until 
2007, not all Member States had (centralised) electronic business registers which 
are  essential  for  the  transmission  of  information  through  the  EBR  network.  For 
example,  in  Germany,  where  electronic  business  registers  only  existed  in  a  few 
Länder, a private company was the member of EBR until 2008, and extracted and 
electronically  processed  business  data  published  in  the  Federal  Gazette.  Today, 
following  the  establishment  of  the  Unternehmensregister38  (electronic  business 
register),  the  Bundesanzeigerverlag  (Publishing  House)  provides  information 
within  the  EBR  framework,  after  being  appointed  for  that  task  by  the  German 
Ministry of Justice. In other member countries, either the official business register 

35 
36 
37 

38 

Article 7 of the Articles of Association of the EBR EEIG. 
Bulgaria, Czech Republic, Cyprus, Hungary, Malta, Poland, Portugal, Romania, Slovakia. 
Integration a new member in the network generally takes between 3 and 18 months depending on the 
availability  of  in-house  expertise,  the  nature  of  the  current  technology,  the  existence  of  online  date 
access  as  well  as  the  availability  of  resources  to  allocate  to  the  development.  However  the  net  time 
necessary  to  integrate  to  the  network  and  develop  basic  services  (company  search,  company  profile) 
does not require more than 30-80 person days. 
http://www.unternehmensregister.de. 

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or  a  private  company  authorised  by  the  business  register  or  the  competent 
authority  participate  in  EBR  (e.g.  Austria,  Italy).  In  Belgium,  discussions  are 
taking  place  for  the  entry  of  Banque  Carrefour  as  a  replacement  for  Coface 
Services Belgium as the official provider of Belgian company data. 

3.2. 

The BRITE project 

Developments  in  EU  company  law  have  gradually  increased  the  need  for  cross-
border  cooperation  of  business  registers.  European  legal  instruments  such  as  the 
cross-border  mergers  directive  (2005/56/EC)  and  the  European  Company  (SE) 
Statute (2001/2157) provided businesses with new options and additional flexibility 
while ensuring the protection of third parties such as creditors and business partners. 
EU law does, however, not fully address the details of the practical cooperation that 
is necessary to make requirements function effectively on a day-to-day basis.  

3.2.1.  The objectives of the BRITE project 

In  2006  a  consortium  comprised  of  business  registries  and  related  organisations, 
technical partners and researchers39 was awarded a 3-year contract by the European 
Commission under the Sixth Framework Programme40 to conduct a research project 
and  develop  technological  solutions  for  the  interoperability  of  business  registers 
throughout Europe.  

BRITE's  scientific  and  technical  objectives  were  to  develop  and  implement  an 
advanced  and  innovative  interoperability  model,  an  ICT  service  platform  and  a 
management  instrument  for  business  registers  to  interact  across  the  EU.  The 
consortium  worked  on  the  basis  of  four  service  cases.  They  created  technological 
solutions  for  cross-border  seat  transfers  and  mergers,  for  the  better  control  of 
branches of companies in other Member States, for supporting e-procurement as well 
as the prevention of financial crime and money laundering. This paper only examines 
those service cases that are related to the enforcement of the company law directives, 
such as the Branch Disclosure Service (point 3.2.3) and the transfer of seat and cross-
border merger procedures (point 3.2.4). 

3.2.2.  The elements of the BRITE project 

The  technological  solution  developed  in  the  BRITE  project  consists  of  several 
elements.  

3.2.2.1.  Directory of Registers (DOR) 

The first step in the communication between business registers is to establish contact 
with the other competent register. The Directory of Registers is a central repository 
that  stores  basic  information  about  business  registers.  It  stores  information  such  as 
the  responsibilities,  location  and  contacts  within  a  registry.  It  also  describes  the 
services provided by the business registers.  

39 
40 

For details, see http://www.briteproject.eu/project-overview/partners. 
http://ec.europa.eu/research/fp6/index_en.cfm. 

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3.2.2.2.  Registered Entity Identifier (REID) 

The  REID  has  been  proposed  to  identify  entities  in  business  registers  by  a  number 
that is unique at world level. The REID follows the IBAN structure.  

The first part is the ISO Country Code, which always consists of two fixed characters in length.  

The second part is the unique Register Identifier, as specified by the Directory of Registers. It can be 
up to six characters in length and can contain the characters 0-9, A-Z, - and /. 

The  third  component  is  the  unique  Company  Number  within  the  register.  This  can  be  up  to  20 
characters in length and is identical with in the company's registering number in its "home" register. 

The final constituent is a two character Check Digit. Check Digits are a “checksum” on a number or 
word to help prevent manual typing errors and are a simple and easy way to negate the human element 
of keying in data. 

A full stop delimits the Country Code, Register Identifier from the Number in Register, Check Digit 
and a separator hyphen separates the Number in Register from the Check Digits. 

REID  does  not  require  any  change  in  the  company's  registering  number  in  its 
national or local register but it is an external representation of the existing registered 
company number.  

3.2.2.3.  Central Name Index (CNI) 

The objective of the CNI is to provide a central component to facilitate the controlled 
search  of  registered  company  names.  A  CNI  prototype  was  developed  to  show  the 
benefits of a centralised index, which is the predominant construct used by European 
countries  with  multiple  business  registers.  It  provides  the  ability  to  locate  entities 
instantly without searching all local registers. The maintenance and organisation of a 
CNI would require a permanent administration entity.  

3.2.3.  Branch Disclosure Service (BDS) 

The  Branch  Disclosure  Service  is  a  central  notification  service  that  provides  basic 
company information updates to the business registers. The purpose of the BDS is to 
enable  a  registry  where  a  branch  is  registered  under  the  Eleventh  Company  law 
Directive  (89/666/EEC)  to  firstly,  determine  the  status,  in  its  home  register,  of  the 
company  that  has  established  the  branch  and  secondly,  to  be  notified  by  e-mail  of 
changes in that status. If the company's status changes in the register, the register of 
the  branch  has  to  proceed  according  to  the  legal  provision  prescribed  by  the 

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applicable  law41.  Registers  that  through  this  service  become  aware  of  a  change  in 
status  should  make  such  inquiries  into  the  meaning  or  significance  of  the  status 
change as they consider necessary.  

In the context of the BRITE project, the Branch Disclosure Service was implemented 
between the business registers of the UK, Ireland, Sweden and Norway. There was 
also BDS  established between Companies House  (UK)  and  the  business  register  of 
North  Rhine-Westphalia  (NRW)42.  The  table  below  gives  some  examples  of  the 
number of branches is relation to which the BDS helped to find out that the parent 
companies  were  already  dissolved.  This  information  allowed  the  Member  States 
concerned  to  take  action,  where  appropriate,  with  regard  to  branches  operating  in 
their jurisdiction. 

BDS partner  

Parent company watches 
placed 

Company  watches  returned  as  "not  current" 
(overall percentage of the watches placed) 

Ireland 

Norway 

Sweden 

Germany (NRW) 

UK43 

Total 

7 

12,152 

204 

3,757 

0 

16,120 

1 (14.3%) 

1946 (16%) 

27 (13.2%) 

646 (17.3%) 

N/A 

In addition to the above live data, trials recently conducted across a sample of 2000 
branches in the Dutch trade register returned 6% of the parent companies from other 
jurisdictions as having the status of being dissolved. 

3.2.4.  Transfer of seat and cross-border mergers 

The issue of the cross-border transfer of the seat of companies has been discussed for 
a  long  time  in  the  European  context.  Currently,  European  legal  forms  such  as  the 
European Company and the European Cooperative Society are allowed to move their 
place  of  registration  to  another  country,  following  common  European  rules. 
Consequently, one of the service cases developed by the BRITE consortium focused 
on this operation. In the meantime, the Council and the European Parliament adopted 
the  Directive  on  cross-border  mergers  (2005/56/EC)  and  consequently  the  service 
case was extended to this situation as well. 

A service realising the implementation of these procedures requires a high degree of 
throughout  Europe.  They  generate 
coordination  among  business 

registers 

41 
42 
43 

For example, contact the representative of the branch or remove the branch from the register ex officio. 
The rollout of the BDS to the other Länder in Germany was completed in September 2009. 
UK currently acts only as a data provider to the Branch Disclosure Service. 

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requirements  for  registries  to  exchange  documentation  for  the  companies  involved 
and send notifications to each other.  

The  service  is  built  on  the  Directory  of  Registers  that  helps  identify  the  competent 
register  in  the  case.  The  use  of  the  Registered  Entity  Identifier  facilitates  the 
identification  of  the  company  or  companies  that  take  part  on  the  cross-border 
operation.  

In  the  case  of  seat  transfer,  the  technological  solution  developed  in  the  BRITE 
project  would  enable  the  business  register  of  the  home  Member  State  to 
communicate  the  certificate  about  the  completion  of  all  acts  and  formalities  to  be 
accomplished before the transfer (Article 8(8) of the SE Regulation and Article 7(9) 
of  the  SCE  Regulation).  The  solution  would  also  make  it  possible  for  the  business 
registry of the host Member State to have access to any relevant information about 
the 
insolvency  proceedings,  winding  up,  etc.). 
Furthermore, the business registry of the host Member State could notify the registry 
of the home Member State about the registration of the seat transfer and enable it to 
delete  the  company  from  its  old  register  (Article  8(11)  of  the  SE  Regulation  and 
Article 7(11) of the SCE Regulation). The same solution could apply to cross-border 
mergers. 

transferring  company  (e.g. 

The Central Name Index and the REID also increase the traceability of companies by 
making historic information more easily accessible.  

3.2.5.  Current situation 

The  BRITE  project  was  a  research  project  that  aimed  at  developing  technological 
solutions  for  cross-border  cooperation  between  business  registers.  These  solutions 
were implemented in a few of countries to test their functionality.  

A  comprehensive  version  of  the  Directory  of  Registers  (DOR)  was  designed  and 
implemented on the test BRITE platform. The version that is currently in use is the 
limited  DOR  implementation  that  serves  to  support  the  Branch  Disclosure  Service. 
This  slimmed  down  version  is  incorporated  as  an  internal  service  of  the  BDS  and 
only  comprises  the  information  of  the  registers  subscribed  to  BDS.  The  version 
implemented within BRITE, however, has the added features of search functionality 
presented through a web services interface.  

Also  a  version  of  the  Central  Name  Index  has  been  implemented  and  is  currently 
deployed on the EBR servers. The test version provides a user interface to conduct 
CNI  searches  and  is  currently  populated  with  the  data  of  close  to  8.7  million 
companies from UK, France, Germany, Ireland, Italy, Norway, Serbia, and Sweden. 

In the BRITE project a considerable amount of analysis was undertaken to map out 
the transfer of seat procedures as carried out by the participating business registers. 
The  concrete  output  of  this  work  culminated  in  a  joint  prototype  between  the 
Swedish  and  the  Norwegian  business  registers  and  successfully  simulated  the 
transfer of seat between the two jurisdictions.  

A  manuscript  for  procedures  between  business  registers  was  created  by  BRITE  to 
facilitate the simulation of cross-border merger scenarios. The manuscript presented 
in  a  questionnaire  format  contained  questions  allowing  the  analysis  of  merger 

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process  in  individual  jurisdictions.  Cross-border  merger  simulations  based  on  the 
manuscript  were  conducted  between  the  registries  and  highlighted  the  different 
interpretations  and  implementations  of  the  directives  that  impact  cross-border 
mergers.  

Following the development of the services in the BRITE project, there has been no 
decision  about  their  future  use.  The  technological  solutions  are  ready  to  be 
implemented, but there has been no solution found to ensure the maintenance of and 
regulate  the  responsibility  for  running  the  services.  The  BRITE  consortium 
considered  EBR  as  an  organisation  that  could  potentially  maintain  the  services 
developed in the context of the project. The solution of a number of issues such as 
the lack of clear legal foundation of EBR, the voluntary membership and finally the 
lack of stable financing would, however, have to precede the launch of the services 
through  this  platform.  The  Swedish  Companies  Registration  Office  is  hosting  a 
conference this November 2009 with "Cross Border Business Information Sharing" 
as  its  main  topic.  The  objective  of  the  conference  is  to  continue  the  work  that  is 
already going on in EBR, but also to develop the results of the BRITE project.  

3.3. 

The Internal Market Information System (IMI) 

In March 2006, Member States endorsed a proposal to develop the Internal Market 
Information System (IMI). This decision was taken in the light of the importance of 
administrative cooperation for a dynamic single market, as recognised in the Lisbon 
Strategy44.  IMI  will  also  help  to  improve  the  application  of  Community  law  at 
national level, and thus contribute to the EU Better Regulation agenda45. IMI should 
also be seen in the context of the i2010 eGovernment Action Plan46 and its objective 
of  "making  efficiency  and  effectiveness  a  reality"47.  It  also  aims  at  reducing 
administrative burdens. 

3.3.1.  The objective of IMI 

IMI is an electronic tool designed to support  day-to-day administrative cooperation 
between  public  administrations  in  the  Internal  Market.  IMI  makes  the  electronic 
exchange of information between competent authorities possible by helping users in 
competent authorities to overcome important practical barriers to communication, the 
most  important  one  being  differences  in  administrative  and  working  cultures, 
different languages, and a lack of clearly identified partners in other Member States. 
It supports all official EU languages. 

44 

45 

46 

47 

Communication from the European Commission to the Spring European Council COM (2006) 30final 
"Time to move up a gear – the new partnership for growth and jobs", p. 18. 
Communication from the European Commission to the Council, the European Parliament, the European 
Economic  and  Social  Committee  and  the  Committee  of  the  Regions  COM  (2006)  689  "A  strategic 
review of Better Regulation in the European Union", p. 3. 
Communication from the European Commission to the Council, the European Parliament, the European 
Economic  and  Social  Committee  and  the  Committee  of  the  Regions,  COM  (2006)  173  "i2010 
eGovernment Action Plan: Accelerating eGovernment in Europe for the Benefits of All", p. 6. 
Communication  from  the  Commission  to  the  European  Parliament,  the  Council,  the  European 
Economic  and  Social  Committee  and  the  Committee  of  the  Regions  on Delivering  the  benefits  of  the 
single  market  through  enhanced  administrative  cooperation,  Progress  Report  on  the  Internal  Market 
Information System (IMI), COM(2008) 703 final. 

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The development of IMI is based on three key principles: 

•  It  does  not  impose  additional  administrative  cooperation  obligations  on  Member 
States beyond those already contained in the relevant Internal Market legislation; 

•  It  provides  the  flexibility  to  respect  the  diverse  administrative  structures  and 
cultures in Europe; 

• It is a single system based on reusable building blocks. It is designed to be able to 
support many pieces of Internal Market legislation and will thus avoid a proliferation 
of information systems. 

3.3.2.  How IMI works 

IMI makes available to competent authorities in Member States a simple tool to find 
authorities  in  other  Member  States  and  to  send  them  a  request  for  information 
through  a  structured  set  of  questions,  which  are  based  on  specific  areas  of  EU 
legislation. These predefined questions and answers have been pre-translated into all 
official languages by the European Commission translation services, thus providing 
reliable and legally valid language support. 

For  example,  a  competent  authority  in  Ireland  could  choose  some  questions  in 
English and send them to a competent authority in Hungary, who would be able to 
read  and  answer  the  questions  in  Hungarian.  The  Irish  authority  would  be  able  to 
read  the  reply  in  English.  In  addition  to  the  structured  questions,  it  is  possible  to 
include free text and to attach images or documents. 

In addition to the above, IMI offers a whole set of other features that will facilitate 
communication between competent authorities. In sum, these are: 

•  a  directory  of  contact  details  and  search  criteria  (including  address  details  and 
information on competence) about  relevant competent  authorities throughout the 
EU; 

•  multilingual search facility for competent authorities; 

•  a  list  of  predefined  questions  and  answers  (based  on  each  specific  piece  of 
legislation) available in all official EU languages to help authorities communicate 
with each other; 

•  additional language support, including access to the European Commission online 

machine translation tool; 

•  a  transparent  set  of  procedures  on  how  to  deal  with  requests,  agreed  by  all 

Member States; 

•  the possibility to exchange electronic documents and certificates; 

•  a  request  management  tool  to  monitor  progress  and  identify  potential  problems 
with specific information requests (including automatic e-mail alerts whenever an 
authority has to take any action in relation to a request); 

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•  problem-solving  mechanisms  in  case  of  disagreements  between  competent 

authorities. 

The workflow in IMI at its simplest looks as follows: 

Competent Authority (CA)   Action  

Request gets status 

Requesting CA  

Sends new request  Request sent awaiting acceptance 

Responding CA  

Accepts request  

Request accepted 

Responding CA 

Replies to request 

Request open information provided 

Requesting CA  

Accepts reply  

Request closed information provided 

Member States have to register their competent authorities in IMI in order to use the 
system.  They  are  free  to  decide  whether  they  register  their  competent  authorities 
directly  or  follow  a  more  centralised  approach  and  designate  one  or  more  national 
contact points for the transmission of requests. In either case, IMI makes it possible 
to  search  for  a  competent  authority  in  another  Member  State  without  prior 
knowledge of that Member State's administrative structure.  

In Member States that have decided to involve a higher level authority in approving 
requests  or  replies  or  in  cases  where  two  competent  authorities  disagree  on  the 
information  to  be  provided,  the  workflow  remains  transparent  but  more  steps  are 
required to deal with the approval process. 

3.3.3.  Current situation 

Since March 2006, Member States and the Commission have been working together 
through  the  Internal  Market  Advisory  Committee  (IMAC)  in  order  to  develop  the 
IMI  system.  Work  has  since  then  focused  on  the  practical  implementation  of  the 
administrative  cooperation  provisions  set  out  in  the  Professional  Qualifications 
Directive (2005/36/EC) and the Services Directive (2006/123/EC). 

3.3.3.1.  Professional Qualifications Directive 

IMI  was  launched  in  November  2007  in  support  of  the  administrative  cooperation 
provisions  of  the  new  Professional  Qualifications  Directive  (2005/36/EC).  After 
Member  States  identified  and  registered  the  relevant  competent  authorities  in  IMI, 
the  pilot  project  was  started  in  February  2008.  It  was  limited  to  four  professions 
(doctors, pharmacists, physiotherapists and accountants). All 27 Member States and 
three EEA countries took part in the pilot project. 

In June 2008, the Commission launched an evaluation exercise of the pilot project, 
based on statistical data and feedback from IMI users. Users of the system confirmed 
that  IMI  is  easy  to  use  and  fit  for  the  purpose  of  supporting  cross-border 
administrative  cooperation.  In  the  five  months  of  the  pilot,  more  than  130 
information requests were dealt with through IMI (with an average of 26 per month). 
This  indicates  that  competent  authorities  understand  the  added  value  to  be  gained 
from using IMI. Feedback was particularly positive about the language support and 
the ability to search for competent authorities. The pilot also identified a number of 

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areas where more work is needed to fine-tune the application in order to satisfy all 
Member State requirements48. 

Following the pilot project, the use of IMI was extended to the remaining professions 
(nurses, dental practitioners, veterinary surgeons, midwives and architects) to which 
the  principle  of  automatic  recognition  applies.  In  addition,  two  more  professions 
under  the  general  recognition  system  were  selected  (secondary  school  teachers  and 
radiographers).  Compared  to  its  first  year  of  operation,  usage  levels  have  more 
tripled: in the first half of 2009 alone, 564 requests were sent through IMI, with an 
average  of  94  per  month.  The  system  may  be  progressively  opened  to  further 
professions on a demand-led basis. Currently, preparations are underway to introduce 
the craft professions. 

3.3.3.2.  Services Directive 

Chapter  VI  of  the  Services  Directive  (2006/123/EC)  (Administrative  cooperation) 
contains  detailed  provisions  relating  to  the  electronic  exchange  of  information 
between  Member  States  administrations.  A  specific  IMI  application  is  currently 
being  developed  and  tested  by  the  Commission,  in  close  cooperation  with  the 
Member  States,  to  support  the  required  exchange  of  information.  This  application 
needs to be fully operational by the end 2009 transposition deadline of the Services 
Directive. 

A  very  large  number  of  competent  authorities  at  local,  regional  and  national  level 
need to be registered in the IMI system to exchange information relating to service 
providers49.  To  help  Member  States  prepare  for  the  launch  of  the  operational  IMI 
network  for  the  Services  Directive,  a  pilot  project  is  being  carried  out  throughout 
2009.  The  pilot  focuses  on  the  registration  and  training  of  competent  authorities  as 
well as the testing of information exchanges on the basis of structured, pre-translated 
question sets. 

3.4. 

E-Justice 

3.4.1.  Background 

From the beginning, the objective of e-Justice was to help justice to be administered 
more  effectively  throughout  Europe  by  using  ICT  solutions  for  the  benefit  of 
citizens50. It represented an initial response to the threefold need to improve access to 
justice,  cooperation  between  legal  authorities  and  the  effectiveness  of  the  justice 
system  itself.  The  use  of  such  technologies  would  help  to  rationalise  and  simplify 
judicial procedures. It would reduce also procedural deadlines and operating costs, to 
the  benefit  of  citizens,  businesses,  legal  practitioners  and  the  administration  of 
justice. 

48 

49 

50 

See  details  in:  Commission  Staff  Working  Document,  Implementation  of  the  Internal  Market 
Information System (IMI): report on the Professional Qualifications Directive pilot project, SEC(2008) 
2743. 
Whereas there were about 600 in mid-2009, it is estimated that this number will grow to several 10,000 
competent authorities in a few years' time. 
See  also  Communication  from  the  Commission  to  the  Council,  the  European  Parliament  and  the 
European  Economic  and  Social  Committee  on  Towards  a  European  e-Justice  Strategy,  COM  (2008) 
329 final. 

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The  potential  scope  of  e-Justice  is  very  wide-ranging  and  will  have  to  evolve  in 
tandem with the European judicial area and ICT. It also provides solutions for cross-
border procedures with the support of the European Judicial Network and Eurojust, 
helping  to  provide  and  create  better  justice  across  the  EU.  During  a  number  of 
Council  presidencies,  the  e-Justice  initiative  took  a  prominent  place,  particularly 
from  the  part  of  the  Ministers  of  Justice  and  Home  Affairs  who  continuously 
discussed the steps to be taken to further develop the field of e-Justice.  

One  of  the  very  specific  projects  potentially  yielding  tangible  results  was  the 
European e-Justice portal, which is of particular interest to this analysis. 

3.4.2.  E-Justice portal 

The European e-Justice portal is still under preparation. Once in place, the 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 
EU citizens, legal and other experts, the judiciary, employees and other professionals 
and entities within the framework of European justice. 

E-Justice  activities  are  currently  implemented  in  several  priority  areas.  The 
Commission, for instance, has undertaken to set up the European e-Justice portal in 
close cooperation with the Member States. The portal will also include information 
on national and Community law as well as tools for practitioners encouraging wider 
use  of  videoconferencing  in  cross-border  judicial  cases,  as  this  provides  new 
possibilities  for  cooperation  in  proceedings  between  courts  and  other  institutions. 
The  portal  is  also  to  provide  practical  information  on  legal  aid,  mediation  and  the 
national  judicial  systems  (applicable  law,  competent  courts,  costs  of  proceedings, 
individual rights and enforcement). Furthermore, the portal will provide help finding 
experts such as lawyers, notaries, translators, interpreters, mediators and bailiffs. In 
the  medium  term  the  portal  is  supposed  to  link  up,  inter  alia,  insolvency  registers 
followed by other Member State registers, including business and land registers. 

The  Council  of  Ministers  decided  under  the  French  Presidency  of  the  EU  in  2008 
that the e-Justice system, as well as the European Justice Portal, should develop in a 
decentralised manner, reiterating an earlier decision taken by an informal meeting of 
the Ministers of Justice in Dresden in January 2007. It was also recognised that this 
nonetheless requires a certain co-ordination by a central body, which will accelerate 
the co-ordination of organisational, substantive and technical aspects. A first version 
of  the  e-Justice  portal  is  now  expected  to  go  live  in  December  2009.  Further 
development is to be carried out via two technical releases per year. 

3.4.3.  E-Justice portal and EBR 

The European e-Justice action plan for 2009-201351 sets out how the e-Justice portal 
would deal with the integration of EBR. It presented an approach in two phases. In 
the first phase, the e-Justice portal would provide a link to EBR. At this stage, it is 
also supposed to provide links to all national business registers. In the second, mid- 
to  long-term  phase,  there  would  be  reflection  on  the  possibility  for  a  partial 
integration of EBR into the portal itself.  

51 

Council Multi-Annual European e-Justice Action Plan 2009-1013 (2009/C 75/01). 

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Further  analysis  has  been  carried  out  by  the  Council  Working  Party  on  e-Justice 
which in its meeting on 30 and 31 March 2009 set up an informal group consisting of 
some delegations (Austria, Latvia and Germany) and the European Commission. The 
delegations,  joined  by  the  Czech  Republic  noted  that  further  development  was 
needed  as  the  link  to  the  EBR  website  did  not  grant  the  user  access  to  the  register 
data. To have access to this data the user either needed to already have a password 
for one of the registers interconnected within EBR or needed to register on the first 
visit.  

With a view to the range of solutions already provided by EBR, the delegations were 
of  the  opinion  that  the  experience  made  should  be  taken  into  account  in  the 
framework of the European e-Justice portal rather than to duplicate what was already 
there.  For  the  considered  partial  integration,  for  example,  modern  Web-Service-
Technology  may  be  used,  but  the  details  of  the  integration  as  well  as  the 
organisational possibilities are still to be discussed. 

4. 

SUMMARY 

The interconnection of business registers serves two distinct, but related purposes:  

–  Access to information 

The  European  Business  Register  creates  a  network  between  registers  with  the 
objective  of  allowing  citizens  and  businesses  easily  to  access  information  in  their 
own  language  about  companies  and/or  their  directors  across  Europe.  This  service 
increases  transparency  in  the  Single  Market  and  enhances  the  protection  of 
shareholders,  creditors  and  third  parties.  In  order  to  reach  its  full  potential  the 
network of business registers should be extended to cover all the Member States of 
the EU and only official data should be transmitted through the network. 

–  Cooperation of business registers and/or competent authorities 

The  second  purpose  of  the  interconnection  of  business  registers  is  to  facilitate  the 
control and registration of cross-border procedures, such as cross-border mergers or 
seat transfers. In this case, the competent authority and/or business registry must be 
clearly identifiable and there should be a reliable and pre-established communication 
channel  between  them.  For  this  purpose,  both  IMI  and  the  outcome  of  the  BRITE 
project  provide  possible  solutions.  As  regards  ensuring  the  flow  of  information 
between  the  register  of  the  parent  companies  and  their  foreign  branches,  a  specific 
service has been developed within BRITE. 

Cross-border access to company information has been promoted significantly by the 
requirement that an electronic business register has to exist in every Member State as 
of 1 January 2007. In a number of Member States electronic registers are accessible 
in  more  than  one  language.  Accordingly,  access  to  company  data  from  other 
countries is already possible in the EU. It should now be feasible to access official 
information on companies in every Member State, preferably in all official languages 
of  the  EU.  However,  as  shown  in  this  report,  there  are  at  present  no  formal 
mechanisms  to  ensure  the  cooperation  of  the  competent  authorities  and/or  business 
registries  of the Member  States in cases of cross-border operations. This leads to a 

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20 

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number  of  problems  with  respect  to  the  use  of  languages,  the  identification  of 
competent authorities in other countries and the method of transmitting information.  

Facilitating  public  access  to  information  and  promoting  better  cooperation  between 
business registers are in line with the objectives of the provisions of the EC Treaty on 
freedom  of  establishment  and  of  the  company  law  directives.  These  provisions 
contribute  to  the  protection  of  the  interests  of  third  parties  and  increase  legal 
certainty.  Accordingly,  there  is  a  need  to  consider  how  to  improve  participation  in 
the network as well as in the cooperation between the Member States. This issue is 
addressed in the Green Paper on the interconnection of business registers, which is 
adopted by the Commission together with this progress report. It makes suggestions 
on possible ways forward to improve the existing situation and invites stakeholders 
to give their views on the examined options. 

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TABLE OF CONTENTS 

COMMISSION STAFF WORKING DOCUMENT The interconnection of business registers 
– progress report...........................................................................................................................  

COMMISSION STAFF WORKING DOCUMENT The interconnection of business registers 
– progress report...........................................................................................................................  

1. 

2. 

2.1. 

2.2. 

2.3. 

2.4. 

2.5. 

2.6. 

2.7. 

2.8. 

2.9. 

3. 

Introduction .................................................................................................................. 2 

Legal Context ............................................................................................................... 2 

Increased company mobility ........................................................................................ 3 

Directive on disclosure requirements of companies .................................................... 3 

Branches Directive ....................................................................................................... 4 

Cross-border mergers Directive ................................................................................... 4 

European Company...................................................................................................... 4 

European Cooperative Society..................................................................................... 4 

European Private Company.......................................................................................... 4 

European Economic Interest Grouping........................................................................ 5 

Transparency Directive ................................................................................................ 5 

State of play.................................................................................................................. 6 

3.1. 

European Business Register......................................................................................... 7 

3.1.1.  Historical background .................................................................................................. 7 

3.1.2.  Current legal status....................................................................................................... 8 

3.1.3.  Financing...................................................................................................................... 9 

3.1.4.  Membership in EBR................................................................................................... 10 

3.2. 

The BRITE project..................................................................................................... 11 

3.2.1.  The objectives of the BRITE project ......................................................................... 11 

3.2.2.  The elements of the BRITE project ........................................................................... 11 

3.2.2.1.  Directory of Registers (DOR) .................................................................................... 11 

3.2.2.2.  Registered Entity Identifier (REID) ........................................................................... 12 

3.2.2.3.  Central Name Index (CNI)......................................................................................... 12 

3.2.3.  Branch Disclosure Service (BDS).............................................................................. 12 

3.2.4.  Transfer of seat and cross-border mergers ................................................................. 13 

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3.2.5.  Current situation......................................................................................................... 14 

3.3. 

The Internal Market Information System (IMI)......................................................... 15 

3.3.1.  The objective of IMI .................................................................................................. 15 

3.3.2.  How IMI works .......................................................................................................... 16 

3.3.3.  Current situation......................................................................................................... 17 

3.3.3.1.  Professional Qualifications Directive ........................................................................ 17 

3.3.3.2.  Services Directive ...................................................................................................... 18 

3.4. 

E-Justice ..................................................................................................................... 18 

3.4.1.  Background ................................................................................................................ 18 

3.4.2.  E-Justice portal........................................................................................................... 19 

3.4.3.  E-Justice portal and EBR ........................................................................................... 19 

4. 

Summary .................................................................................................................... 20 

ANNEX.................................................................................................................................... 24 

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Annex I 

ANNEX 

Source:  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 SSRN: http://ssrn.com/abstract=906066, p. 28. 

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Annex II 

Members of the EBR network 

Austria: Telekom Austria AG (http://dataweb.telekom.at ) 

Belgium: Coface Services (http://www.coface.be ) 

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 ) 

FYROM: 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 ) 

Jersey: Jersey Financial Services Commission (http://www.jerseyfsc.org ) 

Italy: InfoCamere S.c.p.A. (http://www.infocamere.it ) 

Latvia: Lursoft IT (http://www.lursoft.lv) 

Lithuania: State Enterprise Centre of Registers (http://www.registrucentras.lt ) 

Luxembourg: Registre de Commerce et des Sociétés 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 
(http://www.ajpes.si ) 

the  Republic  of  Slovenia  for  Public  Legal  Records  and  Related  Services 

Spain: Servicio de Certificacion de los Registradores (http://www.registradores.org ) 

Sweden: Bolagsverket (http://www.bolagsverket.se ) 

Ukraine: Information Resource Centre State Enterprise (http://www.irc.gov.ua ) 

United Kingdom: Companies House (http://www.companieshouse.gov.uk ) 

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Annex III 

Services provided by EBR members52 

Providers launching dates  

Distributors launching dates 

January 2005 

October 2004 

October 2004 

December 2004 

September 2004 

June 2005 

Not yet 

May 2007 

February 2005 

Austria  

Belgium  

July 2004 

July 2004 

Denmark  

July 2004  

July 2004  

July 2004  

July 2004  

January 2009 

July 2004  

July 2004 

Estonia  

Finland  

France  

FYROM 

Germany 

Greece  

Ireland  

Italy  

Jersey  

Latvia  

August 2004  

Not possible; awaiting legislative change 

July 2004  

July 2007 

July 2004 

June 2005 

December 2008 

October 2004 

Luxembourg  

June 2009  

Planned Autumn 2009 

Netherlands  

February 2008 

Not yet 

Norway  

Serbia  

July 2004  

July 2009 

Slovenia  

April 2009  

Spain  

Sweden  

Ukraine  

 July 2004 

July 2004 

June 2008  

December 2004 

Not yet 

Planned Q3 2009 

June 2005 

December 2004 

Not yet 

United Kingdom  

June 2008  

Not possible; would require legal change 

52 

Lithuania  and  Guernsey  have  recently  joined  but  have  not  been  technically  integrated  in  the  network 
yet. 

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Annex IV 

Products provided by the members of EBR53 

Standard EBR reports 

Company 
Search 

 Company 
Profile 

Person 
Search 

Personal 
Appointments 

Company 
Appointments 

Other Products 

Austria  

Belgium  

Denmark  

Estonia 

Finland  

France  

FYROM 

Germany 

Greece 

Ireland 

Italy  

Jersey 

Latvia  

Luxembourg 

Netherlands 

Norway  

Serbia 

Slovenia 

Spain  

Sweden  

x 

x 

x 

x 

x 

x 
x 

x 
x 

x 

x 
x 

x 

x 

x 

x 
x 

x 

x 
x 

x 

x 

x 

x 

x 

x 
x 

x 
x 

x 

x 
x 

x 

x 

x 

x 
x 

x 

x 
x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 

x 
x 

x 

x 
x 

Annual accounts, 
Articles of Association 
Extract of Trade 
Register, Annual 
accounts 
Annual accounts 

Annual accounts 

Annual accounts, 
Annual return, 
Memo&Articles  
Annual accounts 

Balance Sheet, 
Profit & Loss, Annual 
accounts, Statutes, 
Certificate of 
Registration  
Annual accounts, 
Articles of Association, 
Incorporation deeds 

Annual accounts  

Annual accounts, 
Extract of Trade 
Register 
Annual accounts 
Annual accounts, 
Articles of Association 

53 

See footnote 52. 

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x 

x 

x 

x 

Ukraine 

United 
Kingdom 

x 

x 

x 

Annual accounts, 
Annual Return, Articles 
of Association, 
Incorporation 
documents 

Company search is the search by company name (or part of it) or company ID, it returns a list of companies 
meeting  the  search  criteria.  It  is  also  possible  to  make  a  cross-country  search  that  is  launching  a  search  by 
company name amongst several countries at the same time. 

Company profile is the usual company report with basic information about status, company type, address, paid-
up capital, activity description. 

Person Search is the search by person name (or part of it) or ID, it returns a list of legal or physical persons 
declared at the business register. 

Personal Appointments is a report listing the companies where the officer holds a position. 

Company Appointments is a list of companies' directors and administrators. Information about shareholders is 
not available. 

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