Green Paper - The interconnection of business registers {SEC(2009) 1492}
Date: 2009-11-04
Institutions: European Commission
Subjects: access to information, administrative transparency, cross-border cooperation, directory, electronic government, information network, registration of a company

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COMMISSION OF THE EUROPEAN COMMUNITIES 

Brussels, 4.11.2009 
COM(2009) 614 final 

GREEN PAPER 

The interconnection of business registers 

{SEC(2009) 1492} 

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GREEN PAPER 

The interconnection of business registers 

(Text with EEA relevance) 

1. 

INTRODUCTION 

The  current  financial  crisis  highlighted  once  again  the  importance  of  transparency 
across the financial markets. In the context of the measures for financial recovery1, 
improving access to up-to-date and official information on companies can be seen as 
a means to restore confidence in the markets all over Europe.  

Business  registers2  play  an  essential  role  in  this  regard;  they  register,  examine  and 
store company information, such as information on a company's legal form, its seat, 
capital  and  legal  representatives,  and  they  make  this  information  available  to  the 
public. They may also offer additional services, which may vary from one country to 
another.  The  minimum  standards  of  the  core  services  are  set  by  European 
legislation3;  in  particular  Member  States  have  to  maintain  electronic  business 
registers4  since  1  January  2007.  Nevertheless,  in  Europe,  business  registers  operate 
on a national or regional basis: they only store information on companies registered 
in the territory (country or region) where they are competent.  

Businesses  increasingly  expand  beyond  national  borders  using  the  opportunities 
offered  by  the  Single  Market.  Cross-border  groups  as  well  as  a  high  number  of 
restructuring  operations,  such  as  mergers  and  divisions  involve  companies  from 
different  Member  States  of  the  EU.  Furthermore,  over  the  past  decade  the 
jurisprudence  of  the  European  Court  of  Justice5  has  opened  up  the  possibility  for 
businesses  to  incorporate  in  one  Member  State  and  conduct  their  business  activity 
partly or entirely in another. 

There  is  an  increasing  demand  for  access  to  information  on  companies  in  a  cross-
border  context,  either  for  commercial  purposes  or  to  facilitate  access  to  justice. 
However, while official information on companies is easily available in the country 
of their registration, access to the same information from another Member State may 

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Communication for the spring European Council, Driving European recovery - COM(2009) 114. 
The  term  "business  register"  used  in  this  Green  Paper  comprises  all  the  central,  commercial  and 
companies registers within the meaning of Article 3 of the First Company law Directive (68/151/EEC). 
Directive 68/151/EEC 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  (OJ  L  65,  14.3.1968,  p.  8);  last  amended  by  Directive  2003/58/EC  of  the 
European Parliament and of the Council of 15 July 2003 (OJ L 221, 4.9.2003, p. 13). 
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). 
Centros (C-212/97), Überseering (C-208/00), Inspire Art (C-167/01) cases. 

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be  hindered  by  technical  or  language  barriers6.  In  these  circumstances,  facilitating 
cross-border  access  to  official  and  reliable  company  information  for  creditors, 
business  partners  and  consumers  is  necessary  to  ensure  an  appropriate  degree  of 
transparency and legal certainty in the markets all over the EU. To achieve this, the 
cross-border cooperation of business registers is indispensable.  

Moreover,  operations  such  as  cross-border  mergers  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.  Their  close  cooperation  accelerates  procedures  and  enhances  legal 
certainty.  

Efficient  cross-border  cooperation  between  the  registers  is  not  only  essential  for  a 
smooth  functioning  of  the  Single  Market.  It  also  significantly  reduces  the  costs  for 
companies  operating  cross-border.  The  High  Level  Group  of  Independent 
Stakeholders on Administrative Burdens identified facilitating cross-border access by 
electronic  means  to  business  information  as  a  means  of  facilitating  cross-border 
economic activities. Citing possible savings of € 161m regarding certain information 
obligations stemming from the Eleventh Company law Directive (89/666/EEC), the 
experts  were  fully  in  support  of  achieving  interoperability  between  trade  registers 
throughout Europe7. 

The  existing  voluntary  cooperation  between  business  registries  is,  however,  not 
enough. There is a need for enhanced cooperation between them. There are tools and 
initiatives – such as the European Business Register (EBR), the e-Justice project or 
the Internal Market Information System (IMI) – that can promote the enforcement of 
this  legal  framework  further,  facilitate  communication  between  the  competent 
registers and enhance transparency and confidence in the market.  

This  Green  Paper  describes  the  existing  framework  and  considers  possible  ways 
forward  to  improve  access  to  information  on  businesses  across  the  EU  and  more 
effective application of the company law directives.  

2. 

WHY IS THE ENHANCED COOPERATION OF BUSINESS REGISTRIES NEEDED? 

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

–  Access to information – the network of business registers 

to 

Facilitating  access 
increases 
transparency in the Single Market, enhances the protection of shareholders and third 
parties  and  helps  to  restore  confidence  in  the  markets.  Cross-border  access  to 
information  has  been  promoted  significantly  by  the  entry  into  force  of  the  2003 

information  on  companies  across  borders 

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The 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)  provides  a  partial  solution  by  requiring  companies  to 
provide a minimum set of information in the language of the country where they register their branch.  
Opinion  of  the  High  Level  Group  of  Independent  Stakeholders  on  Administrative  Burdens  ("Stoiber 
Group") on the priority area company law / annual accounts, 10 July 2008, § 22, 
http://ec.europa.eu/enterprise/admin-burdens-reduction/docs/080710_hlg_op_comp_law_final.pdf. 

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amendment  of  the  First  Company  law  Directive  (2003/58/EC)  that  introduced 
electronic  business  registers  in  the  Member  States  as  of  1  January  2007.  However 
citizens and businesses still have to search in at least 27 registers in order to gather 
the  relevant  business  information  on  companies.  Even  if  the  registers  are  available 
online,  stakeholders  have  to  deal  with  different  languages,  search  conditions, 
structures. A single access point to business information on all European companies 
could save time and costs for businesses. 

Therefore  it  is  now  time  to  think  about  the  next  steps  in  this  process.  First  and 
foremost,  all  Member  States  should  participate  in  the  cooperation  and  in  taking 
decisions  about  its  terms  and  conditions.  It  should  be  possible  to  access  reliable 
information on companies in all Member States, preferably in all official languages 
of  the  EU.  It  should  also  be  possible  to  search  for  information  on  a  company  or  a 
group of companies active in different Member States without having to access the 
relevant national or regional registers one-by-one. The quality of service should be at 
the same level across the EU.  

–  Cooperation of business registers in cross-border procedures 

The  second  purpose  of  the  interconnection  of  business  registers  is  to  strengthen 
cooperation  in  the  case  of  cross-border  procedures,  such  as  cross-border  mergers, 
seat  transfers  or  insolvency  proceedings.  Such  cross-border  cooperation  is  required 
by several company law instruments, as illustrated in box 1. 

Box 1 – Company law instruments and cooperation between business registries 

Cross-border cooperation of business registers is required explicitly by the Directive on cross-border 
mergers8  and  by  the  Statutes  for  a  European  Company  (SE)9  and  a  European  Cooperative  Society 
(SCE)10. These provisions accelerate registration procedures and consequently increase legal certainty 
by ensuring that the competent business registries directly notify each other about certain actions they 
take.11  Direct  contact  between  the  registries  also  facilitates  information  exchange  and  thus  ensures 
better information of stakeholders in other Member States. 

Moreover,  the  disclosure  requirements  for  foreign  branches  (established  by  the  Eleventh  Company 
law  Directive  (89/666/EEC))  render  the  cooperation  of  business  registries  indispensable  in  practice. 
The Directive requires companies to disclose a number of particulars and documents when they open 
a  branch  in  another  Member  State.  This  disclosure  has  to  take  place  in  the  language  of  the  country 
where  the  branch  is  registered,  in  order  to  improve  the  information  of  third  parties.  Direct 
communication between business registers is necessary for controlling whether the relevant data are 
correct  and  up-to-date  and  thus  for  protecting  the  interest  of  creditors  and  consumers  who  are  in 
contact with the branch. 

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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) No 2001/2157 of 8 October 2001 on the Statute for a European company (SE) (OJ L 
294, 10.11.2001, p. 1). 
Regulation (EC) No 2003/1435 of 18 August 2003 on the Statute for a European Cooperative Society 
(SCE) (OJ L 207, 18.08.2003, p. 1). 
For  example,  in  cross-border  seat  transfer  of  an  SE,  direct  communication  between  the  registers 
shortens  the  transitional period during which  the  company  is  registered  in  two  Member  States,  to  the 
minimum.  

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Finally, once the Statute for a European Private Company (SPE)12 is adopted, the number of cases that 
require  cross-border  cooperation  may  increase  significantly.  The  SPE  could  provide  small  and 
medium-sized  enterprises  (SMEs)  with  a  simple  and  flexible  instrument  to  expand  their  business  in 
the  Single  Market.  Therefore,  it  is  necessary  to  ensure  easy  access  to  official  information  on  these 
companies active in several Member States.  

In  this  regard,  competent  authorities  and/or  business  registries  must  be  clearly 
identifiable  and  secure,  pre-established  channels  must  be  available  for  the 
communication  between  them.  This  would  accelerate  cross-border  procedures  and 
increase  legal  certainty.  It  would  also  contribute  to  the  reduction  of  the 
administrative burden on companies. 

Furthermore, the Eleventh Company law Directive (89/666/EEC) prescribes a list of 
information  companies  have  to  register  when  they  create  a  branch  in  another 
Member  State.  However,  companies  often  fail  to  update  this  information.  This 
omission  may  have  critical  consequences  in  particular  when  the  register  of  the 
branch  is  not  notified  about  the  dissolution  of  the  company  and  consequently  the 
register provides misleading information to third parties. The business register of the 
branch  should  therefore  be  regularly  and  automatically  informed  about  the  more 
relevant changes in the status of the company. Such a change also has the potential to 
reduce filing obligations and thus decrease the administrative burden on companies. 

Enhanced  cooperation  between  business  registries  could  be  beneficial  regarding 
potential  synergies  on  the  disclosure  of  company  information  by  other  bodies.  For 
instance,  with  respect  to  improving  the  transparency  of  financial  markets,  the 
Transparency  Directive13  contains  a  number  of  provisions  to  ensure  that  investors 
have access to reliable financial information on issuers whose securities are admitted 
to trading on a regulated market. Inter alia, it requests that such information is kept 
available  to  the  public  in  the  so-called  officially  appointed  mechanisms  for  the 
central  storage  of  regulated  information.  The  electronic  network  of  such  officially 
appointed  storage  mechanisms  has  the  potential  to  enhance  the  availability  of 
financial  information  on  listed  companies  across  Europe14.  In  the  longer  term,  a 
single  access  point  to  all  legal  information  (stored  in  the  business  registers)  and 
financial information (stored in the above storage mechanisms) on listed companies 
could  be  envisaged.  Enhanced  cooperation  between  business  registries  would  also 
contribute  to  an  efficient  and  effective  operation  of  cross-border  insolvency 
proceedings,  in  line  with  the  objective  pursued  by  the  Regulation  on  Insolvency 
Proceedings (1346/2000/EC)15. 

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Proposal  for  a  Council  Regulation  on  the  Statute  for  a  European  private  company,  COM(2008)  396 
final. 
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.). 
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). 
Council  Regulation  (EC)  No  1346/2000  of  29  May  2000  on  insolvency  proceedings  (OJ  L160, 
30.6.2000, p.1).  

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3. 

EXISTING COOPERATION MECHANISMS  

3.1. 

Existing cooperation mechanisms between business registries 

The  need  for  cross-border  cooperation  of  business  registries  was  identified  nearly 
two  decades  ago,  which  led  to  the  launching  of  the  so-called  European  Business 
Register  (EBR)  initiative.  This  was  voluntary  project  undertaken  by  the  business 
registries with the support of the European Commission (see box 2). 

Box 2 – The European Business Register (EBR) 

The  EBR16  was  launched  as  an  initiative  between  business  registries  and  today  a  majority  of  EU 
registers  participate  in  it.  Currently,  it  combines  registers  from  18  Member  States17  and  six  other 
European jurisdictions18,19.  

EBR is a network of business registers whose objective is to offer reliable information on companies 
all over Europe. It allows citizens, businesses and public authorities to search for a company name or, 
in certain countries, a natural person through all the business registers which are members of EBR by 
submitting a single query in their own language. As the result of the search, the requested information 
becomes available in the language of the query. The legal aspects of the data transmission within the 
network and in particular the protection of personal data are governed by national law, including the 
provisions implementing the Community data protection rules20.  

Participation in the EBR network is voluntary for the registers and is carried out on a contractual basis 
(Information  Sharing  Agreement).  The  European  Business  Register  has  also  adopted  the  form  of  a 
European Economic Interest Grouping (EEIG)21, however, due to specificities of certain national laws, 
not all registers are authorised to take part in it.  

For  a  more  detailed  description  of  this  project  see  the  Progress  Report  accompanying  this  Green 
Paper. 

The  EBR  cooperation  has,  however,  some  limitations.  Firstly,  whilst  the  informal 
nature  of  the  EBR  cooperation  has  contributed  to  its  flexibility,  it  has  posed 
significant  challenges  to  the  expansion  of  the  network  which  has,  in  consequence, 
been a lengthy process. Moreover, neither EBR nor the relevant business registries, 
in  particular  those  that  are  financed  from  public  finances,  have  access  to  sufficient 
funds to accelerate the construction of a network covering all Member States.  

Secondly,  the  EBR  cooperation  is  limited  to  facilitating  cross-border  access  to 
company information (the first objective outlined in section 2) but does not address 

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http://www.ebr.org. 
Austria,  Belgium,  Denmark,  Estonia,  Finland,  France,  Germany,  Greece,  Ireland,  Italy,  Latvia, 
Lithuania, Luxembourg, Netherlands, Slovenia, Sweden, Spain, UK.  
Guernsey, Jersey, former Yugoslav Republic of Macedonia, Norway, Serbia, Ukraine. 
Lithuania  and  Guernsey  have  recently joined  but  have  not  been  technically  integrated  in  the  network 
yet. 
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 L 281, 23.11.1995 p. 31). 
Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic Interest Grouping 
(EEIG) (OJ L 199, 31.7.1985, p. 1) The EEIG is a legal body 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). 

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the  issue  of  registry-to-registry  cooperation  in  cross-border  procedures  (the  second 
objective  outlined  in  section  2).  This  led  some  of  the  EBR  partners  to  launch  a 
research  initiative,  funded  largely  by  the  European  Commission,  to  promote 
interconnection between registers (Business Register Interoperability Throughout 
Europe – BRITE)22. The BRITE project that was completed in March 2009 had as 
its objectives 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,  focusing  in  particular  on  the  cases  of  cross-border  seat 
transfers,  mergers  and  on  the  better  control  of  branches  of  companies  registered  in 
other Member States. 

However,  the  BRITE  project  was  a  research  project  and  thus  its  results  were  only 
implemented in a few countries to test their functionality. Since the end of the project 
phase  there  has  been  a  discussion  between  participating  Member  States  about  the 
future use of the project results. A forward-looking strategic outline will be presented 
in  November  200923  on  how  to  best  ensure  the  maintenance  of  and  regulate  the 
responsibility  for  running  the  services  which  were  envisaged  as  a  follow-up  to  the 
BRITE project. 

3.2. 

Other tools and initiatives: IMI and e-Justice 

To the extent that the existing cooperation mechanisms are not sufficient to address 
the  enhanced  cooperation  needs,  it  is  worth  exploring  other  tools  and  initiatives  – 
such as the Internal Market Information System (IMI) or the e-Justice project – that 
can  promote  the  enforcement  of  this  legal  framework  further  and  enhance 
transparency in the market24. 

The  Internal  Market  Information  System  (IMI)  is  an  instrument  to  improve 
administrative  cooperation  between  the  Member  States  so  as  to  improve  the 
functioning  of  the  Internal  Market  legislation.  In  March  2006,  Member  States 
endorsed a proposal to develop IMI which, at this stage, is used for the enforcement 
of the Professional Qualifications Directive25. It will also support the enforcement of 
the Services Directive26 from the end of 200927 (see box 3).  

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http://www.briteproject.eu For a more detailed description of this project, see also the Progress Report 
accompanying this Green Paper. 
The  Swedish  Companies  Registration  Office  is  hosting  a  conference  in  November  2009  on  "Cross 
Border Business Information Sharing". 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.  Fore  more  details: 
http://www.trippus.se/eventus/eventus_cat.asp?EventusCat_ID=10113&Lang=eng&c=. 
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). 
Currently, the support of the Services Directive is in a pilot phase. 

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Box 3 – The Internal Market Information System (IMI)  

IMI  is  a  secure  web-based  application  run  by  the  Commission.  It  is  a  closed  network  that  provides 
competent  authorities  in  Member  States  with  a  simple  tool  for  finding  the  relevant  interlocutors  in 
other Member States and to communicate with them in a fast and efficient way. Information requests 
are handled within IMI, using a structured set of questions and answers. The questions have been pre-
translated into all official languages by the European Commission translation services, thus providing 
reliable and legally certain language support. In addition, IMI offers a transparent set of procedures on 
how to deal with requests, agreed by all Member States.  

For  a  more  detailed  description  of  this  project  see  the  Progress  Report  accompanying  this  Green 
Paper. 

Finally, the aim of the e-Justice initiative is to assist the work of judicial authorities 
or  practitioners  and  facilitate  the  access  of  citizens  to  judicial,  legal  information. 
Gradually,  its  scope  has  been  extended  since  its  launch  in  June  2007  and  both  the 
Member  States  and  the  European  Commission  attach  high  priority  to  its 
implementation.  One  of  the  specific  projects  which  should  yield  tangible  results  is 
the European e-Justice portal that is intended to be launched online by the turn of the 
year. Once in place, the portal will be the key point of access to legal information, 
legal  and  administrative  institutions,  registers,  databases  and  other  services  within 
the framework of the European justice project. 

The  European  e-Justice  action  plan  for  2009-201328  deals  with  the  question  of  the 
integration of the European Business Register in the portal and presents a so-called 
phased approach. In the first phase, already at the launch of e-Justice portal, a link to 
EBR would be provided. In the second, mid- to long-term phase, there should be a 
reflection on the possibility for a partial integration of EBR into the portal itself. The 
details of the second phase require further analysis. However, Member States agreed 
that this further phase should build on the results achieved this far by EBR. 

4. 

THE WAY FORWARD  

The options set out in this chapter provide some suggestions on how to address the 
involvement  and 
questions  explained  above.  The  options  require  different 
commitment from the Member States. The Commission invites all interested parties 
to express their views on the considerations below. 

Each  of  the  possible  ways  forward  may  need  to  be  accompanied  by  legislative 
proposals  so  as  to  establish  a  clear  legal  framework  for  the  cooperation.  However, 
the  added  value  of  such  legislative  proposals  would  need  to  be  assessed  through 
impact  assessments  in  accordance  with  the  impact  assessment  guidelines  of  the 
Commission29. 

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Council Multi-Annual European e-Justice Action Plan 2009-1013 (2009/C 75/01) For a more detailed 
description of this project see the Progress Report accompanying this Green Paper. 
SEC(2009) 92. 

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4.1. 

Access to information – the network of business registers 

To  facilitate  access  to  information  on  companies  across  borders,  a  network  of 
business registers is needed in which all Member States participate. Whilst building 
on  the  results  already  achieved  by  EBR  is  reasonable,  as  there  are  already  18 
Member States participating in that network, improving its efficiency by regulatory 
means is difficult because of the dominantly private nature of the cooperation. 

The  network  of  business  registers  only  has  real  added  value  if  it  comprises  the 
registers of all 27 Member States. A possible way to ensure extensive involvement in 
a network would be to lay down a requirement to connect all business registers in the 
EU, possibly in the First Company law Directive (68/151/EEC). However, Member 
States  should  be  able  to  decide  how  this  network  is  set  up  and  what  the  terms  and 
conditions of the cooperation are. It may be useful to create a firmer legal basis for 
some features of the network, but the details of the cooperation should be determined 
through  an  agreement  on  the  governance  of  the  electronic  network  of  business 
registers ("governance agreement"). The agreement could address issues such as the 
conditions of joining the network including the relation with non-EU members, the 
appointment  of  a  body  managing  the  network,  questions  of  responsibility,  funding, 
dispute  resolution,  etc.  The  agreement  could  also  deal  with  the  questions  of  the 
maintenance  of  the  central  server  and  ensuring  access  to  the  public  in  all  official 
languages  of  the  EU.  The  contractual  solution  also  preserves  the  flexibility  of  the 
cooperation.  Member  States  would  have  the  possibility  to  decide  to  build  on  the 
already  existing  results  of  EBR  or  to  follow  a  different  path.  Business  registers 
participating in the network should remain free to establish their own pricing policy. 
However, they should not discriminate in their pricing between end users. It should 
be  also  ensured  that  the  business  registers  participating  in  the  network  abide  by 
minimum  security  and  data  protection  standards,  including  Community  data 
protection rules (95/46/EC) and relevant national provisions. 

The business information accessible through an extended network of registers could 
be also a valuable asset to the e-Justice portal that will be the key point of access to 
legal  information  and  services  in  the  EU.  A  common  strategy  and  the  technical 
details of the relation between the two entities require further analysis, in particular 
the duplication of the work carried out by either the network of registers or the portal 
has  to  be  avoided.  In  any  case,  the  portal  can  benefit  from  the  improvement  of  its 
main source of business information. Independently of the use of a network, there is 
also  an  option  to  require  all  EU  business  registers  to  give  access  to  a  standardised 
basic  set  of  information  directly  via  the  Internet,  for  instance  by  providing  a 
dedicated and standardised web-service. 

Finally, to facilitate access to information on companies even further, in the longer 
term, the connection of the network of business registers with the electronic network 
set up under the Transparency Directive (2004/109/EC) storing regulated information 
on  listed  companies  could  be  envisaged.  This  interconnection  could  lead  to  the 
creation  of  a  single  access  point  to  all  financial  and  legal  information  on  issuers 
whose securities are admitted to trading on a regulated market and thereby increase 
market transparency. 

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Interested parties are invited to give their views on  

-  whether  an  improved  network  of  the  business  registers  of  the  Member  States  is 
necessary,  

-  whether  the  details  of  such  a  cooperation  could  be  determined  by  a  "governance 
agreement"  between  the  representatives  of  the  Member  States  and  the  business 
registries, 

- whether they see any added value in connecting, in the long term, the network of 
business registers to the electronic network set up under the Transparency Directive 
storing regulated information on listed companies. 

If the measures considered above are not judged appropriate, stakeholders are invited 
to explain the benefits of an alternative solution or, as the case may be, of keeping 
the  current  situation  unchanged.  Moreover,  stakeholders  are  invited  to  provide 
evidence  of  the  potential  impacts  in  terms  of  costs  and  benefits,  including 
simplification  and  administrative  burden  reduction,  of  the  above  options  or  the 
alternative solutions proposed.  

4.2. 

Cooperation of business registries in cross-border mergers and seat transfers 

There  are  essentially  two  options  to  facilitate  the  communication  between  business 
registries  in  procedures  such  as  cross-border  mergers  and  seat  transfers.  The  first 
option is to use the results of the BRITE project and designate or establish an entity 
that is in charge of maintaining the necessary services extended to all Member States. 
The  second  option  is  to  use  the  Internal  Market  Information  System  (IMI)  that  is 
already operational and has the capacity to be extended to new areas of Community 
legislation in the coming years.  

–  Option 1 – Using the results of the BRITE project 

In  order  to  create  an  efficient  support  service  for  the  company  law  directives,  it  is 
indispensable to find a solution that can be implemented in all Member States. The 
solutions developed in the BRITE project are targeted at the cooperation of business 
registries and ensure a high level of interoperability. The rights of the technological 
solutions, however, belong to the members of the BRITE consortium. Therefore, the 
use of these technologies may only take place on a contractual basis. 

At  present,  18  Member  States  are  involved  in  a  cooperation  in  the  context  of  EBR 
and only six (five Member States30 and Norway) originally participated in the BRITE 
project  and  sub-projects,  Latvia,  Germany  (North  Rhine-Westphalia)  and  FYROM 
joining at a later stage. The creation of a network of business registers as mentioned 
above  is  likely  to  contribute  to  the  implementation  of  the  results  of  the  BRITE 
project that may otherwise require significant time.  

30 

Sweden, Ireland, Spain, Italy, Denmark. 

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As  regards  the  costs  of  this  option,  since  the  use  of  the  relevant  services  remains 
voluntary,  the  costs  of  joining  and  taking  part  in  the  cooperation  would  depend  on 
the agreement of the parties. 

–  Option 2 – The Internal Market Information System (IMI) 

Currently, IMI is used by over 1 600 competent authorities in 27 Member States and 
three  EEA  countries  to  exchange  information  under  the  Professional  Qualifications 
Directive (2005/36/EC) and, as a pilot project, the Services Directive (2006/123/EC).  

The advantage of IMI lies in the reusable framework for administrative cooperation 
that  it  offers.  With  its  competent  authority  database,  its  language  support  and  the 
ability  to  support  the  creation  of  structured  sets  of  questions  and  answers,  it  can 
potentially  support  the  implementation  of  any  piece  of  Internal  Market  legislation. 
Accordingly,  an  authority  only  needs  to  use  one  system  and  to  be  registered  in  the 
system only once. Depending on its field of competence, it may have access to one or 
more of the legislative areas supported in IMI.  

IMI  is  not  specifically  developed  for  the  purposes  of  communication  between 
business registries. However the set of procedures (workflow) for the notifications in 
the  context  of  the  company  law  directives  would  be  the  same  procedure  as  it  is 
currently used for information requests in relation to professional qualifications and 
services. 

The  use  of  IMI  would  not  require  significant  investment  from  the  Member  States 
other  than  designating  their  competent  business  registries  and  the  persons  having 
access rights to IMI. 

The question of branch disclosure needs to be examined separately from cross-border 
mergers and seat transfers. In the case of cross-border mergers and seat transfers the 
need for cooperation between the registries is limited to certain, well-defined steps in 
the procedure. However, in the case of a foreign branch any discrepancies between 
the  data  contained  in  the  business  register  of  the  company  and  that  of  the  foreign 
branch have to be controlled regularly and automatically. This requires a permanent 
connection and an automated comparative check of the content of the two registers.  

–  A combination of options 1 and 2 

As  regards  the  cooperation  of  business  registries  in  cases  of  cross-border  mergers 
and seat transfers, the technologies developed in the context of the BRITE project are 
specifically aimed at the cooperation of business registries. If the network of business 
registers  gets  a  firmer  legal  and  contractual  basis,  the  use  of  the  technology,  the 
terms and conditions of the BRITE-based cooperation can also be determined by the 
participating Member States.  

Nonetheless, a clear advantage of IMI compared to the other form of cooperation is 
that all Member States of the  EU  already  take  part  in the system. This cooperation 
covers every Member State and it could therefore be a logical step to extend it to a 
wider  range  of  procedures.  The  use  of  IMI  should  be  considered,  even  as  a 
transitional  solution,  to  facilitate  cross-border  mergers  and  seat  transfers,  in 

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particular  depending  on  the  pace  of  the  expansion  of  the  network  and  the  BRITE-
based services.  

The  lack  of  automatic  notification,  however,  can  be  seen  as  a  drawback  of  the 
Internal Market Information System in some cross-border procedures. While it seems 
suitable  and  practical  to  transmit  information  on  cross-border  mergers  or  seat 
transfers,  it  can  hardly  be  used  to  substitute  an  automated  check  of  the  status  of  a 
company and its foreign branch that requires the regular control of a large quantity of 
data. 

Moreover,  unlike  the  Directive  for  cross-border  mergers  (2005/56/EC)  and  the 
Regulations on the SE (2001/2157) and the SCE (2003/1435), the Eleventh Company 
law Directive (89/666/EEC) does not lay down a legal requirement for the relevant 
business registers to cooperate. Consequently, it seems necessary to establish a legal 
basis for such cooperation with respect to foreign branches. 

To  conclude,  IMI  appears  to  provide  a  viable  means  to  temporarily  or  even 
permanently facilitate the communication of business registers in different Member 
States.  However,  it  is  not  designed  for  automated  data  transmission  that  would  be 
required for the enforcement of the Eleventh Company law Directive (89/666/EEC). 

Interested parties are invited to give their views on  

-  which  solution  or  a  combination  of  those  solutions  they  favour  to  facilitate 
communication between business registers in the cases of cross-border mergers and 
seat transfers,  

- whether they support the proposed solution on the disclosure of branches,  

If any of the measures considered above are not judged appropriate, stakeholders are 
invited  to  explain  the  benefits  of  an  alternative  solution  or,  as  the  case  may  be,  of 
keeping  the  current  situation  unchanged.  Moreover,  stakeholders  are  invited  to 
provide  evidence  of  the  potential  impacts  in  terms  of  costs  and  benefits,  including 
simplification  and  administrative  burden  reduction,  of  the  above  options  or  the 
alternative solutions proposed. 

5. 

NEXT STEPS 

Member  States,  the  European  Parliament,  the  European  Economic  and  Social 
Committee and interested parties are invited to submit their views on the suggestions 
set  out  in  this  Green  Paper  with  a  view  of  establishing  a  broad  consensus  on  any 
measures that could be envisaged. Contributions are invited until 31 January 2010. In 
the  follow-up  to  this  Green  Paper  and  on  the  basis  of  the  responses  received,  the 
Commission will take a decision on the next steps. 

Contributions  will  be  published  on  the  internet.  It  is  important  to  read  the  specific 
privacy statement attached to this Green Paper for information on how your personal 
data and contribution will be dealt with. 

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