COMMISSION STAFF WORKING DOCUMENT IMPACT ASSESSMENT   Accompanying document to the  Proposal for a Directive of the European Parliament and of the Council amending Directives 89/666/EEC, 2005/56/EC and 2009/101/EC as regards the interconnection of central, commercial and companies registers
Date: 2011-02-24
Institutions: European Commission
Subjects: access to information, business management, company law, legal status, multinational enterprise, registration of a company

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EUROPEAN COMMISSION 

Brussels, 24.2.2011 
SEC(2011) 222 final 

COMMISSION STAFF WORKING DOCUMENT 

IMPACT ASSESSMENT 

Accompanying document to the 

Proposal for a Directive of the European Parliament and of the Council 
amending Directives 89/666/EEC, 2005/56/EC and 2009/101/EC as regards the 
interconnection of central, commercial and companies registers 

SEC(2011) 223 final 
COM(2011) 79 final 

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This report commits only the Commission departments involved in drafting it and does not 
prejudge the final form of any decision to be taken by the Commission.

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COMMISSION STAFF WORKING DOCUMENT 

IMPACT ASSESSMENT 

Accompanying document to the 

Proposal for a Directive of the European Parliament and of the Council 
amending Directives 89/666/EEC, 2005/56/EC and 2009/101/EC as regards the 
interconnection of central, commercial and companies registers 

TABLE OF CONTENTS 

1. 

2. 

3. 

3.1. 

3.2. 

3.3. 

3.4. 

3.5. 

4. 

4.1. 

Introduction .................................................................................................................. 7 

Procedural issues and consultation of interested parties .............................................. 8 

Context ....................................................................................................................... 10 

Business registers and business registration............................................................... 10 

Cross-border aspects of business registration and information.................................. 12 

The existing cooperation mechanism between business registers ............................. 14 

The Internal Market Information System (IMI)......................................................... 16 

The e-Justice project................................................................................................... 17 

Problem definition...................................................................................................... 17 

Problem 1: Lack of up-to-date information in the business register of foreign 
branches...................................................................................................................... 19 

4.1.1. 

Insufficient up-to-date information in the register of the foreign branch................... 19 

4.1.2. 

Impact of the lack of up-to-date information ............................................................. 20 

4.2. 

Problem 2: Difficulties with cooperation between business registers on 
procedures for cross-border mergers and transfers of registered office..................... 22 

4.2.1.  Cooperation on cross-border procedures.................................................................... 22 

4.2.2. 

Impact of difficulties with cooperation ...................................................................... 23 

4.3. 

Problem 3: Difficulties with cross-border access to business information ................ 24 

4.3.1.  Diversity of languages, search conditions and structures .......................................... 24 

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4.3.2.  Lack of a single access point...................................................................................... 25 

4.3.3.  Lack of a single company identifier ........................................................................... 25 

4.3.4.  Differences in the quality of the data disclosed in the business register.................... 26 

4.3.5. 

Impact of difficulties with cross-border access.......................................................... 27 

4.4. 

The combined impact of problems 1 to 3................................................................... 28 

5. 

6. 

7. 

8. 

Baseline scenario........................................................................................................ 28 

Subsidiarity................................................................................................................. 29 

Objectives................................................................................................................... 29 

Policy options and analysis ........................................................................................ 29 

8.1. 

Cost scenarios............................................................................................................. 31 

8.1.1.  Scenario 1: Building on the EBR and the BRITE project.......................................... 31 

8.1.2.  Scenario 2: Developing a solution combining the EBR with IMI ............................. 32 

8.1.3.  Scenario 3: Building a new network of registers ....................................................... 33 

8.1.4.  Conclusions on the costs and technological options .................................................. 34 

8.2. 

Cross-border cooperation on updating registrations on foreign branches.................. 34 

8.2.1.  Option A1: No policy change — the baseline scenario ............................................. 34 

8.2.2.  Option A2: Recommend detailed rules for business registers on the method of 

cooperation on updating information on cross-border branches ................................ 35 

8.2.3.  Option A3: Lay down a legal requirement for business registers to cooperate by 

electronic means with a view to updating the registration of foreign branches 
and specify the technical details of the cooperation................................................... 35 

8.2.4.  Option A4: Lay down a legal requirement for business registers to cooperate by 

electronic means with a view to updating the registration of foreign branches 
and specify the technical details of the cooperation in a delegated act or 
governance agreement................................................................................................ 36 

8.2.5.  Comparing the options ............................................................................................... 37 

8.3. 

Cross-border cooperation in procedures for cross-border mergers and transfers 
of registered office ..................................................................................................... 39 

8.3.1.  Option B1: No policy change — the baseline scenario ............................................. 39 

8.3.2.  Option B2: Recommend detailed rules for business registers on the method of 
cooperation in procedures for cross-border mergers and transfers of registered 
office........................................................................................................................... 39 

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8.3.3.  Option B3: Lay down legal requirements specifying the technical details of the 
cooperation between business registers in procedures for cross-border mergers 
and transfers of registered office ................................................................................ 40 

8.3.4.  Option B4: Lay down legal requirements for cooperation and specify the 
technical details for procedures for cross-border mergers and transfers of 
registered office in a delegated act or governance agreement ................................... 40 

8.3.5.  Comparing the options ............................................................................................... 41 

8.4. 

Cross-border access to business information ............................................................. 42 

8.4.1.  Option C1: No policy change — the baseline scenario ............................................. 42 

8.4.2.  Option C2: Recommend detailed rules for business registers to ensure better 

cross-border access to information............................................................................. 42 

8.4.3.  Option C3: Lay down a requirement for Member States to participate in an 

electronic network of business registers, along with the list of information to be 
transmitted through the network, the frequency of updating the registered 
information and the technical details of the cooperation ........................................... 43 

8.4.4.  Option C4: Lay down a requirement for Member States to participate in an 

electronic network of business registers, along with the list of information to be 
transmitted through the network and the frequency of updating the registered 
information but specify the technical details of the cooperation in a delegated act 
or governance agreement ........................................................................................... 43 

8.4.5.  Comparing the options ............................................................................................... 44 

8.5. 

Summary of the recommended options...................................................................... 45 

9. 

Monitoring and evaluation ......................................................................................... 46 

Annex 1 .................................................................................................................................... 47 

Annex 2 .................................................................................................................................... 55 

Annex 3 .................................................................................................................................... 56 

Annex 4 .................................................................................................................................... 57 

Annex 5 .................................................................................................................................... 58 

Annex 6 .................................................................................................................................... 62 

Annex 7 .................................................................................................................................... 63 

Annex 8 .................................................................................................................................... 64 

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Annex 9 .................................................................................................................................... 65 

Annex 10 .................................................................................................................................. 66 

Annex 11 .................................................................................................................................. 68 

Annex 12 .................................................................................................................................. 69 

Annex 13 .................................................................................................................................. 70 

Annex 14 .................................................................................................................................. 72 

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1. 

INTRODUCTION 

The  current  financial  crisis  has  highlighted  once  again  the  importance  of  transparency 
across the financial markets, including on companies’ governance and business activities. 
The  Council’s  Conclusions  of  25  May  2010  confirmed  that  improving  access  to  up-to-
date  and  trustworthy  information  on  companies  could  encourage  greater  confidence  in 
the  market,  help  recovery  and  increase  the  competitiveness  of  European  business1. 
Business registers2 play an essential role in this regard; they register, examine and store 
information on, for example, a company’s legal form, its registered office, capital, legal 
representatives  and  annual  accounts,  and  they  make  this  information  available  to  the 
public.  

Businesses are increasingly expanding beyond national borders to seize the opportunities 
offered by the single market. Progress in the field of information technology is making it 
easier for citizens and companies to purchase and sell goods and services abroad. Cross-
border  groups  as  well  as  many  restructuring  operations,  such  as  mergers  and  divisions, 
involve companies from different Member States of the EU. Furthermore, over the past 
decade the case law of the Court of Justice of the European Union3 (ECJ) has opened up 
the  possibility  for  businesses  to  incorporate  in  one  Member  State  and  conduct  their 
business  activity  partly  or  entirely  in  another.  Accordingly,  there  is  increasing  demand 
for access to information on companies in a cross-border context, either for commercial 
purposes or to facilitate access to justice.  

Cross-border  access  to  business  information  requires  cross-border  cooperation  between 
business registers. Some such cooperation already exists but it is limited to certain types 
of  information  and  does  not  cover  every  Member  State.  It  is  therefore  not  sufficient  to 
meet the needs for information induced by business activity in the single market.  

But efficient cross-border cooperation between business registers is not only essential for 
the  smooth  functioning  of  the  single  market.  It  also  reduces  costs  for  companies 
operating  across  borders.  In  2007,  the  Commission  launched  an  Action  Programme  for 
reducing  administrative  burdens  in  order  to  improve  the  business  environment  for  EU 
companies4.  The  Action  Programme  was  endorsed  by  the  European  Council  in  March 
20075,  which  stressed  that  a  strong  joint  effort  by  the  EU  and  the  Member  States  is 
necessary  to  reduce  administrative  burdens  within  the  EU6.  In  2008,  a  large-scale 

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Council Conclusions on the interconnection of business registers, 9678/10, point 5. 
In  this  impact  assessment  ‘business  register’  means  all  the  central,  commercial  and  companies 
registers  covered  by  Article  3  of  Directive  2009/101/EC  of  the  European  Parliament  and  of  the 
Council  of  16  September  2009  on  coordination  of  safeguards  which,  for  the  protection  of  the 
interests  of  members  and  third  parties,  are  required  by  Member  States  of  companies  within  the 
meaning  of  the  second  paragraph  of  Article  48  of  the  Treaty,  with  a  view  to  making  such 
safeguards equivalent (first CLD), OJ L 258, 1.10.2009, pp. 11–19. 
The Centros (C-212/97), Überseering (C-208/00) and Inspire Art (C-167/01) cases. 
Communication  from  the  Commission  to  the  Council,  the  European  Parliament,  the  European 
Economic  and  Social  Committee  and  the  Committee  of  the  Regions  ‘Action  Programme  for 
Reducing Administrative Burdens in the European Union’ (COM(2007) 23 final). 
Presidency Conclusions of the Brussels European Council — doc. 7224/07 Concl 1. 
For further information see: 
http://ec.europa.eu/enterprise/policies/better-regulation/administrative-burdens/index_en.htm. 

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administrative cost measurement exercise identified company law as a priority area7. In 
this  context,  the  High-Level  Group  of  Independent  Stakeholders  on  Administrative 
Burdens was also consulted. They identified facilitating electronic cross-border access to 
business information as one  means of facilitating cross-border economic activities. The 
group  fully  supported  achieving  interoperability  between  trade  registers  throughout 
Europe8. 

2. 

PROCEDURAL ISSUES AND CONSULTATION OF INTERESTED PARTIES 

On 5 November 2009, the European Commission adopted a Green Paper9 accompanied 
by  a  progress  report10  on  the  interconnection  of  business  registers.  The  progress  report 
presented  the  state  of  play  with  the  existing  cooperation  mechanisms  between  business 
registers and other authorities. The Green Paper supplemented the report by considering 
different  policy  options  for  the  future11.  The  documents  identified  and  examined  two 
issues: cross-border access to information on companies and cross-border communication 
between business registers.  

The Green Paper formed the basis for a public consultation that was conducted between 
5 November  2009  and  31  January  2010.  DG  Internal  Market  and  Services  received  69 
responses  from  22  countries,  including  21  Member  States.  The  governments  of  17 
Member  States  commented  on  the  Green  Paper  and  about  the  same  number  of  replies 
were  received  from  business  registers  and  business  organisations  or  companies.  Other 
respondents  included  professional  advisers  and  trade  unions.  Almost  all  respondents  to 
the  consultation  expressed  their  support  for  improving  the  interconnection  of  business 
registers in the EU. There was broad agreement that such a network would not bring real 
added value in terms of market transparency unless it linked the business registers of all 
27 Member States. As regards improving communications between business registers in 
cross-border  procedures  (mergers,  transfers  of  registered  office,  foreign  branch 
registration,  etc.),  most  respondents  were  in  favour  of  a  solution  that  would  make 
automated data transmission between business registers possible. Details of the report on 
the replies can be found in Annex 1. 

On  25  May  2010,  the  Competitiveness  Council  adopted  conclusions  welcoming  the 
Commission’s initiative to improve interconnection of business registers12. The Council 
highlighted  the  role  which  a  European  network  of  business  registers  could  play  in 
improving  market  transparency  and  invited  the  Commission  to  continue  work  on 
centralised  access  to  business  information  and  on  an  electronic  network  or  platform  of 

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Cf.  Cap  Gemini,  Deloitte,  Ramboll  Management:  Final  Report  for  Priority  Area  Annual 
Accounts/Company Law, EU Project on Baseline Measurement and Reduction of Administrative 
Costs, http://ec.europa.eu/enterprise/policies/better-regulation/files/abst09_companylaw_en.pdf. 
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, paragraph 22,  
http://ec.europa.eu/enterprise/admin-burdens-eduction/docs/080710_hlg_op_comp_law_final.pdf. 
Green Paper on the interconnection of business registers (COM(2009) 614 final). 
Commission  staff  working  document  accompanying  the  Green  Paper  on  the  interconnection  of 
business registers (SEC(2009) 1492). 
These policy options will be examined in chapter 8 of this impact assessment. 
See footnote 1. 

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electronic  networks  building  on  the  progress  already  made  in  existing  projects.  The 
Council added that any future legal framework should ensure that all Member States take 
part in the network, that reliable, up-to-date and standardised data are transmitted through 
it and that there is a legal basis for cooperation between registers, particularly with regard 
to  foreign  branches.  Moreover,  clear  channels  of  communication  between  business 
registers  should  ensure  that  they  cooperate  smoothly  in  cross-border  procedures.  In  the 
long term, the possibility of connecting the enhanced network of business registers to the 
electronic  network  set  up  under  the  Transparency  Directive13  to  store  regulated 
information on listed companies could be examined. 

On  7  September  2010,  the  European  Parliament  adopted  a  resolution  which  expressed 
general  support  for  the  project14.  It  underlined  that  the  usefulness  of  the  project  for 
further integration of the European Economic Area can be exploited only if all Member 
States  take  part  in  the  network  of  business  registers.  Parliament  also  pointed  out  that 
public access to reliable, up-to-date information should be provided via an official single 
access  point  in  order  to  improve  transparency,  efficiency  and  legal  certainty,  to  the 
benefit  of  companies,  workers  and  consumers.  Finally,  the  resolution  highlighted  the 
importance  of  automated  data  exchange 
foreign  branch  disclosure  and 
communication  between  registers  in  cross-border  procedures,  such  as  mergers  and 
transfers of registered office. 

for 

The European Economic and Social Committee adopted an equally supportive opinion on 
16  September  201015  based  on  the  work  done  by  its  Section  for  the  Single  Market, 
Production and Consumption. 

Finally,  the  Committee  of  the  Regions16  expressed  support  for  the  Commission’s 
initiative, underlining the importance of company mobility across the EU. 

In April 2010, a Steering Group was formed to assist DG Internal Market and Services 
with  assessing  the  impact  of  the  different  policy  options  put  forward  to  solve  the 
problems  identified.  The  Steering  Group  was  made  up  of  representatives  of  the  Legal 
Service, the Secretariat-General, Eurostat, DG Enterprise and Industry, DG Information 
Society and Media, DG Home Affairs, DG Justice, DG Informatics, DG Competition and 
DG  Enlargement.  It  has  met  three  times  to  evaluate  the  progress  on  the  impact 
assessment,  to  provide  guidance  on  drafting  and  contributions  and  to  approve  the  final 
document. 

The  IA  report  was  examined  by  the  Impact  Assessment  Quality  Board  by  written 
procedure. The Board issued a favourable opinion on 15 September 2010. Following the 
Board’s  opinion,  the  following  changes  were  made  to  this  IA:  The  report  goes  into 
further  detail  on  the  problems,  including  the  deficiencies  of  the  existing  cooperation 

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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  to  trading  on  a  regulated  market  and  amending  Directive  2001/34/EC 
(OJ L 390, 31.12.2004, pp. 38–57). 
European Parliament resolution of 7 September 2010 on the interconnection of business registers, 
2010/2055(INI). 
INT/517. 
CdR 20/2010, adoption date: 9 June 2010. 

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mechanisms.  It  also  explains  the  scale  of  the  potential  reduction  of  the  administrative 
burden better. The cost assessment has been moved from the annex and integrated into 
the chapter on policy options. A number of explanations about the calculation have been 
added. The text also gives a better explanation of why the legislative proposals will not 
influence  the  choice  of  the  ICT  solution  which  must  be  made  in  the  implementation 
phase  of  the  project.  The  views  of  stakeholders  have  been  incorporated  into  the  text 
better. Finally, a glossary has been added. 

3. 

CONTEXT 

3.1. 

Business registers and business registration 

regional 

(e.g.  Austria)  or 

Ireland  and  Denmark), 

Business  registers  exist  in  every  Member  State;  they  are  organised  at  national 
(e.g. Sweden, 
level 
(e.g. Germany)17.  Business  registers  and  business  registration  were  the  first  area  of 
company law harmonised by the European Community. As early as 1968, common rules 
set  minimum  standards  for  disclosure  (registration  and  publication)  of  business 
information  in  order  to  protect  shareholders  and  third  parties18.  In  every  Member  State 
limited liability companies19  must  be  registered  in  a  business  register20. The  country  of 
registration  determines  the  company  law  applicable21,  regardless  of  the  number  of 
countries in which the company carries out business. The first Company Law Directive 
(CLD)22 lays down a minimum list of documents and particulars (data) to be disclosed in 
the business register about each company.  

local 

Since 1 January 2007, following an amendment to the first CLD, Member States have to 
maintain electronic business registers. Companies may submit their requests, documents 
and  particulars  to  the  business  register  by  electronic  means23.  The  content  of  the 
electronic  business  register  can  also  be  obtained  by  electronic  means  (e-mail  or  web-
based  access).  The  first  CLD  not  only  lays  down  transparency  requirements,  but  also 
contributes to legal certainty by creating conditions allowing third parties to rely on the 

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See  Annex  2  for  an  overview  of  the  authorities  responsible  for  business  registration  in  the 
Member States. 
The  first  CLD  was  originally  numbered  Directive  68/151/EEC.  The  latest,  codified,  version  is 
Directive 2009/101/EC. 
In  this  impact  assessment  the  term  ‘company’  should  always  be  understood  as  ‘limited  liability 
company’ unless specified otherwise. 
In  most  countries  (except  for  the  Netherlands,  for  example)  companies  acquire  their  legal 
personality  at  the  time  they  are  registered.  ‘Legal  personality’  means  that  a  company  is  legally 
distinct from its shareholders, who bear no personal liability for the obligations of the company. A 
legal person has the capacity to enter into contracts, own property or to sue or be sued. 
This law determines, among other things, the rules applicable to establishment of the company, its 
internal organisation, capital requirements, legal representation, duties and liabilities, accounting, 
auditing and usually insolvency as well, regardless of the number of countries where it carries out 
business. 
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). 
Article 3 of the first CLD. 

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information disclosed via the business register. Moreover, the eleventh CLD24 lays down 
requirements  for  registration  of  branches  of  companies  registered  in  other  Member 
States. It sets out the data and documents that need to be disclosed about the company if 
it opens a foreign branch. Member States may require companies to provide a translation 
of their annual accounts and their articles of association. 

These  directives  have  become  integral  parts  of  the  relevant  national  company  law.  But 
despite these common threads, several differences remain between the Member States in 
terms of content, frequency of updates, legal checks, the legal force of the information, 
access to documents and the languages available. For example, in Germany and Austria 
only  notaries  may  submit  any  document  to  the  business  register,  whereas  the  United 
Kingdom  and  Ireland  use  a  system  of  self-certification  where  the  representative  of  the 
relevant  company  submits  a  statement  on  compliance  with  the  applicable  legislation. 
Moreover, in addition to the minimum list of documents and particulars laid down by the 
first  CLD,  Member  States  usually  require  companies  to  file  additional  items  in  the 
business  register  at  the  time  of  registration25.  Accordingly,  above  the  minimum 
requirements,  the  content  of  the  business  registers  is  not  standardised26.  Some  of  these 
differences create problems for users of business information. These will be examined in 
the chapter on problem definition (subsection 4.3.4).  

In  line  with  the  scope  of  the  first  and  eleventh  CLDs,  this  impact  assessment  will  be 
limited  to  private  and  public  limited  liability  companies.  Even  with  this  restriction,  the 
directives cover altogether more than 8.5 million companies in Europe27 (see Annex 3). 
Furthermore,  many  Member  States  like  Austria,  Lithuania,  Poland  and  the  United 
Kingdom apply similar or identical rules to other legal forms as well, thus adding to the 
total number of companies affected. 

A  clear  distinction  must  be  drawn  between  business  registers  and  commercial 
information  providers  who  develop  ‘usable’  data  on  companies  and  sell  them  to  their 
customers. Some of these commercial information providers take a critical view of this 
proposal to improve public access to cross-border information, while others welcome it. 
It seems fair to assume that commercial information providers, who have developed the 
skills  necessary  for  processing  and  adding  value  to  the  raw  data  contained  in  the 
domestic  public  business  registers,  will  not  be  adversely  affected  by  better 
interconnection of business registers.  

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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). 
The requirements vary from one Member State to another. Typical examples include an indication 
of whether the company belongs to or is a dominant member of a recognised group of companies, 
including the names, addresses and registration numbers of the companies belonging to the group, 
the national tax number or a list of the members of the company. 
The fees charged by the registers also show some divergence. However, the first CLD stipulates 
that  the  price  for  obtaining  a  copy  of  the  registered  documents  and  data  must  not  exceed  the 
corresponding administrative costs. Consequently, the different fees charged by the registers are 
not perceived as a problem. 
Figures were not available from Belgium and Greece. 

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3.2. 

Cross-border aspects of business registration and information 

Reliable  up-to-date  information  on  companies  is  crucial  for  consumers,  existing  or 
potential  business  partners,  the  public  and,  in  particular,  the  tax  and  justice 
administration.  Cross-border  access  to  business  information  is  relevant  in  connection 
with  companies  that  set  up  branches  or  subsidiaries,  conduct  cross-border  trade  or 
provide cross-border services in the EU.  

The first important cross-border aspect of business registration is registration of foreign 
branches.  Following  the  judgment  by  the  ECJ  in  the  Centros  case28,  entrepreneurs  are 
more and more inclined to make use of their freedom to incorporate in the country which 
is  best  suited  to  their  business  needs29.  These  incorporations  are  often  followed  by 
establishment of a branch in their own Member State for the purpose of conducting their 
business. By way of illustration, Annex 4 shows the number of private limited companies 
incorporated in the United Kingdom but with the majority of their directors residing in 
another country (1997-2006). 

Second,  cooperation  between  business  registers  from  different  Member  States  is 
explicitly  required  by  European  legislation  adopted  over  the  last  decade  in  order  to 
facilitate cross-border mergers of limited liability companies30 and cross-border transfers 
of the registered office of European companies (SE)31 or European cooperative societies 
(SCE)32.  In  both  cases,  the  register  filing  the  new  registration  is  under  an  obligation  to 
notify the other relevant register (the former register) about the registration of the merger 
or the transfer of registered office. From a legal viewpoint, it is crucial that deletion of 
the old registration does not take effect until after receiving the notification33.  

The  ECJ  also  made  it  clear,  in  the  Sevic  case34,  that  all  European  companies  can 
participate  in  cross-border  mergers.  In  2008,  in  the  Cartesio  case35,  the  Court  made  it 
possible  for  national  companies  to  transfer  their  registered  office  to  another  Member 
State  under  specific  circumstances.  Such  a  transfer  is  generally  allowed  in  a  few 
countries,  such  as  Luxembourg,  Spain  and  Cyprus.  In  practice,  these  operations  cannot 
be carried out without cooperation between the registers concerned. 

The  third  aspect  concerns  cross-border  access  to  information  on  companies,  for  which 
business registers are a valuable source. According to one reply to a questionnaire which 
the  Commission  sent  to  the  Member  States  (see  Annex  5),  Companies  House  in  the 

28 
29 

30 

31 

32 

33 

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35  

C-212/97. 
Especially  in  the  United  Kingdom.  See  Becht,  Marco,  Mayer,  Colin  and  Wagner,  Hannes  F., 
‘Where Do Firms Incorporate? Deregulation and the Cost of Entry’ (August 2007). ECGI — Law 
Working  Paper  No  70/2006;  Journal  of  Corporate  Finance,  Vol.  14,  No  3,  2008.  Available  at: 
http://ssrn.com/abstract=906066. 
Directive  2005/56/EC  of  the  European  Parliament  and  of  the  Council  of  26 October  2005  on 
cross-border mergers of limited liability companies (OJ L 310, 25.11.2005, p. 1). 
Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) 
(OJ L 294, 10.11.2001, p. 1). 
Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society 
(SCE) (OJ L 207, 18.8.2003, p. 1). 
See Article 13 of the Directive on cross-border mergers, Article 8(11) of the SE Regulation and 
Article 7(11) of the SCE Regulation. 
C-411/03. 
C-210/06. 

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United  Kingdom  received  185  million  (domestic  and  cross-border)  requests  for  free 
business information. That gives an average of 70 requests per year for every company 
registered. On an average day, users requested information on 15 % of all companies. In 
Austria,  Finland  or  Sweden,  business  registers  receive,  on  average,  between  10  and  15 
requests per company per year, and in Ireland around three36. 

Information on cross-border access to business information is fragmented, since business 
registers do not systematically record the geographical origin of the requests received. A 
survey37  carried  out  by  Companies  House  in  2009  estimated  that  90 %  of  requests  for 
information  were  domestic,  while  around  5 %  (more  than  9  million  a  year)  originated 
from  other  Member  States,  3 %  from  the  USA  and  the  remainder  from  the  rest  of  the 
world.  In  Finland,  Germany  and  Austria  requests  from  other  Member  States  make  up 
around 1 % of the total. In 2009, cross-border requests for information via the European 
Business Register (see section 3.3) totalled 330 00038, an increase of 65 % over 2008.  

Cross-border  access  to  business  information  is  also  relevant  in  connection  with 
businesses that conduct cross-border trade or provide cross-border services in the EU. No 
data  are  available  on  the  number  of  companies  involved  in  cross-border  trade  or 
provision  of  services39,  but  other  sources  show  the  scale  of  cross-border  business.  For 
example,  it  has  been  estimated  that  25 %  of  small  and  medium-sized  enterprises 
(SMEs)40  in  Europe  export  and  29 %  import  within  the  single  market41.  Taking  into 
account that more than 99 % of European companies are SMEs, which means 20 709 000 
enterprises42,  more  than  5 000 000  European  SMEs  have  transactions  with  consumers, 
creditors  or  business  partners  from  other  Member  States.  Eurostat’s  database  of 
multinational enterprise groups (Eurogroups Register — EGR) also adds to this picture: 
so far, it has registered 299 570 legal units43 located in the EU Member States (314 031 in 
EU and EFTA Member States44) that belong to the 6 350 largest multinational enterprise 
groups45.  Moreover,  according  to  a  2009  Eurobarometer  survey46,  25 %  of  European 

36  
37  
38  

39  

40  

41  

42  

43 

44 
45 

limited 

Data for Italy, Spain, France and Germany are missing or not comparable. 
See: http://www.ecrforum.org/conference/conference2010/, presentation by Companies House. 
Close  to  70 %  of  the  total  volume  is  on  company  searches.  The  rest  of  the  traffic  is  mainly  on 
company appointments and financial information. 
Eurostat makes available only data on intra-EU transactions between businesses that concern trade 
flows in goods, services and flows of investment stocks. 
SMEs  are  not  always 
liability  companies.  They  are  defined  by  Commission 
Recommendation  96/280/EC  of  3  April  1996  concerning  the  definition  of  small  and  medium-
sized enterprises (OJ L 107, 30.4.1996, pp. 4–9). 
Around 7 % of SMEs in the EU are involved in technological cooperation with a foreign partner, 
another  7 %  are  subcontractors  to  a  foreign  partner  and  7 %  more  have  foreign  subcontractors. 
Some  2 %  of  SMEs  are  active  in  foreign  direct  investment.  Annexes  6  and  7  show  that  most 
exports  and  imports  by  SMEs  remain  within  Europe.  See  also  ‘Internationalisation  of  European 
SMEs’, 2010:  
http://ec.europa.eu/enterprise/policies/sme/market-access/internationalisation/index_en.htm. 
‘European  SMEs  under  Pressure,  Annual  Report  on  small  and  medium-sized  enterprises  2009’: 
http://ec.europa.eu/enterprise/policies/sme/facts-figures-analysis/performance-
review/index_en.htm. 
‘Legal  units’  include  legal  persons  recognised  by  law,  independently  of  the  individuals  or 
institutions which own them or are members of them and natural persons who are engaged in an 
economic activity in their own right (Council Regulation (EEC) No 696/93). 
The United Kingdom, Germany and France have the highest number of legal units in the EGR. 
Eurostat intends to expand the coverage to 10 000 groups next year and to have a complete picture 
of all multinational groups which are relevant in the European context by 2013. 

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retailers (as opposed to 21 % in 2008) conducted cross-border transactions in the form of 
e-commerce within the EU47.  

Cross-border access to business information is also of relevance to citizens, in particular 
in  their  role  as  consumers:  The  Commission’s  2009  report  on  e-commerce  pointed  out 
that,  in  2008,  33 %  of  individuals  in  the  EU  ordered  online,  whereas  cross-border 
shopping reached only 7 %48. Among other reasons, consumers underlined the difficulty 
of establishing whether a seller (usually a company) in another country is trustworthy or 
not, mainly due to insufficient information and language problems49.  

3.3. 

The existing cooperation mechanism between business registers 

Since 1992, a voluntary cooperation mechanism between the business registers in Europe 
has been in existence. Today the European Business Register (EBR)50 combines official 
business  registers  from  19  Member  States  and  six  other  European  jurisdictions51  (see 
Annex  9).  The  EBR  is  a  network  of  business  registers  whose  objective  is  ‘to  offer 
reliable  information  on  companies  all  over  Europe’.  Citizens,  businesses  and  public 
authorities may subscribe to the services of the EBR at the business register in their own 
country.  Subscribers  are  able  to  search  for  a  company  name  or,  in  some  cases,  for  the 
name  of  an  individual,  across  all  the  registers  which  are  members  of  the  EBR  by 
submitting  a  single  query  in  their  own  language.  The  result  of  the  search  is  made 
available in the form of a specific set of company information in the same language as 
the query. Currently, the interface is translated into 14 languages (the official languages 
of the countries which are members of the EBR)52.  

Whilst the informal nature of the cooperation in the context of the EBR has contributed 
to its flexibility, it has also posed significant challenges to its expansion, financing and 
governance.  Progress  on  extending  the  EBR  network  is  very  slow.  The  cooperation 
started  in  1992,  but  eight  EU  Member  States  have  still  not  joined  the  network53. 
Nevertheless,  interest  in  joining  the  EBR  has  grown  significantly  during  the  last  few 
years.  Some  business  registers  face  internal  difficulties  in  relation  to  joining  the  EBR 
(resources, political decisions, legal constraints, etc.). Once the decision is taken, it takes, 
on average, five person-months to integrate a new member, although in the most recent 
cases 2.5 person-months were sufficient54. 

46  

47  

48  
49  
50  
51  

52  
53 
54  

‘Business attitudes towards cross-border sales and consumer protection’, November 2009, Flash 
Eurobarometer, http://ec.europa.eu/public_opinion/flash/fl_278_en.pdf. 
Around 5 % of retailers sold products and services in just one additional country, 6 % claimed two 
or three other countries, while 14 % were selling in at least four other EU countries. 
Commission staff working document SEC(2009) 283 final. 
The current scale of domestic and cross-border purchases via the internet is shown in Annex 8. 
http://www.ebr.org/. 
Austria,  Belgium,  the  Czech  Republic,  Denmark,  Estonia,  Finland,  France,  Germany,  Greece, 
Ireland, Italy, Latvia, Lithuania, Luxembourg, the Netherlands, Slovenia, Spain, Sweden and the 
UK  plus  Guernsey,  Jersey,  the  former  Yugoslav  Republic  of  Macedonia,  Norway,  Serbia  and 
Ukraine.  The  history  of  the  EBR  is  described  in  detail  in  the  progress  report  on  the 
interconnection of business registers, SEC(2009) 1492, page 8. 
See: http://www.ebr.org/section/5/index.html. 
Bulgaria, Cyprus, Hungary, Malta, Poland, Portugal, Romania and Slovakia. 
UK,  Jersey  and  Guernsey.  The  time  required  depends  on  the  flexibility  and  adaptability  of  the 
existing platform for data exchange in the relevant business register. 

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Participation in the EBR network is voluntary for the business registers and is carried out 
on  a  contractual  basis  (‘information-sharing  agreement’  —  ISA).  The  EBR  has  also 
adopted the form of a European economic interest grouping (EEIG)55, that is a not-for-
profit legal body formed under private law. Only 13 of the 25 participants are members 
of  the  EBR  EEIG,  due  to  national  legal  constraints56.  This  dual  legal  structure57  makes 
management  of  the  EBR  complex.  It  also  raises  concerns  about  governance,  since  the 
EBR  EEIG  is  managed  by  a  board  on  which  the  majority  of  members  represent  the 
members  of  the  EEIG,  while  the  others  represent  members  who  are  parties  to  the  ISA 
only.  The  EBR  is  not  limited  to  EU  Member  States,  but  welcomes  applications  from 
other countries as well. In these countries, with the exception of Norway, the minimum 
standards set by European legislation do not apply.  

The  network  is  mainly  financed  by  the  fees  paid  by  its  members:  the  joining  fee  is 
currently  set  at  EUR  15 000  (to  cover  the  up-front  costs)  and  the  annual  fee  at 
EUR 12 000,  EUR  15 000  or  EUR  18 000  (depending  on  national  GDP)  for  use  of  the 
EBR  software  and  ongoing  support  services.  On  the  one  hand,  the  EBR  claims  that  it 
does not have sufficient funding to employ the staff necessary for faster expansion of the 
network,  while  on  the  other  business  registers,  in  particular  those  financed  from  the 
public purse, report difficulties with finding the funds to join the network and to pay the 
annual  fee.  Users  of  the  services  pay  a  small  sum  to  the  registers  concerned  for  the 
information requested. Basic searches are usually free of charge. 

Within the EBR the members give each other access to the data stored in their business 
registers. They are under no obligation, however, to become distributors of company data 
from other countries. In some countries (e.g. in the United Kingdom and Ireland) the law 
prevents  the  registers  from  selling  business  information  originating  from  other  states. 
Currently,  only  14  members  of  the  EBR  distribute  data  from  other  countries  in  their 
Member  State.  EBR  users  have  access  to  a  predefined  set  of  information  in  a 
standardised  form.  Many  countries  provide  additional  access  to  some  company 
documents.  For  example,  business  registers  in  13  countries  give  access  to  annual 
accounts via the EBR. See Annex 10 for further details.  

Between  2006  and  2009,  the  EBR  took  part  in  a  research  project  called  BRITE58, 
financed  under  the  Sixth  Framework  Programme59.  The  objective  was  to  develop  a 
technological  platform  to  ensure  the  interoperability  of  business  registers  throughout 
Europe. In particular, the project created specific technological solutions to enhance the 
quality  of  exchanges  of  information  on  cross-border  transfers  of  registered  office  and 

55 

56  

57  
58 
59 

Council  Regulation  (EEC)  No  2137/85  of  25  July  1985  on  the  European  Economic  Interest 
Grouping  (EEIG)  (OJ  L  199,  31.7.1985,  p.  1).  The  EEIG  is  a  legal  body  set  up  to  facilitate  or 
develop  the  economic  activities  of  its  members  and  to  improve  or  increase  the  results  of  those 
activities. Its purpose is not to make profits for itself. Its activity must be related to the economic 
activities of its members and may not be more than ancillary to those activities (Article 3). 
Business  registers  are  often  units  of  courts  or  ministries  that  are  not  authorised  to  become 
members of private-law bodies, such as an EEIG, where their liability is unlimited. 
A legal solution that combines a civil law contract with a European legal form. 
For further details, see: http://www.briteproject.eu/project-overview/partners. 
http://ec.europa.eu/research/fp6/index_en.cfm. 

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mergers and on foreign branch disclosure. It also developed a single company identifier, 
known as the ‘Registered Entity Identifier’ (REID)60. 

In  the  course  of  the  research  project,  some  solutions  (the  directory  of  registers,  central 
name  index  and  common  procedures  for  transfers  of  registered  office  and  cross-border 
mergers)  were  implemented  in  a  few  countries  to  test  them  in  operation.  The  Branch 
Disclosure  Service  is  currently  in  use  only  between  the  UK,  Ireland,  Sweden,  Norway 
and Germany. However, following development of the services in the BRITE project, no 
decision was taken about their future use and whether the results of the research could be 
applied  in  practice  by  all  business  registers  in  the  EU.  The  technological  solutions  are 
ready to be implemented, but as yet no solution has been found to regulate maintenance 
of and responsibility for running the services. The BRITE consortium considered that the 
EBR  is  an  organisation  that  could  potentially  maintain  the  services  developed  in  the 
course of the project.  

To  conclude,  the  EBR  provides  a  good  basis  for  cross-border  cooperation  between 
business registers. It offers significant coverage in the Member States and has technology 
developed for the purposes of business registers. But, despite its potential, in 2009 only 
330 000 searches were carried out. On the one hand, the number of requests is increasing. 
On  the  other,  the  current  cooperation  mechanism  is  still  not  satisfactory  for  potential 
users. This is due to a combination of factors: the limited number of countries which are 
members of the EBR, the different levels of service and sets of information, the lack of a 
single  access  point,  the  lack  of  commitment,  on  the  part  of  members,  to  the  EBR  and 
insufficient funding. Consequently, in its present form, the EBR cannot be considered a 
viable  instrument  to  break  down  all  barriers  to  cross-border  cooperation  between 
business registers. 

3.4. 

The Internal Market Information System (IMI) 

IMI  is  an  electronic  tool  designed  to  support  day-to-day  cooperation  between  public 
administrations  by  making  electronic  exchanges  of  information  between  competent 
authorities possible. It helps to identify partners in other Member States and supports all 
official  EU  languages61.  IMI  was  developed  to  support  application  of  the  Services 
Directive62  and  is  also  used  to  facilitate  cross-border  cooperation  between  public 
authorities on application of the Professional Qualifications Directive63. However, it has 
the  potential  to  be  deployed  for  enforcement  of  other  directives,  including  for 
cooperation between business registers (see chapter 8).  

IMI  is  fully  developed  and  in  use  in  every  Member  State.  Currently,  more  than  5 600 
competent  authorities  are  registered  in  IMI  for  the  purpose  of  exchanging  information 
relating  to  the  Professional  Qualifications  or  the  Services  Directive.  Sixteen  of  the  30 

60  
61  
62  

63  

The BRITE project is described in the progress report on the interconnection of business registers. 
IMI is described in detail in the progress report on the interconnection of business registers. 
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). 
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). 

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members of the EEA have registered their authorities responsible for business registers in 
IMI64. 

IMI works on the basis of predefined questions and answers that have been pre-translated 
into  all  official  languages  by  the  European  Commission  translation  service,  thus 
providing  reliable  and  legally  valid  language  support.  In  addition  to  the  structured 
questions,  it  is  possible  to  include  free  text  and  to  attach  images  or  documents.  IMI, 
however, requires manual data exchange and is suitable for only low-volume electronic 
communication. 

3.5. 

The e-Justice project 

The  objective  of  e-Justice  is  to  help  to  administer  justice  more  effectively  throughout 
Europe by using ICT solutions for the benefit of citizens65. It is an initial response to the 
need  to  improve  access  to  justice,  cooperation  between  legal  authorities  and  the 
effectiveness  of  the  justice  system.  Use  of  such  technologies  would  help  to  streamline 
and simplify judicial procedures, shorten the time they take and cut costs. The European 
e-Justice portal is intended to become the main gateway for access to legal information, 
legal and administrative institutions, registers, databases and other services with a view 
to  speeding  up  the  daily  tasks  of  citizens,  legal  experts,  the  judiciary,  employees  and 
other professionals and entities. The first version of the e-Justice portal came on-line on 
16 July 2010. The European e-Justice Action Plan for 2009-201366 gives details of how 
the  e-Justice  portal  would  deal  with  integration  of  the  EBR:  In  the  first  phase,  the  e-
Justice portal would provide a link to the EBR and to all national business registers. In 
the  second,  consideration  would  be  given  to  the  possibility  of  partial  integration  of  the 
EBR  into  the  portal  itself.  Consequently,  in  order  to  avoid  overlaps  between  the  two 
projects, this impact assessment will not address the issue of a single access point to the 
network of business registers. The e-Justice portal will provide a solution to this point. 

4. 

PROBLEM DEFINITION 

The problems related  to the interconnection of business registers can  be grouped under 
three different headings: lack of up-to-date information in the business register of foreign 
branches,  difficulties  with  cooperation  on  procedures  for  cross-border  mergers  and 
transfers  of  registered  office  and  difficulties  with  cross-border  access  to  business 
information. These problems are discussed in detail below. Each problem has at least one 
major impact on the business environment in the single market. These are not all, or not 
all equally, relevant to each problem. In some cases there are, however, strong synergies 

64 

65 

66 

Other register owners or managers could be considered partly registered, in that they are managed 
by or form part of an authority such as a ministry which is registered in IMI. In Germany, where 
the local courts maintain business registers, 70 out of 130 of them are registered in IMI. In order 
to facilitate application of Article 27 of the Services Directive, a directory of registers has already 
been made available via IMI. This directory includes all registers, including all business registers, 
accessible  to  public  authorities,  in  which  service  providers  may  be  entered.  It  provides 
information  about  the  content  and  access  conditions  of  each  register,  the  register  owner  and 
contact details and the web-links, if accessible via the internet. 
See also Communication from the Commission to the Council, the European Parliament and the 
European  Economic  and  Social  Committee  ‘Towards  a  European  e-Justice  Strategy’, 
(COM(2008) 329 final). 
Council Multi-Annual European e-Justice Action Plan 2009-1013 (2009/C 75/01). 

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between them. Therefore, at the end of each section, a concluding subsection will explain 
the main impact of the specific problem. 

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4.1. 

Problem  1:  Lack  of  up-to-date  information  in  the  business  register  of 
foreign branches  

The eleventh CLD requires companies to disclose particulars and documents when they 
open a branch in another Member State. Branches are not independent legal persons; the 
company they belong to is responsible for their debts and other obligations. 

4.1.1. 

Insufficient up-to-date information in the register of the foreign branch 

Business information has to be disclosed in the language of the country where the branch 
is  registered  in  order  to  improve  transparency  and  to  inform  third  parties.  Provision  of 
this  information  is  a  prerequisite  for  registration  of  the  branch.  The  procedures  for 
registration of the branches of foreign companies are governed by national law.  

Member States impose an obligation on companies to keep the information in the register 
of the branch up to date. Companies, however, often fail to do so. Business registers have 
the power to impose and enforce financial or other sanctions if companies fail to comply 
with  the  obligation  to  update  the  information.  They  can  launch  procedures  against 
companies ex officio or in response to complaints. 

In  practice,  however,  the  business  register  of  the  branch  is  not  in  a  position 
systematically  to  monitor  regular  updating  of  the  information  on  individual  businesses. 
The register has no information about any changes in the registered data on the foreign 
company  (including  its  removal  from  the  register)  unless  the  company  provides  this 
information  or  a  complaint  is  received  from  third  parties.  As  there  is  no  systematic  or 
effective means of enforcement, a significant proportion of companies do not comply. 

This  omission  has  critical  consequences  for  protection  of  consumers  and  business 
partners, in particular when the register of the branch is not notified about the dissolution 
or  insolvency  of  the  company.  Consequently,  the  register  provides  misleading 
information to the market. The speed of updates is, therefore, a key quality problem. 

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Today,  over  112 000  branches  registered  in  EEA  countries  belong  to  companies 
registered in other countries67. As regards frequency of registration, in 2009 a total of 169 
branches  of  foreign  companies  were  registered  in  Poland,  4 119  in  Norway,  130  in 
Hungary and 474 in the United Kingdom. Further figures can be found in Annex 11.  

Some countries have started to explore the number of registered branches which do not 
belong to any existing foreign company68, e.g. due to the dissolution of the company. The 
table69 below shows that approximately 15 % of the branches have no existing company 
behind them, which  is a good  indication  of  the extent of the discrepancies between the 
content of the relevant registers across the EU.  

Country 

Branches checked 

Number (percentage) of deleted foreign companies 

Norway 

Sweden 

Germany (North Rhine-Westphalia) 

12 152 

204 

3 757 

1 946 (16 %) 

27 (13.2 %) 

646 (17.3 %) 

Extrapolating the figures on the basis of the total number of foreign branches in Europe 
points  to  the  conclusion  that  potentially  16 800  registered  foreign  branches  no  longer 
belong to existing companies in the EEA. 

In  the  course  of  the  public  consultation  on  the  interconnection  of  business  registers, 
nearly  all  the  respondents  recognised  the  need  for  an  automated  notification  system 
between the register of the company and the register of its foreign branch. Many were in 
favour  of  establishing  a  firm  legal  basis  for  data  exchanges.  The  Council  and  the 
European Parliament were also in favour of this proposal. 

As explained in section 3.3, the BRITE project developed an automated solution to track 
major changes in the register of the company (dissolution, etc.) and to send a notification 
to the register of the foreign branch about the change. However, the Branch Disclosure 
Service has only been implemented between the UK, Ireland, Sweden and Norway and, 
separately, between the UK and Germany. On the other hand, as explained in section 3.4, 
IMI has not yet been extended to enforcement of the Company Law Directives, but does 
have the potential for transmitting the relevant information on a case-by-case basis. 

4.1.2. 

Impact of the lack of up-to-date information 

Riskier business environment and less legal certainty: Lack of up-to-date information in 
the  business  register  of  a  foreign  branch  makes  the  business  environment  riskier  for 
consumers  and  creditors,  because  the  information  in  the  register  of  the  branch  is 
misleading.  As  explained  in  section  3.1,  the  law  of  most  Member  States  stipulates  that 
third parties must be able to rely on the content of the register. But in 15 % of the cases 
examined, the foreign company no longer existed. There are no figures on other possible 
types of discrepancies (e.g. changes in the company’s representatives). Consequently, the 
lack of credibility of the registered data is adversely affecting the interests and the legal 

67  
68  
69 

See Annex 10 for detailed figures. 
The companies were incorporated in the UK. 
Figures provided by the EBR. 

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security of creditors and consumers who are in contact with the branch. The lack of direct 
communication  between  business  registers  also  slows  down  cross-border  operations. 
Longer delays in communication result in less legal certainty for third parties using the 
information in the register of the branch and reduce the credibility of the content of the 
register. 
Administrative burden on companies70: Member States place the burden of updating the 
content  of  the  business  register  of  the  foreign  branch  on  companies.  Subsection  4.1.1 
illustrates  that  this  solution  lacks  efficiency  and  there  seem  to  be  deficiencies  in 
enforcing  it.  According  to  a  study  on  administrative  burdens  in  the  area  of  company 
law71, the total savings could add up to EUR 69 million, if such updating were carried out 
as part of the cross-border cooperation between business registers. 

The  study  assumes  that  the  main  administrative  burdens  related  to  cross-border 
obligations  stem  from  the  need  to  deliver  applications,  accounts  and  reports  in  the 
required  formats  and  to  follow  the  procedures  required  in  the  country  in  which  the 
branches  and  subsidiaries  are  established.  In  the  calculations,  the  cost  of  disclosure  of 
accounting documents of the company of the branch was estimated at EUR 304 million a 
year  and  disclosure  of  information  on  the  address,  activities,  trade  register,  name  and 
legal form of the branch was estimated at EUR 43 million in administrative costs alone. 
Hence,  improving  interoperability  between  countries  within  these  areas  will  create  the 
possibility  of  reducing  not  only  these  administrative  costs  but  also  waiting  time  and 
irritation72.  The  total  administrative  burden  imposed  by  these  two  sets  of  information 
obligations adds up to EUR 347 million. 

Adding the assumption that, based on the results of the BRITE project, the obstacles to 
complying  with  information  obligations  in  cross-border  activities  will  be  removed,  the 
authors of the study concluded that a reduction of EUR 69 million in the cost and burden 
related to these information obligations might be possible73. This is an annual reduction. 
The contractors pointed out that the figure was ‘based on a high-level expert assumption, 
which was made during the project’74. 

70  

71 

72  
73  
74  

Note  that  the  ‘Final  Report  for  Priority  Area  Annual  Accounts/Company  Law,  EU  Project  on 
Baseline  Measurement  and  Reduction  of  Administrative  Costs’  envisages  significant  potential 
savings  in  relation  to  the  translation  obligations  for  foreign  branch  disclosure.  This  issue  is, 
however,  already  covered  by  the  Commission’s  proposal  for  a  Directive  of  the  European 
Parliament  and  of  the  Council  amending  Council  Directives  68/151/EEC  and  89/666/EEC  as 
regards  publication  and  translation  obligations  of  certain  types  of  companies  (COM(2008)  194 
final) and therefore falls outside the scope of this proposal. 
Cf.  Cap  Gemini,  Deloitte,  Ramboll  Management:  ‘Final  Report  for  Priority  Area  Annual 
Accounts/Company Law, EU Project on Baseline Measurement and Reduction of Administrative 
Costs, p. 165, 
http://ec.europa.eu/enterprise/policies/better-regulation/files/abst09_companylaw_en.pdf . 
See report mentioned in footnote 71, p. 157. 
See report mentioned in footnote 71, p. 165. 
Based  on  the  foregoing,  it  is  not  feasible  to  provide  a  detailed  description  of  the  individual 
components of the reduction in the administrative burden, following the template recommended in 
the Annex to the IA Guidelines (p. 57). 

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4.2. 

Problem  2:  Difficulties  with  cooperation  between  business  registers  on 
procedures for cross-border mergers and transfers of registered office  

As  explained  in  section  3.2,  cross-border  cooperation  between  business  registers  is 
required  explicitly  by  a  number  of  European  legal  instruments.  In  particular,  after 
registration of a cross-border merger or of a transfer of registered office, the new register 
is  required  to  send  a  notification  to  the  old  register  so  that  it  can  delete  the  earlier 
registration.  Communication  between  business  registers  on  procedures  for  both  cross-
border mergers and transfers of registered office can be discussed in the same section as 
they raise identical problems. 

4.2.1.  Cooperation on cross-border procedures 

Cross-border  mergers75  are  currently  not  numerous.  In  relation  to  application  of  the 
Cross-Border  Mergers  Directive,  for  example,  the  United  Kingdom  reported  four 
inbound and four outbound mergers in 2008. In 2009, one inbound and eight outbound 
mergers  took  place  and  so  far  in  2010  there  have  been  six  and  seven  respectively.  In 
Estonia the figures are three inbound and one outbound  in  2008,  four and five in  2009 
and  one  and  none  so  far  in  2010.  Currently,  the  highest  figures  have  been  reported  by 
Luxembourg with nine inbound and five outbound mergers in 2008, 22 and 24 in 2009 
and 14 and five so far in 201076.  

Two reasons can be identified for the current low number of operations: First, application 
of  the  Cross-Border  Mergers  Directive  is  not  mandatory  for  companies,  but  optional. 
Second, the deadline for implementation of the Directive expired on 15 December 2007, 
but a number of Member States implemented it almost two years late. The overall figures 
show some increase in the number of operations but, after only two and a half years of 
application, no meaningful conclusions can be drawn yet77.  

Moreover,  up  until  1  April  2009,  46  SEs  were  set  up  by  cross-border  mergers.  As  for 
transfers  of  registered  office,  there  have  50  altogether  by  SEs  (for  further  details,  see 
Annex 13). Note that the total number of SEs in Europe was 595 on 25 June 201078. No 
figures  are  available  on  the  number  of  national  companies  that  have  transferred  their 
registered office in accordance with ECJ case law or national legislation.  

Finally, although only a few cross-border transfers of registered office by SEs have been 
registered so far (approximately 50), the length of time taken to remove the SE from its 
old  register  seems  to  vary  widely.  For  example,  in  2008  it  took  only  seven  days  to 
remove a new Cypriot SE from its former register (Denmark), whereas in 2009 removal 
of a Luxembourgish SE from its former register (Denmark) took nearly two months. 

75  

76  

77  
78 

‘Merger’  means  an  operation  where  one  or  more  companies,  on  being  dissolved  without 
liquidation,  transfer  all  their  assets  and  liabilities  to  another  existing  company  or  to  a  company 
that  they  form  in  exchange  for  issuing  shares  in  the  other  company  to  their  members  (plus, 
possibly, a cash payment). 
Most Member States were unable to provide data on the annual number of cross-border mergers. 
Consequently, no relevant EU-wide data are available on this matter. 
A review of application of the Directive is scheduled in 2012. 
There are about 17 SCEs in Europe and no transfer of registered office has taken place yet. There 
are no known cases of setting up SCEs by cross-border mergers. 

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The Cross-Border Mergers Directive requires the register registering the merger to notify 
the  former  register  so  that  it  can  consequently  strike  off  the  relevant  company  from  its 
own  database.  The  SE  and  SCE  Regulations  contain  similar  provisions  on  transfers  of 
registered  office,  but  there  is  no  notification  requirement  when  an  SE  or  an  SCE  is 
created  by  a  cross-border  merger.  In  this  case,  the  merging  companies  are  required  to 
notify  the  former  register  of  the  event.  The  objective  of  the  provisions  on  direct 
notification between business registers is to speed up registration procedures and increase 
legal certainty. But they are not being applied efficiently, as they give no guidance on the 
technical details, such as translation requirements or the method and form of notification.  

In  practice,  such  notifications  are  usually  transmitted  by  normal  mail  in  the  official 
language of the country of the issuing authority or by e-mail if there are informal contacts 
between  business  registers  (e.g.  Finland).  The  format  varies  and  the  language  is  not 
necessarily understood by the other competent register, which could have an impact on 
legal certainty and, if an official translation is requested, on the length of the procedure. 
Due  to  the  low  number  of  procedures,  business  registers  are  still  able  to  process  the 
notifications  manually.  But  they  expect  more  difficulties  if  the  number  of  cross-border 
operations  increases.  This  is  only  to  be  expected  as  the  number  of  SEs  grows.  The 
number of SEs increased exponentially from 2004 to 2008. In 2009, fewer new SEs were 
created than in 2008, but in 2010 an increase in the number of new SEs can be observed 
once again. Nine new SEs were set up in 2004, 16 in 2005, 35 in 2006, 88 in 2007, 179 
in 2008, 156 in 2009 and 112 up to 25 June 2010. Around 13 % of all SEs have been set 
up by a cross-border merger. The number of cross-border transfers of registered office by 
SEs increased from one in 2005 and 2006 to nine in 2007, fifteen in 2008 and twenty in 
2009.  Accordingly,  there  is  a  positive  correlation  between  the  number  of  SEs  and  the 
number of cross-border transfers of registered office. 

In the course of the public consultation on the Commission’s Green Paper, considerable 
support  was  voiced  for  improving  the  situation.  The  Council  and  the  European 
Parliament also suggested making progress in this area. As mentioned in section 3.3, the 
BRITE  project  developed  automated  solutions  to  send  notifications  in  procedures  for 
cross-border mergers and transfers of registered office. The procedures have been tested 
in  practice,  but  are  not  currently  applied  in  any  Member  State.  As  explained  in 
section 3.4,  IMI  has  not  yet  been  extended  to  enforcement  of  the  Company  Law 
Directives,  but  the  system  could  transmit  the  relevant  information  on  a  case-by-case 
basis. 

4.2.2. 

Impact of difficulties with cooperation 

Less  legal  certainty:  After  a  cross-border  merger  or  transfer  of  registered  office  is 
registered by the business register of the country of destination, the company appears to 
exist in both Member States until it is removed from  its former register. Consequently, 
creditors  and  other  third  parties  may  be  misled  by  the  content  of  the  register.  Such  a 
transition period is unavoidable, but the lack of direct communication in some cases or 
correspondence by normal mail and the possible need for an official translation in others 
prolong this period of legal uncertainty beyond the absolutely necessary. 

Administrative  burden  on  companies:  Cross-border  procedures  are  carried  out  more 
slowly than they would be if there were direct and efficient communication between the 

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business registers, to the detriment of the companies concerned. In cases where business 
registers  do  not  currently  communicate  directly,  the  companies  will  still  need  to  notify 
the  former  register  themselves.  Estimates  suggest  that  this  costs  between  EUR  8  and 
EUR  1 200  each  time,  out  of  which  around  75 %  are  considered  to  be  due  to 
administrative  burdens79.  In  cases  where  the  former  register  is  notified  by  the  new 
register,  the  lack  of  agreement  on  and  standardisation  of  the  technical  details  of  the 
notification result in more time being spent on the registration on the part of the registers. 
The exact figure will depend on the extent of uncertainties in each individual case and the 
need for clarifications and translations. 

4.3. 

Problem 3: Difficulties with cross-border access to business information 

Companies  that  carry  out  cross-border  business  either  set  up  branches,  subsidiaries  or 
offices  in  other  Member  States80  or  they  sell  goods  or  provide  services  across  borders 
without  any  establishment  in  the  receiving  Member  State.  In  either  case,  they  establish 
business ties with other companies, such as suppliers, banks and other creditors, and with 
consumers.  Section  3.2  gives  an  idea  of  the  scale  of  cross-border  business  in  Europe. 
While  business  information  on  companies  is  easily  available  in  the  country  where  they 
are  registered,  access  to  the  same  information  from  another  Member  State  could  be 
hindered  by  technical  or  language  barriers.  The  subsections  below  analyse  the  specific 
problems that arise in this context. 

4.3.1.  Diversity of languages, search conditions and structures 

Since 1 January 2007, the electronic business registers introduced by the amendment to 
the first CLD  have  significantly facilitated  online access  to  information.  But, without a 
subscription to the EBR services, citizens and businesses still have to search in at least 27 
registers81  in  order  to  piece  together  the  relevant  business  information  on  companies. 
They have to deal with different languages, search conditions and structures. As regards 
languages,  electronic  access  to  a  number  of  business  registers  is  only  available  in  the 
official  language(s)  of  the  relevant  Member  State.  Two  thirds  of  the  Member  States 
provide  access  in  English  only  or  in  addition  to  their  official  language  (e.g.  Sweden, 
Estonia,  Slovakia,  Romania  and  Portugal).  The  best  example  of  multilingual  access  is 
Germany  where  support  is  available  in  German,  English,  French,  Italian  and  Spanish. 
Most business registers are unable to determine where requests for business information 
originate from (see section 3.2).  

The differences in online access to business information are very clear. For example, the 
Czech  Republic  and  Belgium  allow  free  online  access  to  all  company  information, 

79 

80  

81  

According  to  the  Centre  for  European  Policy  Studies  (CEPS),  the  costs  per  occurrence  of 
publishing details  of  the  completion  of  a merger  setting  up  an  SE  are  only  around  EUR  8  (see: 
http://ec.europa.eu/enterprise/policies/better-regulation/files/abst09_ceps_extension_en.pdf 
(p. 38)). However, according to a consortium of Deloitte, Cap Gemini and Ramboll, the average 
cost in the EU per occurrence of disclosing completion of a national merger and of a division are 
EUR 1 239  and  EUR  1 008  respectively  (see:  http://ec.europa.eu/enterprise/policies/better-
regulation/files/abst09_cl_data_annex_en.pdf (pp. 71 and 86). 
‘Subsidiaries’ are autonomous companies that have legal personality. Branches and offices are not 
independent legal persons: their existence depends on the status of the company they belong to. 
In  countries  without  a  centralised  business  register  (e.g.  Germany),  a  single  access  point  is 
established to provide on-line access. 

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whereas the United Kingdom and Estonia allow free online access only to basic company 
data; some of the documents have to be paid for. In Austria and Ireland a fee is charged 
for responding to any request for information. Accordingly, there are different kinds of 
registration and subscription requirements and related payments of fees for the different 
business  registers.  The  EBR  can  currently  facilitate  searches  through  25  business 
registers, including the databases of 19 Member States. The advantages and drawbacks of 
this  service  are  described  in  section  3.3.  The  relatively  low  use  made  of  the  services 
suggests that, even after 18 years of development, they are not yet satisfactory for users 
of  business  information.  The  technology  used  by  IMI  would  not  allow  such  a  high-
volume information exchange, since it was developed for communications between one 
public authority and another. 

To  summarise,  despite  the  existence  of  the  EBR  network,  searching  for  business 
information in all 27 Member States implies significant time and costs and could even be 
ruled  out  by  language  barriers.  Consequently,  in  the  cross-border  context,  business 
registers can only partially fulfil their role of providing official business information to 
consumers,  creditors  and  other  business  partners  throughout  the  EU.  As  a  result, 
transparency and legal security cannot fulfil their full potential. Citizens and businesses 
have  to  overcome  significant  obstacles  in  order  to  obtain  sufficient  information  on 
businesses for commercial purposes or to gain access to justice.  

4.3.2.  Lack of a single access point 

User-friendly  access  to  information  is  one  essential  aspect  of  transparency.  As  regards 
the  business  registers  of  the  Member  States,  a  single  electronic  access  point  has  been 
established in every country. European business information can, therefore, be accessed 
via 27 access points. EBR users may subscribe to its services with the business register in 
their own country. Access to the services depends on the national requirements. There is 
no single access point to the services (e.g. a common portal). The EBR is not sufficiently 
user-friendly  and  does  not  provide  easy  access  to  the  network.  As  explained  in 
section 3.5, this question is being dealt with in the e-Justice portal project and is therefore 
excluded from this impact assessment. 

4.3.3.  Lack of a single company identifier 

Member  States  use  different  numbering  systems.  This  situation  sometimes  creates 
problems  when  it  comes  to  identifying  companies  even  within  the  same  country.  For 
example, Germany, where companies are numbered differently in the individual Länder, 
had  to  introduce  a  second  numbering  system  in  order  to  enable  centralised  searches  by 
electronic means. Identification of companies at European level is even more difficult, as 
in  this  case  more  than  27  company  identification  systems  have  to  interact.  Companies 
involved in cross-border mergers or transfers of registered office are given new numbers 
with  their  new  registration.  Information  in  the  register  of  a  branch  about  its  foreign 
company can easily become out of date if the identifier of the foreign company changes.  

The absence of a single identification number also has a negative impact on collection of 
statistics.  For  example,  the  sources  for  the  EuroGroups  Register  Project  (EGR)82 

82http://epp.eurostat.ec.europa.eu/portal/page/portal/european_business/special_topics/eurogroups_register: 
Eurostat  and  the  European  statistical  registers  have  created  a  network  with  the  objective  of 

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provided changes in identifying variables after just one year in 10 to 15 % of all cases. As 
information  on  such  changes  is  not  available  from  every  source  at  the  same  time,  it  is 
complex to identify legal entities uniquely over time. A single company identifier (REID) 
was developed in the BRITE project (see section 3.3) but it is not used within the EBR 
for lack of any legal requirement and/or decision by the members. 

4.3.4.  Differences in the quality of the data disclosed in the business register 

The  uneven  quality  of  data  in  the  business  registers  of  the  27  Member  States  creates 
problems  for  users  of  business  information  (in  particular,  companies  and  professional 
advisers).  A  large  proportion  of  the  respondents  to  the  public  consultation  expressed 
concern  about  the  uneven  quality  of  the  data  in  the  business  registers  of  the  Member 
States.  They  stressed  that  interconnection  of  business  registers  would  only  have  real 
added  value  if  all  the  information  transmitted  through  the  network,  regardless  of  its 
country  of  origin,  were  updated,  reliable,  standardised  and  available  in  the  relevant 
language across the Member States.  

There  are  three  key  components  of  high-quality  business  information:  standardised 
content, accuracy (including regular updates) and reliability. These requirements have to 
be  ensured  at  the  time  of  registration  and  of  cross-border  transmission  of  business 
information through the network of registers.  

As  regards  business  registration,  the  first  CLD  harmonises  most  of  these  requirements: 
Article  2  ensures  standardised  content  by  laying  down  a  minimum  set  of  data  and 
documents  that  every  limited  liability  company  has  to  submit  to  the  relevant  business 
register. As regards accuracy, Article 11 stipulates that in Member States whose laws do 
not  provide  for  preventive  legal  control  of  the  documents  and  data  submitted  by 
companies to the register, the relevant documents have to be drawn up and certified ‘in 
due legal form’. 

One aspect of high-quality (accurate) business information is missing from the first CLD: 
the requirement for regular updates, i.e. to update the business information in a relatively 
short  time  (e.g.  15  days)  after  any  change  or  event.  There  are  significant  differences 
between  the  Member  States  in  this  respect.  In  Poland,  for  example,  changes  to  the 
registered  items  (e.g.  appointment  of  a  director)  have  to  be  notified  within  seven  days 
after the event. In Finland or the Czech Republic, most changes have to be notified to the 
register  ‘without  undue  delay’,  while  in  Estonia  there  is  no  specific  deadline  for 
submission  (although  there  are  ex-post  sanctions).  In  Austria,  changes  have  to  be 
submitted immediately. In the United Kingdom and Malta, 14 days are the most common 
deadline  and  in  Belgium  one  month.  Although  efforts  have  been  made  to  speed  up 

providing a complete, accurate, consistent and up-to-date set of linked and coordinated statistical 
registers  of  multinational  enterprise  groups  operating  in  EU  and  EFTA  countries,  together  with 
details of their constituent legal units and enterprises, ownership and control relationships between 
legal units. The lack of a unique company identifier creates a number of problems. In particular, 
linking and matching legal units of cross-border groups has to be based on names and addresses, 
which  is  not  only  costly  but  also  error-prone.  Moreover,  different  national  rules  for  obtaining, 
keeping and losing identifiers make it difficult to follow legal entities over time. 

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business  registration83,  they  have  not  extended  to  shortening  deadlines  for  updating 
business information.  

As  regards  the  reliability  and  legal  force  of  the  information  disclosed,  the  first  CLD 
contains harmonised rules. Article 3 sets out the conditions under which third parties can 
rely  on  the  business  information  disclosed.  These  conditions  apply  in  every  Member 
State and thus protect the interests of third parties. Due to different legal traditions, there 
are  big  differences  between  the  Member  States  when  it  comes  to  implementing  these 
provisions. In some, the register simply states the content of the registered data, whereas 
in  others  the  information  provided  by  a  register  may  be  relied  on  by  third  parties  and 
rebuttable or even non-rebuttable presumptions are attached to it (‘public trust’). By way 
of  example,  ‘public  trust’  is  attached  to  the  registered  data  in  Denmark,  Germany  and 
Austria. There is a mixed system in Estonia, whereas in the United Kingdom and Ireland 
the registered data have no such public character, although there are circumstances where 
conclusive  certificates  of  registration  are  provided  (e.g. 
incorporation  and  re-
registration). Such differences could have a fundamental impact on the liability of third 
parties who rely on the disclosed information in their commercial transactions. But there 
is  no  credible  information  for  users  of  the  data  on  their  legal  force  in  the  different 
Member States.  

To conclude, most issues related to data quality are already addressed by EU legislation. 
However,  the  frequency  with  which  business  information  is  updated  is  not  harmonised 
and  there  are  no  provisions  in  EU  law  that  could  ensure  that  the  same  high-quality 
business information is transmitted across borders through the network of registers. 

4.3.5. 

Impact of difficulties with cross-border access 

Riskier  business  environment:  Access  to  reliable  information  on  companies  is  crucial 
both  for  consumers  and  for  existing  or  potential  business  partners.  Registered  business 
data provide information to the market on the name of the authorised representatives of a 
company,  its  capital,  financial  status  and  history,  whether  it  is  involved  in  bankruptcy 
proceedings  or  whether  it  belongs  to  a  group  of  companies.  Business  information 
provides  valuable  data,  for  example  on  legal  procedures  and  ownership  structures.  It 
makes  it  easier  to  assess  the  financial  exposure  or  other  risks  related  to  a  business. 
Access to such information in the local business register is easy, but cross-border access 
is  more  burdensome.  Consequently,  consumers,  creditors  and  other  business  partners 
either  decide  to  invest  more  time  and  money  in  searching  for  information  on  a  foreign 
company  or  are  exposed  to  a  higher  business  risk  than  when  doing  business  with  a 
locally  registered  company.  The  problem  of  this  uneven  level  of  transparency  is 
particularly acute in business-to-business (B2B) and business-to-consumer (B2C) online 
transactions. 

Less  legal  certainty:  Access  to  business  information  is  also  highly  relevant  for  public 
authorities  in  other  Member  States  in  administrative,  civil  and  criminal  procedures. 
Business registers provide a secure means to gather information on companies and thus 
identify  the  parties  involved  in  a  procedure.  Furthermore,  easy  access  to  credible 
business information also has a social impact: it is essential to facilitate access to justice, 

83 http://ec.europa.eu/enterprise/policies/sme/business-environment/start-up-procedures/index_en.htm. 

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in  particular  when  consumers  and  business  partners  are  looking  to  enforce  their  rights 
through  the  court  system.  Business  registers  are  a  way  to  identify  companies  and  their 
representatives clearly, which is essential in order to obtain access to justice. For all the 
reasons  presented  above,  access  to  information  differs  depending  on  the  country  of 
registration  of  the  company,  resulting  in  less  legal  certainty  in  cross-border  situations 
(e.g. in e-commerce). 

4.4. 

The combined impact of problems 1 to 3 

The problems described in the previous sections result in three high-level impacts.  

First,  because  of  the  lack  of  transparency  and  limited  cross-border  access  to  business 
information, confidence in the single market cannot be fully ensured. As long as citizens 
and  businesses  have  to  overcome  barriers  before  they  can  gain  access  to  information 
about their business partners, no significant increase in confidence can be expected. The 
uncertainty about how far they can trust the information from foreign business registers 
adds to this impact. 

Second, unnecessary burdens on companies, lengthy administrative and court procedures 
and a non-transparent business environment reduce the competitiveness of companies in 
the  markets.  The  exercise  on  reduction  of  administrative  burdens  clearly  showed  that 
long, burdensome procedures and unnecessary filing obligations, such as those related to 
foreign branches, have a negative impact on the competitiveness of companies.  

Third, legal uncertainty and slower cross-border procedures also have an impact on other 
administrative  bodies,  in  particular  on  those  fighting  fiscal  fraud  or  money-laundering, 
such as tax or police authorities. Lack of updated and trustworthy business information 
reduces the public administration’s chances of success. 

5. 

BASELINE SCENARIO 

With respect to cooperation in relation to foreign branch registration, without any action 
at EU level, the existing discrepancies between the registers of the company and of the 
foreign  branch  would  remain.  In  the  BRITE  project,  a  technological  solution  was 
developed  to  reduce  the  differences  between  the  content  of  registers.  The  ‘Branch 
Disclosure Service’ (BDS)84 was implemented by the United Kingdom, Ireland, Sweden, 
Norway  and  Germany  on  a  voluntary  basis.  It  is  possible  that  other  countries  might 
decide to make use of this solution of their own accord.  

With respect to the difficulties with cooperation between business registers in procedures 
for cross-border mergers and transfers of registered office, the administrative burdens on 
companies and the extra time spent on registration by the registers will remain.  

With  respect  to  cross-border  access  to  business  information,  if  no  action  is  taken  at 
European  level  the  voluntary  network  of  business  registers  will  continue  to  exist  and 
develop  slowly.  The  experience  built  up  over  the  last  two  decades  shows  that  the 
voluntary  nature  of  the  cooperation  and  the  consequent  low  level  of  commitment  and 

84  

See subsection 3.2.3 of the progress report on the interconnection of business registers. 

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resources make integration of new members a lengthy process. Some countries, for one 
reason  or  another,  may  even  decide  against  taking  part  in  such  cooperation  at  all. 
Consequently,  the  added  value  of  the  network  and  use  of  the  information  retrieved 
through the network would remain limited. The e-Justice portal is expected to provide a 
single access point to each business register and/or the EBR. The portal will make access 
to business registers more user-friendly, but will not replace the network of registers. 

6. 

SUBSIDIARITY 

Nearly  two  decades  of  experience  with  voluntary  cooperation  between  European 
business registers shows that self-regulation is not sufficient to achieve the objectives of 
this proposal. Nor can those objectives be achieved by the Member States, as a common 
set  of  rules  and  conditions  for  cross-border  cooperation  between  the  national  business 
registers  needs  to  be  established.  If  such  provisions  were  determined  at  national  level, 
they could be incompatible with each other and not be suitable to achieve the objectives 
set out in chapter 7. Action at EU level is therefore necessary and justified. 

7. 

OBJECTIVES 

The general objectives of this proposal are to increase confidence in the European single 
market  and  boost  the  competitiveness  of  European  business  and  to  improve  the 
performance  of  public  administration  by  promoting  cooperation  between  business 
registers  in  Europe.  The  specific  objectives  include  ensuring  a  safer  business 
environment  for  consumers,  creditors  and  other  business  partners,  increasing  legal 
certainty, reducing administrative burdens on companies and speeding up procedures for 
cross-border  mergers,  transfers  of  registered  office  and  updating  the  registration  of 
foreign branches. In particular, this proposal aims to: 

•  Ensure that the business register of the company provides up-to-date information on 
the  status  of  the  company  to  the  business  registers  of  its  foreign  branches  all  across 
Europe; 

•  Develop  a  framework  for  cooperation  between  business  registers  in  procedures  for 

cross-border mergers and transfers of registered office; 

•  Facilitate cross-border access to official business information by defining a common 
minimum set of up-to-date company information to be provided through the network 
to third parties in every Member State85.  

8. 

POLICY OPTIONS AND ANALYSIS 

This  chapter  examines  different  policy  options  to  solve  the  problems  presented  in 
chapter 4. The technological solutions to implement them entail different costs. However, 
the  options  proposed  in  the  impact  assessment  report  do  not  impose  the  choice  of  any 
specific ICT solution. That choice belongs to the implementation phase of the project.  

85 

One  of  the  commonly  used  tools  are  the  Structured  Electronic  Documents  (SEDs)  (the  old  E 
forms) applied in electronic exchanges of social security information (EESSI)    
(see: http://ec.europa.eu/social/main.jsp?langId=en&catId=869). 

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29 

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is 

therefore  being  carried  out 

An  ICT  feasibility  study 
in  cooperation  with 
DG Informatics  as  part  of  the  ISA  programme86.  Its  objective  is  to  assess  the  ICT 
implications  of  EU  legislation.  A  pilot  project  is  being  conducted  on  this  proposal  to 
fine-tune the method for assessing the ICT implications. The results of this pilot project 
will  also  be  used  to  help  present  clearly  the  implications,  including  the  costs,  of  the 
different ICT options which can be envisaged.  

The  ICT  implications  of  this  proposal  are,  hence,  only  of  an  indirect  nature,  as  they 
entirely  depend  on  the  support  of  Member  States  in  the  second  phase.  But  in  order  to 
have  a  complete  picture,  a  high-level  analysis  is  necessary  to  identify  the  basic 
differences between the possible ICT solutions, in particular with regard to their costs. It 
is  therefore  not  the  objective  of  this  chapter  to  make  any  choice  of  technological 
solutions at this stage. 

The policy options are discussed and measured against the following pre-defined criteria:  

Effectiveness: The extent to which the measure fulfils the objectives of the proposal. 

Impact on stakeholders (consumers, creditors, etc.)87: Access to business information and 
the  credibility  of  the  information  disclosed  have  a  big  impact  on  market  players.  The 
quality and accessibility of business information are equally important for creditors and 
consumers and to facilitate access to justice. 

Reduction  of  administrative  burdens:  Information  obligations  give  rise  to  internal  and 
external costs for companies. If the company would not incur the same cost without the 
information obligation, these costs are administrative burdens. They prevent companies 
from  using  their  capital  for  purposes  directly  related  to  their  business  and,  therefore, 
reduce their competitiveness. 

Legal certainty: Certainty about the legal status of a company is important both for the 
company  itself  and  for  consumers  and  other  partners  having  business  relations  with  it. 
Other than certainty about the quality of information, reducing the length of time taken to 
put cross-border procedures into effect can also contribute to this objective. 

Flexibility: Business registers in the individual Member States have a variety of database 
structures  and  different  procedures.  They  are  maintained  and  supervised  by  courts, 
ministries or private bodies. Any legal or technical requirement for cooperation needs to 
be tailored to the specific conditions of the relevant register.  

Cost: The costs of the options considered in sections 8.1 to 8.3 will depend on the ICT 
solution  chosen  in  the  implementation  phase.  To  give  a  better  picture  at  this  stage 
already, section 8.1 presents a high-level cost analysis of the different scenarios that can 
be envisaged. 

86  
87  

http://ec.europa.eu/isa/. 
This  criterion  is  not  relevant  to  procedures  for  cross-border  mergers  and  transfers  of  registered 
office. 

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30 

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8.1. 

Cost scenarios 

All  three  scenarios  provide  a  technological  solution  to  all  three  problems  presented  in 
chapter  4:  lack  of  up-to-date  information  in  the  business  register  of  foreign  branches, 
difficulties  with  cooperation  on  procedures  for  cross-border  mergers  and  transfers  of 
registered office and difficulties with cross-border access to business information.  

The costs of each scenario would be the same in options 3 (legislation) and 4 (legislation 
plus  delegated  act).  In  option  2  (recommendations)  the  costs  would  depend  on  the 
decision  taken  by  the  individual  Member  States,  but  if  they  all  decided  to  join  the 
network, the costs would be the same as for options 3 and 4. 

One  important  point  to  highlight  is  that  IMI  is  run  by  the  Commission  which  also, 
therefore, bears the costs of the services provided by this system. Any extension of the 
EBR/BRITE should be financed by the Member States (mainly those which are currently 
not  part  of  the  network)  unless  EU  funds  become  available  for  this  purpose  (as  in  the 
past)88.  

8.1.1. 

Scenario 1: Building on the EBR and the BRITE project 

The EBR is described in detail in section 3.3. Its services and its availability in several 
languages  create  a  good  basis  for  cross-border  access  to  information  and  could  be 
extended  to  other  Member  States.  However,  if  participation  in  the  network  becomes 
mandatory  for  every  Member  State,  they  should  be  given  a  say  in  organisation  of  the 
network and provision of the services.  

The  EBR  uses  the  same  technology  as  the  services  developed  in  the  BRITE  project. 
Therefore,  once  the  EBR  is  implemented,  all  BRITE  services  can  be  used.  These  can 
ensure  communication  between  business  registers  in  procedures  for  foreign  branch 
disclosure  (BDS)  and  for  cross-border  transfers  of  registered  office  and  mergers.  They 
also  developed  the  REID  (see  section  3.3).  Both  the  services  that  facilitate  access  to 
information and those that ensure cooperation between business registers in cross-border 
procedures  are  automated.  Therefore  they  are  able  to  process  a  large  amount  of 
information at the same time, without the intervention of an administrator. 

As  regards  the  cost  of  extending  the  existing  network  to  other  Member  States,  the 
following  costs  have  to  be  calculated:  An  entry  fee  of  EUR  15 000  is  charged  for  new 
members to join the network. The estimated average time to link a new business register 
to  the  network  is  700  person-hours  (5  person-months)89.  This  includes  planning  and 
analysis, 
training,  delivery,  documentation,  management  and 
communication. If these hours are converted into labour costs on the basis of the tariffs 

implementation, 

88  

89  

Despite a number of inquiries, no figures were available from Member States on the costs arising 
in  policy  departments  and  business  registers  in  connection  with  this  proposal,  partly  because 
public administrations do not calculate in-house costs and partly because integration into the EBR 
was/is usually carried out as part of a larger ICT project within which costs cannot be separated. 
The estimated cost of extending the EBR is calculated on the basis of the estimates received from 
some  business  registers  on  the  number  of  person-hours  the  registers  spent  on  developing  a 
‘bridge’ between their ICT system and the EBR. 

EN 

31 

   EN 

 
                                                 
charged by the technicians employed to measure the administrative burden in 200690, the 
labour costs of extending the network to the remaining eight Member States would add 
up to a total of EUR 44 472. Together with the entry fee for the eight Member States, the 
overall  cost  of  extending  the  network  to  the  remaining  Member  States  would  total 
EUR 164 472. 

As regards maintenance costs, the current average annual fee in the EBR (EUR 15 000) 
can  be  considered  as  the  annual  cost  for  maintenance  and  support.  If  all  the  Member 
States  took  part  in  the  network  and,  in  addition,  the  six  non-EU  jurisdictions  remained 
members, the yearly maintenance costs could total EUR 495 000 for 33 countries. 

8.1.2. 

Scenario 2: Developing a solution combining the EBR with IMI 

IMI  offers  a  solution  for  cooperation  between  registers  but  would  not  provide  public 
access  to  their  content.  Consequently,  IMI  can  only  be  considered  as  an  add-on  to  a 
system  offering  public  access  to  business  registers  across  Europe,  as  provided  by  the 
EBR.  

IMI has been designed to support multiple areas of legislation. Consequently, a new area 
of  legislation  could  be  added  and  appropriate  messages  drafted  without  any  need  for 
further development. For example, it could be configured to support business registers in 
procedures  for  foreign  branch  disclosure  or  cross-border  mergers  and  transfers  of 
registered  office.  IMI  is  fully  developed  and  in  use  in  every  Member  State.  Currently, 
more than 5 600 competent authorities are registered in IMI for exchanging information 
relating  to  the  Professional  Qualifications  or  the  Services  Directives.  Sixteen  of  the  30 
EEA  members  have  registered  in  IMI  their  authorities  responsible  for  business 
registers91. 

IMI could be considered as an interim solution for all cooperation between registers for 
Member  States  not  yet  in  a  position  to  participate  in  a  fully  interoperable  network  of 
registers  or  for  exchanges  of  particular  information  not  yet  developed  within  an 
alternative solution. It can also be considered as a long-term solution for Member States 
with  low-volume  activities.  As  access  to  IMI  is  web-based  and  the  information  is 
exchanged manually, IMI cannot be used to deal with high volumes of information. 

As regards the costs of using IMI, the existing information exchange mechanism could 
be  re-used  for  registers  with  no  development  costs.  The  infrastructure  in  place  leaves 
room  for  considerable  growth  in  authorities  and  system  use.  Therefore,  addition  of 
registers  should  have  no  impact  on  annual  maintenance  and  hosting  costs  in  IMI. 
Member States share none of the maintenance or hosting costs in IMI, as these functions 
are  carried  out  in  the  Commission’s  data  centre.  In  2009  these  costs  were  around 
EUR 518 000 for the entire IMI (see table under scenario 3). The organisational costs of 
introducing IMI for business registers will be limited, due to the fact that more than half 
of  the  authorities  concerned  are  already  registered  and  their  staff  are  familiar  with  this 
tool. Introduction of information-sharing for a new area would require some investment 

90  

91 

See footnote 7. The relatively low average pay per hour is due to the fact that Poland, Hungary, 
Bulgaria, Romania and Slovakia, which all have relatively low tariffs for technicians, are currently 
not part of the network. 
See footnote 64. 

EN 

32 

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in  defining,  preparing  and  translating  new  structured  messages  and  providing  content-
related end-user support from the Commission. 

8.1.3. 

Scenario 3: Building a new network of registers 

The  last  option  is  to  develop  a  new  network  of  business  registers  to  respond  to  the 
problems identified in chapter 4. The costs of this option can be estimated on the basis of 
the  overall  costs  of  developing  IMI  and  the  estimated  cost  of  building  an  automated 
network like the EBR.  

IMI  was  developed  by  the  Commission.  By  2009,  the  overall  development  costs  had 
reached  nearly  EUR  2  million  and  the  maintenance  costs  nearly  EUR  770 000.  These 
figures do not include the costs of human resources provided by the Commission. 

Year 
2005 
2006 
2007 
2008-2009 

Total 

Year 
2008 
2009 

Total 

Source 
IDA 
IDABC 
IDABC 
IDABC 

Source 
MARKT 
MARKT 
MARKT 

Amount 
      70 000 
    250 000 
    550 000 
    890 000 
    150 000 
  1 910 000 

Amount 
    250 000 
    400 000 
    118 468 
   768 468 

Objective 
Feasibility study 
Development 
Development 
Development 
End-user workshops 

Objective 
Maintenance 
Maintenance 
Hosting 

In the case of the EBR, it is not possible to calculate the overall investment since 1992. 
The  EBR  was  financed  by  several  Commission  programmes92.  The  BRITE  project 
received a grant of EUR 6.3 million as part of the Sixth Framework Programme93. The 
overall cost of the research project was EUR 10.31 million. 

Following the same method of calculation as in scenario 1, the cost of building an EBR-
like network from scratch would be the sum of the labour costs and the entry fee for 27 
Member  States.  The  costs  for  software  development  can  be  based  on  the  costs  of  the 
BRITE project. Altogether, this adds up to EUR 11.06 million. This can be regarded as a 
conservative ‘worst-case’ figure. 

Type 
Labour costs 
Entry fee 
Software 
Total 

Amount 
349 039 
405 000 
10 310 000 
11 064 039 

The annual maintenance costs could be around EUR 405 000 (27 x EUR 15 000). 

In  addition  to  the  high  costs,  another  major  difficulty  with  this  option  is  that,  in  the 
Council  Conclusions  of  25  May  2010  on  the  interconnection  of  business  registers94, 

92  
93http://cordis.europa.eu/fetch?CALLER=FP6_PROJ&ACTION=D&DOC=1&CAT=PROJ&QUERY=012

See pages 8 and 11 of the progress report on the interconnection of business registers. 

94  

9939ef1d8:c152:4fadf441&RCN=78387. 
Council Conclusions 9678/10. 

EN 

33 

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Member States made it clear that they wish to build on results already achieved in this 
area, such as the EBR, the BRITE project and IMI. 

8.1.4.  Conclusions on the costs and technological options 

The  scenario  of  building  a  new  network  of  business  registers  is  not  feasible  for  both 
political and financial reasons. It should therefore be discarded. 

Both  the  EBR  and  IMI  have  developed  technologies  for  their  own  purposes.  The  basic 
difference is that the EBR allows automated data exchanges and is able to process high 
volumes of data at the same time. IMI is a useful electronic tool for cooperation between 
public authorities which requires no investment in software development by the users. It 
requires manual data exchange and is suitable for low-volume electronic communication. 

As  a  consequence  of  the  different  technologies  and  purposes,  the  EBR  with  BRITE 
technology  can  be  used  to  provide  public  access  to  information  and  for  foreign  branch 
disclosure  and  cooperation  in  cross-border  procedures.  IMI  could  be  used  to  facilitate 
cross-border procedures and, to a certain extent, foreign branch disclosure (as long as it is 
done manually) but it could not be used to provide public access to business information. 

On the other hand, IMI is a significantly cheaper solution than using the EBR and BRITE 
and  could  therefore  also  be  faster  to  implement  in  every  Member  State.  Improving  the 
EBR needs to be financed by the Member States unless EU funds become available. IMI 
is financed by the Commission. Consequently, IMI could be considered as a temporary 
or  permanent  solution  in  cross-border  procedures  and,  possibly,  for  updating  foreign 
branch  registration.  However,  it  does  not  and  will  not  have  the  functions  necessary  to 
replace the automated services developed in the BRITE project. 

One  final  point  to  note  is  that,  while  the  technology  developed  by  the  EBR  seems 
adequate,  significant  changes  have  to  be  made  to  its  organisation  and  management  in 
order to give Member States sufficient control over the network of business registers and 
data transmission through it. 

8.2. 

Cross-border cooperation on updating registrations on foreign branches 

8.2.1.  Option A1: No policy change — the baseline scenario 

Description:  In  this  scenario  no  cooperation  between  business  registers  on  updating 
branch  registrations  would  exist  or,  in  certain  cases,  cooperation  would  continue  to  be 
informal. Today such informal cooperation exists between the business registers of some 
Member  States  and  Norway  (e.g.  the  BDS,  see  chapter  5).  Such  cooperation  could 
continue to develop, depending on the willingness of the registers.  

Assessment:  In  this  case,  cooperation  would  remain  informal  and  the  sole  legal 
obligation imposed on companies would continue to be to update the information in the 
register  of  their  branches.  Therefore,  the  administrative  burden  would  not  be  reduced. 
The current proportion of serious discrepancies between the content of the two relevant 
registers  (15 %)  would  remain  unchanged  (see  also  subsection  4.1.1).  This  would 
continue  to  have  a  negative  impact  on  the  information  provided  to  consumers  and 
creditors  in  the  country  where  the  branch  of  the  company  operates  and  would  not 
increase legal certainty. In essence, this option would not help to achieve the objectives 

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34 

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and would therefore be ineffective. As this option does not impose any requirements, it is 
neutral as regards the flexibility criterion and costs. 

8.2.2.  Option  A2:  Recommend  detailed  rules  for  business  registers  on  the  method  of 

cooperation on updating information on cross-border branches 

Description:  Under  this  option  the  Commission  would  recommend  rules  for  business 
registers  to  cooperate  on  updating  information  in  the  register  of  foreign  branches,  in 
particular on identifying the relation between a branch and the foreign company and on 
transmitting the information electronically from the company’s register to the register of 
the branch. 

Assessment: As a result, the flow of information between the registers could be gradually 
improved  and  the  scale  of  discrepancies  between  the  content  of  the  relevant  registers 
reduced  over  time.  This  is  likely  to  contribute  to  effectiveness  and  to  have  a  positive 
impact  on  stakeholders.  But  cooperation  based  on  recommendations  would  remain 
voluntary  and  informal  and  there  is  no  guarantee  that  every  Member  State  would 
participate.  Moreover,  the  notifications  would  not  provide  the  basis  necessary  for  legal 
action  by  the  relevant  registers  or  competent  authorities.  They  could  not  replace  the 
obligation  on  companies  to  file  documents  with  the  register,  not  even  as  a  long-term 
objective. This option therefore offers a high degree of flexibility, but would not reduce 
the  administrative  burden  nor  bring  about  legal  certainty.  As  explained  in  section  8.1, 
both IMI and the EBR/BRITE could provide a response to the problem. The EBR/BRITE 
could  offer  a  more  complete  solution,  but  it  would  also  imply  higher  costs.  The  actual 
costs would also depend on the decision by the individual Member States on joining the 
cooperation. 

8.2.3.  Option A3: Lay down a legal requirement for business registers to cooperate by 
electronic  means  with  a  view  to  updating  the  registration  of  foreign  branches 
and specify the technical details of the cooperation 

Description: There is currently no requirement in the eleventh CLD for business registers 
to  cooperate  with  each  other  in  cross-border  branch  registration  procedures.  Under  this 
option such cooperation would be required by law for all business registers in the EU by 
a deadline set in the Directive. The first CLD would also specify the legal and technical 
details  of  the  cooperation  between  business  registers  in  this  respect.  It  would  cover 
management and operation of the network, use of a single company identifier, the details 
of  decision-making  among  the  members  of  the  network,  the  consequences  of  non-
compliance  with  the  requirements,  maintenance  of  the  central  server,  use  of  languages, 
pricing,  data  protection,  identification  of  the  link  between  a  branch  and  the  foreign 
company and details of transmission of information from the company’s  register  to the 
register of the branch. 

Assessment:  A  legal  obligation  for  business  registers  to  cooperate  by  electronic  means 
would  make  it  possible  for  national  legislation  to  attach  legal  consequences  to  the 
notifications  and,  thereby,  facilitate  administrative  procedures.  This  option  would  be 
effective  and  would  have  a  considerable  positive  impact  on  businesses.  Such  a  legal 
obligation would also allow Member States to exempt companies from the obligation to 
update  the  information  in  the  register  of  the  foreign  branch  and  thus  reduce  the 
administrative burden. Adopting legislation governing the legal and technical details of 

EN 

35 

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the cooperation could result in a high level of uniformity. This legislative solution would 
clearly establish obligations and standards and create a high degree of legal certainty. But 
laying  down  the  details  of  cooperation  in  a  legislative  instrument  would  be  very 
inflexible and it would take a very long time to adjust to changes. As regards the costs, 
both IMI and the EBR/BRITE could provide a response to the problem. The EBR/BRITE 
could offer a more complete solution, but it would also imply higher costs.  

8.2.4.  Option A4: Lay down a legal requirement for business registers to cooperate by 
electronic  means  with  a  view  to  updating  the  registration  of  foreign  branches 
and  specify  the  technical  details  of  the  cooperation  in  a  delegated  act  or 
governance agreement 

Description:  This  option  would  add  a  requirement  to  the  eleventh  CLD  for  business 
registers to cooperate with each other in cross-border branch registration procedures by a 
deadline  set  in  the  Directive.  The  eleventh  CLD  would  also  require  use  of  a  single 
company  identifier  (REID)  and  swift  updates  of  the  information  related  to  branches 
between business registers. It would also recall the need for Member States to abide by 
the applicable national and European data protection rules. 

- Sub-option A4a: Specify the technical details of the cooperation in a delegated 
act 

In  this  sub-option,  the  technical  details  would  not  be  part  of  the  amendment  to  the 
Directive,  which  would  instead  delegate  to  the  Commission  the  power  to  adopt  a 
generally applicable non-legislative act to supplement it, in accordance with Article 290 
of  the  Treaty  on  the  Functioning  of  the  European  Union  (TFEU).  The  delegated  act 
would  be  adopted  after  consultation  of  the  experts  from  the  Member  States.  Before  it 
could enter into force, it would have to be submitted to the European Parliament and the 
Council which could object within the period set by the Directive.  

The delegated act would deal with:  

• 
• 

the details for identifying the link between a company and a branch,  
the details for transmission of information from the company’s register to the 
register of the branch, 
• 
the technical standards for data transmission, 
• 
the rules concerning management and operation of the network, 
• 
the method of decision-making among the members of the network, 
• 
the funding of the network, 
•  minimum security standards, 
• 

the languages used by the network (including the technology employed for 
automatic translation of messages and information), 
the conditions for countries outside the EEA to participate in the network, 
the consequences of non-compliance with the requirements, 
the maintenance of the central server, 
the choice of the necessary ICT solutions95. 

• 
• 
• 
• 

95  

Many of these items are related not only to updating the information on foreign branches but also 
to solving the other problems identified in chapter 4. 

EN 

36 

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- Sub-option A4b: Specify the technical details of the cooperation in a governance 
agreement 

Alternatively,  the  details  listed  in  sub-option  4a  could  be  specified  in  an  agreement 
between the representatives of the Member States. The overall structure and parameters 
for  the  governance  agreement  would  be  laid  down  in  the  amendments  to  the  first  and 
eleventh CLDs. This would include a clear framework for the content of the agreement, 
together with the procedure and timetable for adopting it. Issues relating, for example, to 
technical  specifications  for  the  day-to-day  operation  of  the  network,  which  could  well 
need regular and rapid updating, would only be dealt with in the agreement itself. 

Assessment: Like option A3, option A4 would create a clear situation with respect to the 
legal  consequences  of  the  electronic  communications  between  the  competent  business 
registers in cross-border branch registration procedures. There would be a high degree of 
legal  certainty.  It  would  also  have  the  same  impact  on  stakeholders,  as  the  cooperation 
requirements would be imposed on the business registers. It would also have a positive 
effect  on  reduction  of  the  administrative  burden.  The  cost  implications  would  be  the 
same as in option A3. 

Dealing  with  the  details  of  cooperation  as  described  above  would  also  bring  about  a 
considerable  degree  of  flexibility.  In  terms  of  effectiveness,  however,  the  governance 
agreement (sub-option A4b) has a considerable disadvantage compared with a delegated 
act  (sub-option  A4a).  Adoption  of  a  governance  agreement  would  require  unanimity 
between  the  Member  States.  In  the  light  of  the  discussions  on  cooperation  between 
business registers over the last few years, it is unlikely that unanimity would be reached 
in a reasonable time-span. There is therefore a significant risk that this alternative would 
be ineffective. Consequently, a governance agreement has to be discarded.  

On the other hand, a delegated act, while based  on  thorough  consultation  with national 
experts,  could  lay  down  a  single  solution  without  any  unanimity  requirement.  The 
Council could object by a qualified majority and the European Parliament by a majority 
of its members. To conclude, legislative provisions combined with specifying the details 
of cooperation in a delegated act would offer a very effective solution and would ensure 
that,  once  the  interconnection  framework  is  established,  business  registers  could 
regularly  monitor  the  business  information  in  other  registers,  detect  discrepancies  and 
make sure that only correct and up-to-date information is disclosed in the country of the 
branch.  

8.2.5.  Comparing the options 

Options A3 and A4 would be the most effective for achieving the objectives set. Option 
A2  would  also  yield  some  effectiveness,  but  it  would  largely  depend  on  the  extent  to 
which  Member  States  decide  to  act  on  the  recommendations.  Option  A1  would  not 
achieve  progress  within  a  reasonable  time-span.  The  impact  on  stakeholders  such  as 
consumers  and  creditors  would  be  most  positive  in  options  A3  and  A4,  because  they 
could benefit from a smoother cross-border flow of information and structured updating 
of  information  on  foreign  branches.  Option  A2  would  have  a  positive  impact,  too,  if 
registers  heed  the  recommendations.  But  as  adherence  would  be  voluntary,  the  impact 
might  not  be  as  great.  Option  A1  would  have  no  impact  on  stakeholders.  Placing  an 

EN 

37 

   EN 

 
 
  
obligation  on  business  registers  to  exchange  data  would  also  reduce  the  administrative 
burden  on  companies  (options  A3  and  A4).  Options  A1  and  A2,  however,  would  not 
reduce the burden. The same result applies, logically, to the legal certainty criterion. Only 
a  legal  requirement  to  update  and  exchange  the  data  related  to  foreign  branches  would 
eventually  enable  the  public  to  rely  on  and  have  confidence  in  the  information,  thus 
creating a high degree of legal certainty. Options A1 and A2 would have no such effect. 
Finally, as regards flexibility, option A1 would have no effect, as there would be no new 
requirement  to  be  measured.  A  recommendation  would  offer  the  greatest  flexibility,  as 
national  authorities  would  be  free  to  choose  the  way  forward  (option  A2).  The  least 
flexible  option  would  be  to  lay  down  all  the  rules  and  details  in  the  CLD  (option  A3). 
Changes  would  require  new  legislation  and,  therefore,  rather  lengthy  procedures.  Only 
dealing  with  the  key  legal  requirements  in  the  CLD,  but  leaving  the  details  for  a 
delegated  act  would  offer  considerably  more  flexibility  (option  A4),  as  technical  and 
other changes could be taken into consideration much faster than in legislation. The costs 
would  depend  on  the  ICT  solution  chosen.  The  EBR/BRITE  could  provide  a  more 
efficient solution. However, the cost implications would be higher (see subsection 8.1.1). 
In any case, the costs would be the same in options A3 and A4. The same would apply to 
the costs of option A2 if every Member State were to implement it.   

As a result, the best performing option is option A4. It would offer the highest degree of 
effectiveness and legal certainty and have the most positive impact on stakeholders and 
on reduction of the administrative burden, whilst still offering some flexibility. However, 
the related costs could be significant (see sub-section 8.1.1). 

Comparison of the options  

Effectiveness 

Impact on 
stakeholders  

Reduction of 
administrative 
burden 

Legal 
certainty 

Flexibility 

Cost 

Option A1: No 
policy change 

Option A2: 
Recommend 
detailed rules 

Option A3: 
Electronic 
cooperation with 
details in legislation  

Option A4: 
Electronic 
cooperation with 
details in a delegated 
act  

0 

+ 

0 

+ 
(if 
implemented 
correctly) 

0 

0 

++ 

++ 

++ 

(EUR 69 m) 

++ 

++ 

++ 

(EUR 69 m) 

‘0’: no change 

‘+’ positive impact  

‘-’ negative impact 

0 

0 

++ 

++ 

0 

++ 

-- 

+ 

0 

- 

(if every MS 
joins) 

- 

- 

EN 

38 

   EN 

 
 
8.3. 

Cross-border  cooperation  in  procedures  for  cross-border  mergers  and 
transfers of registered office  

8.3.1.  Option B1: No policy change — the baseline scenario 

Description:  The  Directive  on  cross-border  mergers  and  the  SE  and  SCE  Regulations 
require  cross-border  cooperation  between  business  registers.  There  are,  however,  no 
guidelines on the actual way to carry this out. In other words, there is a general obligation 
for  registers  to  cooperate,  without  any  actual  requirements  for  specific  formats  for 
electronic  communication.  As  explained  in  section  4.2,  in  practice  this  cooperation  is 
currently  carried  out  by  normal  mail  in  the  language  of  the  issuing  register.  Where 
informal  contacts  exist  between  the  competent  business  registers,  exchanges  can  take 
place by e-mail. In cases where an SE or SCE is formed by a cross-border merger, the 
regulations leave it to the companies to notify the former register.  

Assessment:  In  this  scenario,  the  existing  method  of  cooperation,  where  applicable, 
would  continue.  There  would  be  no  changes  to  the  status  quo  and  no  impact  on 
effectiveness  or  flexibility.  Registers  could  also  decide  to  establish  cooperation  on  a 
bilateral basis.  The problem of legal uncertainty  would remain. If the number  of  cross-
border mergers and transfers of head office were to increase in the future, this method of 
cooperation could be expected to become very burdensome for registers because of the 
time spent on such registrations. In situations where companies are still responsible for 
notifying  the  former  register,  companies  would  continue  to  bear  the  administrative 
burdens related to such notification. In terms of costs, this option would be neutral. 

8.3.2.  Option  B2:  Recommend  detailed  rules  for  business  registers  on  the  method  of 
cooperation in procedures for cross-border mergers and transfers of registered 
office 

Description:  In  addition  to  the  existing  legal  requirements,  the  Commission  could 
recommend rules for business registers on the technical details of the cooperation. Any 
such  recommendation  should  at  least  cover  a  standard  notification  form  in  all  official 
languages and a deadline for sending the notification form to the former register.  

Assessment:  Recommendation  of  detailed  rules  could  improve  the  (electronic)  flow  of 
information between registers from different Member States and thus be an effective way 
of  achieving  the  policy  objectives.  As  for  most  cases  there  is  already  a  legal  basis  for 
cross-border  cooperation  between  business  registers,  a  recommendation  with  a  high 
degree of flexibility seems to be a more viable instrument in the case of foreign branches. 
Without  a  legal  requirement,  however,  this  will  have  no  impact  on  legal  certainty. 
Recommendations  on  cooperation  between  registers  on  formation  of  SEs  and  SCEs  by 
cross-border  mergers  would  create  no  clear  legal  obligation  and  therefore  could  not 
reduce  the  burden  on  companies.  As  regards  the  costs,  both  IMI  and  the  EBR/BRITE 
could provide a suitable technological solution to this problem. Using IMI would imply 
significantly lower costs than extending the EBR/BRITE to every Member State. Use of 
the ICT tool would depend on the decision taken by the individual Member States. 

EN 

39 

   EN 

 
8.3.3.  Option B3: Lay down legal requirements specifying the technical details of the 
cooperation between business registers in procedures for cross-border mergers 
and transfers of registered office 

Description: This option would imply adding to the rules of the Directive on cross-border 
mergers  and  of  the  SE  and  SCE  Regulations  on  cross-border  cooperation  between 
business  registers  further  rules  on  the  technical  details  of  the  cooperation,  such  as  a 
standard  notification  form  in  multiple  languages  and  the  method  and  time  of 
transmission. In cases where an SE or an SCE is formed by a cross-border merger, the 
regulations would place an obligation on the business registers concerned to notify each 
other about the relevant changes.  

Assessment:  As  in  subsection  8.2.3,  if  European  legislation  were  to  lay  down  the 
technical details of the cooperation it could result in a high level of uniformity and legal 
certainty,  particularly  for  formation  of  an  SE  or  an  SCE  by  a  cross-border  merger. 
Provisions  on  direct  notification  between  business  registers  would  aim  to  accelerate 
registration  procedures  and  could  diminish  the  administrative  burden  on  the  companies 
concerned,  because  so  far  the  merging  companies  are  required  to  notify  the  former 
registry of the event. As in subsection 8.2.3, setting out the details in a legal text would 
also  be  quite  inflexible  as  the  legislation  would  quickly  be  outdated.  Moreover,  the 
Regulations on SEs and SCEs are based on Article 352 of the TFEU and would therefore 
require  unanimity  in  the  Council  and  the  consent  of  the  European  Parliament  for  any 
amendment, which would have some impact on their effectiveness. As both IMI and the 
EBR/BRITE  could  provide  suitable  technological  solutions  to  this  problem,  the  costs 
could remain limited.  

8.3.4.  Option  B4:  Lay  down  legal  requirements  for  cooperation  and  specify  the 
technical  details  for  procedures  for  cross-border  mergers  and  transfers  of 
registered office in a delegated act or governance agreement 

Description: Apart from the extra requirement in the SE and SCE Regulations mentioned 
in subsection 8.3.3 and the necessary delegation of powers under Directive 2005/56/EC, 
the technical details of the cooperation in the relevant procedures would be dealt with in 
a delegated act or a governance agreement (see the distinction drawn in sub-options A4a 
and  A4b)  for  the  reasons  described  in  subsection  8.2.4.  In  addition  to  the  items 
mentioned in subsection 8.2.4, this would also include:  

•  a standard form for notification in multiple languages (for procedures for cross-

• 

border mergers and transfers of registered office), 
the  details  for  transmission  of  information  between  the  relevant  registers  (for 
procedures for cross-border mergers and transfers of registered office). 

Assessment:  In  terms  of  effectiveness,  this  option  would  achieve  the  policy  objectives 
with  the  advantage  that  the  legislative  procedure  described  in  subsection  8.3.3  would 
apply only to the obligation for Member States to cooperate by electronic means, but not 
to  the  details  of  the  cooperation,  which  would  be  dealt  with  in  a  delegated  act.  This  is 
why this option would also provide much more flexibility. For the reasons explained in 
subsection  8.2.4,  the  sub-option  of  laying  down  the  details  in  a  governance  agreement 
should  be  discarded,  as  the  unanimity  requirement  would  make  this  solution  less 
efficient.  Delegated  acts  would  provide  more  effective  solutions.  This  option  would 
reduce  the  administrative  burden  on  companies  forming  an  SE  or  an  SCE  by  a  cross-

EN 

40 

   EN 

 
border merger in the same way as in option B3 and would create the same level of legal 
certainty and imply the same costs. 

8.3.5.  Comparing the options 

As regards effectiveness, options B2 to B4 would all reduce both the time-lag between 
the  two  registrations  and  the  time  spent  on  registration  of  the  deletion  of  the  company 
from the former register. With the exception of formation of an SE or SCE by a cross-
border merger, there are already legal obligations for business registers to cooperate on 
instruments  seem  more 
cross-border  procedures.  Consequently,  non-legislative 
appropriate  to  improve  the  quality  of  the  cooperation  mechanism.  Options  B2  and  B4 
would  both  provide  the  flexibility  necessary  to  tailor  the  requirements  to  the  national 
facilities.  However,  option  B4,  using  the  delegated  act,  would  be  the  more  effective 
solution as it would impose requirements and technical standards on every Member State. 
The solution provided by option B3 would be equally effective, but — because it would 
require unanimity between the Member States — not flexible enough to adapt to rapidly 
evolving  communication  standards.  While  the  no  policy  change  scenario  (option  B1) 
seems  viable  at  present,  the  expected  increase  in  use  of  the  relevant  European  legal 
instruments could soon bring about significant difficulties for business registers to deal 
with the requests. As regards formation of an SE or SCE by a cross-border merger, the 
most  effective  solution  would  be  to  establish  a  requirement  for  cooperation  between 
business registers by legislation (options B3 and B4). As the review of the SE Regulation 
is underway, such amendments should be considered in that context. Amendments to the 
SE  and  the  SCE  Regulations  would  reduce  the  administrative  burden  on  companies 
involved in formation of SEs or SCEs (options B3 and B4). The administrative burdens 
on companies would remain the same if there is no change in policy (option B1). In the 
case  of  a  recommendation  (option  B2),  the  impact  would  depend  on  how  it  is 
implemented. Options B1 and B2 would entail no changes in legal certainty. By laying 
down a legal requirement to cooperate in cases of formation of an SE or SCE by a cross-
border merger, both options B3 and B4 would considerably increase legal certainty. The 
same can be said for the cooperation on details in general under options B3 and B4. The 
costs would depend on the ICT solution chosen. In this case, IMI and the EBR/BRITE 
could equally provide a solution and the cost implications could therefore be moderate. 
In any case, the costs would be the same in options B3 and B4. The same would be true 
for the costs of option B2 if every Member State were to implement the recommendation.   

The preferred solution is therefore option B4, as this combination would offer the highest 
level of effectiveness, reduce the administrative burden, offer the highest degree of legal 
certainty (along with option B3) and be more flexible than option B3. 

EN 

41 

   EN 

 
Comparison of the options  

Effectiveness 

Reduction of 
administrative burden 
(SE/SCE) 

Legal 
certainty 

Flexibility 

Cost 

Option B1: No policy change 

Option B2: Recommend detailed 
rules 

Option B3: Legal requirements on 
the technical details of cooperation 

Option B4: Lay down legal 
requirements for cooperation and 
specify the technical details in a 
delegated act 

0 

+ 

++ 

++ 

0 

0 

+ 

+ 

0 

0 

++ 

++ 

0 

++ 

-- 

+ 

0 

+ 

(if every 
MS joins) 

+ 

+ 

‘0’: no change 

‘+’:positive impact  

‘-’ negative impact 

8.4. 

Cross-border access to business information 

8.4.1.  Option C1: No policy change — the baseline scenario 

Description:  There  is  no  requirement  in  the  CLDs  for  business  registers  to  create  a 
network  in  order  to  facilitate  access  to  information.  In  this  scenario,  the  voluntary 
network of business registers would probably continue to develop. But until it extends to 
every Member State, citizens, creditors and other business partners would need to search 
for business information item-by-item, in the business registers.  

Assessment:  Given  the  voluntary  nature  of  the  EBR,  it  is  unclear  whether  it  will  ever 
achieve full coverage of all the Member States. Even if it did, considering that it took 18 
years to link up the business registers of 19 Member States, completion of the network 
could be expected to take another decade. The members of the network would continue 
to be free to choose which pieces of information they transmit through the network and 
there would therefore be no standardised service. Outside the EBR, users of the business 
information would have to continue to deal with a variety of structures, search conditions 
and languages. No single company identifier would be generally used and there would be 
no change in the quality of the data disclosed (frequency of updates, information on legal 
force,  etc.).  The  impact  on  stakeholders,  effectiveness,  administrative  burden,  legal 
certainty and flexibility would be non-existent. This option would be cost-neutral. 

8.4.2.  Option  C2:  Recommend  detailed  rules  for  business  registers  to  ensure  better 

cross-border access to information 

Description:  Recommendations  could  cover  the  legal  and  technical  details  of  the 
cooperation, as described in subsection 8.2.3. Moreover, they would recommend registers 
to provide the public with a language-neutral solution which would enable citizens and 
small  businesses  to  gather  the  information  in  their  own  language.  They  would  also 
recommend use of standard datasets and regular updates of the register (e.g. 15 days after 
each event). 

EN 

42 

   EN 

 
 
Assessment:  Recommendation  of  common  rules  would  be  suitable  to  provide  business 
registers with guidance and could lead to some convergence of the information accessible 
and of the quality of the services provided. This would therefore have some effectiveness 
and some positive impact on market players, subject to Member States’ adherence. But 
there is no guarantee that every Member State would take part in the network. Users, in 
particular  consumers  using  cross-border  e-commerce,  could  face  the  same  obstacles  as 
today  to  gain  access  to  cross-border  business  information.  Based  solely  on  the 
willingness  of  the  registers,  this  option  also  could  neither  engender  any  greater  legal 
certainty (no mandatory improvement in data quality and no single company identifier) 
nor reduce the administrative burden. A recommendation would remain, however, a very 
flexible  instrument.  Based  on  the  assessment  in  section  8.1,  the  EBR/BRITE  could 
provide an ICT solution to this matter and thus, depending on the decision taken by the 
Member States on whether to join the network, the costs could be significant. 

8.4.3.  Option  C3:  Lay  down  a  requirement  for  Member  States  to  participate  in  an 
electronic network of business registers, along with the list of information to be 
transmitted  through  the  network,  the  frequency  of  updating  the  registered 
information and the technical details of the cooperation 

Description: This option would set a basic requirement for Member States to take part in 
a  network  of  business  registers.  As  business  registers  are  already  regulated  in  the  first 
CLD,  an  amendment  to  this  Directive  would  be  the  obvious  solution.  The  list  of 
registered information in Article 2 of the first CLD would then become the minimum list 
of  documents  and  particulars  that  should  be  made  available  in  every  Member  State 
through the network96. Moreover, the first CLD would place an obligation on registers to 
transmit,  at  the  same  time,  information  on  the  legal  force  of  the  business  information 
disclosed  in  their  country.  The  quality  of  the  data  would  be  improved  by  setting  a 
deadline of 15 days after the event for updating the relevant content of the register. In this 
option,  European  legislation  could  also  specify  the  legal  and  technical  details  of  the 
cooperation, as set out under option A3. 

Assessment:  A  significant  improvement  in  cross-border  access  to  business  information 
can only be achieved if information is accessible from all over Europe. Experience shows 
that  this  could  hardly  be  achieved  by  self-regulation.  A  legal  requirement  would  very 
effectively allow consumers and businesses taking part in cross-border trade or provision 
of  services  to  have  sufficient  information  about  the  foreign  company  they  are  dealing 
with. A common set of information accessible via the network and a common deadline 
for updating the content of the register would even the quality of the data accessible all 
over Europe and thus increase legal certainty. However, it would have no impact on the 
administrative burden, as requirements on updating of the information already exist in the 
Member States. The impact on market players such as consumers or creditors would be 
very  positive.  But  this  legislative  option  would  be  just  as  inflexible  as  option  A3.  The 
costs would be relatively high, as the EBR/BRITE could provide an ICT solution. 

8.4.4.  Option  C4:  Lay  down  a  requirement  for  Member  States  to  participate  in  an 
electronic network of business registers, along with the list of information to be 

96  

At present, the EBR also builds on this list of information but not all the members provide all the 
information. 

EN 

43 

   EN 

 
                                                 
transmitted  through  the  network  and  the  frequency  of  updating  the  registered 
information  but  specify  the  technical  details  of  the  cooperation  in  a  delegated 
act or governance agreement 

Description:  This  option  would  also  place  a  legal  obligation  on  Member  States  to  take 
part in a network of business registers. The first CLD would address all the issues listed 
in option A3 with the exception of the technical details of the cooperation, which would 
be left to a delegated act or governance agreement. In addition, the technical details for 
cooperation between the registers on access to information should be specified.  

Assessment: As in option C3, an obligation for Member States to take part in a network 
of business registers could lead to rapid extension of the network and, consequently, to 
better  cross-border  access  to  business  information.  It  would  have  the  same  positive 
impact on stakeholders as option C3 and lead to the same increase in legal certainty. It 
would have no impact on the administrative burden either. For the reasons explained in 
connection  with  sub-options  A4a  and  A4b,  a  governance  agreement  would  provide  a 
solution  of  little  effectiveness.  Therefore  this  sub-option  should  be  discarded.  Dealing 
with the details of the network in a delegated act would, however, be more effective and 
more flexible than an all-legislative option. The costs would be the same as in option C3. 

8.4.5.  Comparing the options 

Option 1 would be neutral as regards the assessment of the criteria. Options C3 and C4 
would  ensure  access  to  information  by  establishing  legal  requirements  and  would  thus 
have the most positive impact on stakeholders and on legal certainty. Option C2 would 
show some effectiveness, but options C3 and C4 would be the most effective. Option C2 
would be very flexible, but would not improve legal certainty at all. None of the options 
would have an impact on the administrative burden, as options C1 and C2 would make 
no changes to the existing legislation and options C3 and C4 would just set a common 
deadline for an existing obligation. The costs of options C3 and C4 would be the same, 
whereas  the  costs  of  option  C2  would  depend  on  the  number  of  Member  States 
implementing the solution. The main advantage of option C4 over option C3 would be its 
degree of flexibility, as it could take into account the specifics of the different registers. 
Overall, option C4 would provide the best solution to the problem. 

Comparison of the options  

Effectiveness 

Impact on 
stakeholders 

Reduction of 
administrative 
burden  

Legal 
certainty 

Flexibility 

Cost 

Option C1: No policy 
change 

Option C2: Recommend 
detailed rules 

Option C3: Electronic 
network with details in 
legislation  

Option C4: Electronic 
network with details in a 

0 

+ 

++ 

++ 

0 

+ 
(if correctly 
implemented
) 

++ 

++ 

0 

0 

0 

0 

44 

EN 

0 

0 

++ 

++ 

0 

++ 

-- 

+ 

0 

- 

(if every 
MS joins) 

- 

- 

   EN 

 
 
delegated act 

‘0’: no change 

‘+’: positive impact 

‘-’: negative impact 

8.5. 

Summary of the recommended options 

On  the  basis  of  the  predefined  criteria  and  the  considerations  set  out  in  the  previous 
sections, the recommended options can be summarised as follows: 

Effectiveness 

Impact on 
stakeholders 

Reduction of 
administrative 
burden  

Legal 
certainty 

Flexibility 

Cost 

++ 

++ 

++ 

++ 

+ 

- 

++ 

N/A 

+ 

++ 

+ 

+ 

++ 

++ 

0 

++ 

+ 

- 

Problem: Foreign branch 
disclosure: Recommended option: 
Lay down a legal requirement for 
business registers to cooperate by 
electronic means with a view to 
updating the registration of foreign 
branches and specify the technical 
details of the cooperation in a 
delegated act 

Problem: Cross-border mergers 
and transfers of registered office: 
Recommended option: Lay down 
legal requirements for cooperation 
but specify the technical details of 
procedures for cross-border 
mergers and transfers of registered 
office in a delegated act  

Problem: Access to information: 
Recommended option: Lay down a 
requirement for Member States to 
participate in an electronic 
network of business registers, 
along with the list of information 
to be transmitted through the 
network and the frequency of 
updating the registered 
information but specify the 
technical details of the cooperation 
in a delegated act 

‘0’: no change 

‘+’: positive impact 

‘-’: negative impact 

After  analysing  the  possible  solutions  to  the  problems  one-by-one  in  this  chapter,  the 
recommended  options  lead  to  the  same  coherent  solution.  In  the  cases  of  cross-border 
access to business information and foreign branch disclosure, amendments to the first and 
eleventh CLDs are necessary. These rules need to cover the requirement for cooperation 
between  Member  States  on  updating  information  on  foreign  branches  and  cross-border 
access to company information. In the latter case, legislation would need to specify the 
list  of  documents  and  particulars  to  be  transmitted  (including  information  on  the  legal 
force of the data), along with the frequency of updates of the company information, and 
to delegate to the Commission powers to adopt non-legislative acts of general application 
to supplement these rules (Article 290 of the TFEU). An ICT feasibility study would help 
to decide the optimum technological solution. In the case of procedures for cross-border 
mergers and transfers of registered office, no specific legislative provisions are required, 
except  for  the  one  empowering  the  Commission  to  adopt  a  delegated  act  in  Directive 
2005/56/EC and with respect to creation of an SE or an SCE by a cross-border merger. 
However,  as  the  review  of  the  SE  Regulation  is  underway  and  the  review  of  the  SCE 

EN 

45 

   EN 

 
 
Regulation  is  to  take  place  soon,  the  relevant  amendments  could  be  proposed  in  that 
context. 

The costs will depend on the technological solution chosen for the network of business 
registers  and  the  actual  cooperation  mechanism.  The  technological  solution  should  be 
chosen in the implementation phase of the project and need not be a prerequisite for the 
decision  on  the  content.  The  ‘no  policy  change’  option  is  cost-neutral.  The  costs  of 
implementing  the  other  options  are  explained  in  detail  in  section  8.1,  where  three 
scenarios  are  examined.  However, 
implementing  Commission 
recommendations  (options  A  to  C2)  would  depend  on  whether  the  individual  Member 
States actually decide to act on the recommendations. 

the  costs  of 

Also,  leaving  the  details  of  the  electronic  network  to  delegated  acts  will  allow  the 
Commission and the Member States to decide the most appropriate arrangements which, 
if  chosen,  would  permit  use  of  the  EBR  ICT  solutions  but  reorganise  the  management 
and control of the organisation in a way that allows enforcement of the public interest.  

The recommended options may have a positive environmental impact, as they have the 
potential  to  replace  paper-based  communication  by  electronic  communication.  One 
possible social impact would be to facilitate access to justice by providing citizens with 
easier  access  to  reliable  business  information.  Moreover,  better  access  to  business 
information will also help citizens, in particular consumers, to take informed decisions. 
The proposal would have no impact on the number of employees and their skills. 

9. 

MONITORING AND EVALUATION 

The  Commission  will  monitor  the  implementation  phase  and  provide  a  framework  for 
adopting  the  necessary  delegated  acts.  Regular  meetings  should  be  organised  with 
experts to decide the content of the delegated acts and the most appropriate ICT solution.   

Five years after transposition, the effect of the measures should be evaluated. To this end, 
business registers could be asked to provide the Commission, at regular intervals, with a 
series  of  indicators,  such  as  the  number  of  requests,  their  origin  (domestic  or  foreign), 
whether the request concerns national data or data to be collected from another business 
register  and  the  kind  of  information  requested.  The  average  frequency  of  information 
updates, particularly on foreign branches, could also be a useful indicator alongside the 
quality of the information and customer-service to the end-users of the registers. 

In general, this evaluation should look at the following questions: 

•  Whether  a  Europe-wide  network  of  business  registers  has  been  established  and  is 

operational; 

•  Whether  the  business  registers  of  branches  contain  credible  and  up-to-date 

information on their foreign companies; 

•  Whether  standardised  channels  of  communication  between  business  registers  have 

been established; 

•  Whether cross-border access to business information has been facilitated. 

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Annex 1 

Synthesis of the comments on the Green Paper of the European Commission on the 
interconnection of business registers, April 2010  

On 4 November 2009 the European Commission adopted a Green Paper97 and launched a 
public consultation in order to assess the need for an improved cooperation between the 
business registers of the Member States of the EU. Business registers 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. 
Accordingly, they have a key role in ensuring transparency across the markets and thus 
restoring trust following the financial crisis.  

Despite  the  technical  nature  of  the  Green  Paper,  DG  Internal  Market  and  Services 
received  69  responses  to  the  consultation  that  ended  on  31  January  2010.  Seventeen 
Member State governments commented on the considerations set out in the Green Paper 
and  approximately  the  same  number  of  replies  arrived  from  business  registers  and 
business  organisations  or  companies.  Other  respondents  to  the  consultation  include 
professional advisors (e.g. lawyers, notaries and accountants) and trade unions. It should 
be  noted  that  a  significant  number  of  the  contributions  from  business  registries  were 
standard answers and thus identical or quasi identical. 

Replies by sector

Other
6%

Governments
25%

Accountants
3%

Trade unions
3%

Notaries
6%

Lawyers' 
associations
7%

Individual 
companies
4%

Business 
organisations
16%

Business 
information 
providers
7%

Parliament
1%

Business registers
22%

97 COM(2009)614final, http://ec.europa.eu/internal_market/company/business_registers/index_en.htm  

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The contributions originated from 22 countries, including 21 Member States. A number 
of contributions were submitted by European bodies and associations.  

Replies by country

Number of responses

14

12

10

8

6

4

2

0

AT

BE CZ DE DK EE EL ES EU FI

FR HU IE IT LI

LU LV NL PL SE SI

SK UK

Unknown

DG  Internal  Market  and  Services  would  like  to  thank  the  respondents  for  their 
contributions.  

This  report  summarises  the  results  of  the  consultation.  The  report  does  not  provide 
detailed  statistical  data  but  rather  seeks  to  give  a  qualitative  presentation  of  the 
contributions  received.  It  does  not  give  any  indication  of  potential  initiatives,  if  any, 
which the Commission may undertake in the future in this area.  

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Executive summary 

Access to information – network of business registers 

Nearly all respondents to the consultation expressed their support for the improvement of 
the  interconnection  of  business  registers  in  the  EU.  There  was  a  broad  agreement  that 
such a network only has real added value with respect to market transparency if it links 
the business registers of all 27 Member States. Many respondents pointed out that subject 
to  a  cost-benefit  analysis  in  an  impact  assessment,  a  legal  requirement  for  the 
participation of all Member States could also be envisaged. 

There  was  less  interest  in  taking  a  position  on  the  technical  details  of  the  cooperation. 
The vast majority of those who expressed a view considered, however, that a governance 
agreement was a good solution to determine the terms and conditions of the cooperation.  

There was also some support for the connection of the network of business registers to 
the  electronic  network  set  up  under  the  Transparency  Directive  storing  regulated 
information  on  listed  companies.  This  could,  however,  only  be  envisaged  in  the  longer 
term. 

Cooperation of business registries in cross-border procedures 

As  regards  improving  the  communication  between  business  registers  in  cross-border 
procedures, two thirds of those who took a stand considered that it is more reasonable to 
build on the results of the BRITE project as it was developed specifically for the needs of 
business  registers  and  makes  automated  data  transmission  possible.  Most  of  the 
remaining  replies  supported  the  combined  use  of  the  BRITE  project  and  the  Internal 
Market Information System (IMI) in cross-border merger and seat transfer procedures. 

As regards the disclosure of foreign branches, nearly all of those who replied recognised 
the need for an automated notification system between the register of the company and 
the register of its foreign branch. Many respondents argued in favour of the creation of a 
firm legal basis for the data exchange. 

Comments on data quality 

An  important  proportion  of  the  respondents  expressed  their  concerns  over  the  uneven 
quality  of  data  in  the  business  registers  of  the  Member  States.  They  insisted  that  the 
interconnection  of  business  registers  would  only  have  real  added  value  if  all  the 
information,  regardless  of  its  country  of  origin,  transmitted  through  the  network  were 
updated, reliable, standardised and available in the relevant language across the Member 
States.  A  significant  number  of  stakeholders  asked  for  standards  to  be  set  at  European 
level.  

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General remarks 

With  a  few  exceptions,  respondents  welcomed  the  Commission's  initiative  and  the 
approach taken in the Green Paper. Most contributions recognised that the issue at stake, 
due to its cross-border nature, requires a pan-European solution. Nonetheless, a number 
of respondents stressed that thorough impact assessments should be established in order 
to support any legislative proposal and that the initiative should not put additional burden 
on businesses. A few respondents considered the provision of business information as a 
commercial  activity  and  protested  against  the  intervention  of  the  EU  or  the  Member 
States in this area. Two respondents considered informal cooperation sufficient.98 

The uneven quality of data in the business registers of the 27 Member States seems to 
create  serious  problems  for  the  users  of  business  information  (in  particular,  businesses 
and  professional  advisors)  and  business  registers.  These  respondents  insisted  that  the 
interconnection  of  business  registers  would  only  have  real  added  value  if  all  the 
information,  regardless  of  its  country  of  origin,  transmitted  through  the  network  were 
updated, reliable, standardised and available in the relevant language across the Member 
States.  A  significant  number  of  stakeholders  asked  for  standards  to  be  set  at  European 
level. Moreover, a few respondents considered that information on the legal value of the 
registered data in the Member State of registration should be made available.99  

Access to information – the network of business registers 

Interested parties are invited to give their views on  

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

- whether the details of such a 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. 

2.1  The  fact  that  the  existing  network  of  business  registers  covers  only  18  Member 
States and six other European jurisdictions was identified by the Green Paper as the most 
important  factor  reducing  the  value  of  the  accessible  business  information.  The  vast 
majority of Member States and stakeholders shared this assessment and argued in favour 
of requiring all Member States to participate in the cooperation of business registers. A 
number of answers pointed out that the participation of the 27 Member States could be 

98 Those respondents who disagreed with the improvement of the network of business registers were also 
against the specific proposals of the Green Paper. Their remarks will not be repeated at each point. 

99 See also section 4.1. 

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best achieved by an amendment to the 1st CLD,100 subject to a cost-benefit analysis in a 
prior  impact  assessment.  Such  an  initiative  could  increase  transparency  in  the  markets 
and reduce administrative burden on companies. On the other hand, a few replies were in 
favour  of  continuing  the  current  voluntary  cooperation  either  because  they  found  it 
satisfactory  or  because  they  were  concerned  about  the  costs  of  the  extension  of  the 
network or they considered the provision of cross-border business information a purely 
commercial activity. 

Many respondents underlined the importance of a single access point to the network of 
registers.  According  to  some,  the  future  e-Justice  portal  could  become  the  gate  to  the 
relevant services. More generally, a number of replies pointed out that any future solution 
should  be  linked  to  or  be  compatible  with  the  e-Justice  initiative.  A  few  respondents 
emphasised the need for a single user identification and a uniform billing system. 

Approximately a quarter of the respondents pointed out that the information transmitted 
through the network of business registers can only be trusted if all European companies 
have a unique company identifier. Most of these respondents argued in favour of using 
the  REID  (Registered  Entity  Identifier)  developed  by  the  European  Business  Register 
(EBR).101  

A  dozen  replies  or  so  stressed  the  potential  added  value  of  a  centralised  register  of 
business registers that would help the identification of the competent register and indicate 
the location of the relevant business information. 

Many  answers  underlined  the  importance  of  offering  a  user-friendly  solution. 
Accordingly, these voices stressed that business information should be made available in 
as many languages as possible. A couple of respondents argued in favour of limiting the 
number of languages, e.g. to English, French and German. 

Finally,  some  respondents  highlighted  the  need  to  keep  the  network  open  to  third 
countries and reminded of the importance of the protection of personal data. 

2.2 While all respondents took a stand on the need for an improved network of business 
registers, 70 percent replied to the question on the possible practical arrangements of the 
interconnection.  While  the  Green  Paper  considered  that  building  on  the  results  already 
achieved  by  EBR  was  reasonable,  improving  its  efficiency  by  regulatory  means  was 
difficult because of the dominantly private nature of the cooperation. Consequently, the 
details of the cooperation could be determined in a governance agreement between the 
Member States and/or their registries. 

The  vast  majority  of  those  who  responded  to  this  question  consider  the  governance 
agreement  to  be  a  good  solution  to  lay  down  the  technical  details  of  the  cooperation 
between  registers.  However  some  respondents  emphasised  that  the  governance 

100  Directive  2009/101/EC  of  the  European  Parliament  and  of  the  Council  of  16  September  2009  on 
coordination of safeguards which, for the protection of the interests of members and third parties, 
are  required  by  Member  States  of  companies  within  the  meaning  of  the  second  paragraph  of 
Article 48 of the Treaty, with a view to making such safeguards equivalent (OJ L 258, 1.10.2009, 
p. 11–19 ) 

101 http://www.ebr.org  

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51 

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agreement  cannot  replace  essential  legislation  and  there  were  two  Member  States  who 
judged the contractual solution too soft and suggested considering a legislative solution. 

Only  a  very  few  responses  questioned  the  idea  of  building  on  the  results  of  EBR, 
however the existing network was criticised for the lack of uniform datasets and the non-
satisfactory  level  of  services.  A  number  of  replies  from  governments  and  business 
registries stressed the need for a solution that does not require membership in the EBR 
EEIG.  

2.3 Only about half of the respondents took a position on the connection of the network 
of  business  registers  to  the  electronic  network  set  up  under  the  Transparency 
Directive  storing  regulated  information  on  listed  companies.  80  percent  of  those  who 
replied  were  in  favour  of  the  connection  of  the  two  networks  pointing  out  that  linking 
legal  and  financial  information  would  increase  transparency  in  the  markets.  However  a 
third of the replies underlined that the interconnection of business registers should enjoy 
priority.  A  number  of  respondents  reminded  of  the  technical  difficulties  of  the 
interconnection  of  the  two  types  of  databases  and  some  expressed  a  view  that  only 
integration  of  the  networks  would  have  real  added  value.  Those  who  considered  this 
option unnecessary pointed out that while financial information is addressed to investors, 
legal information is mainly addressed to other stakeholders. Connecting or integrating the 
networks would therefore not bring any added value. One critic even explained that this 
combination  of  networks  could  lead  to  an  information  overload  for  the  user  and  as  a 
consequence to less transparency. 

Cooperation  of  business  registers  in  cross-border  mergers,  seat  transfers 
and foreign branch registration 

Interested parties are invited to give their views on  

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

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

3.1  The  second  major  objective  of  the  Green  Paper  was  to  explore  ways  to  establish 
standard channels of communication between business registries in different Member 
States in order to facilitate cross-border procedures such as mergers or seat transfers. The 
Green  Paper  outlined  three  options:  The  first  one  would  build  on  the  results  of  the 
BRITE project (Business Operability Throughout Europe)102; the second one would use 
the  Internal  Market  Information  System  (IMI)103  and  the  third  one  would  combine  the 
two solutions.  

Four fifths of the respondents took a stand on this question and two thirds of those who 
replied were in favour of building on the results of the BRITE project. They argued that 

102 http://www.briteproject.eu  
103 http://ec.europa.eu/internal_market/imi-net/index_en.html  

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IMI  is  a  passive  query  system  while  BRITE  makes  automated  data  exchange  possible. 
BRITE has also been developed specifically for the purposes of business registers. Some 
respondents  also  stressed  the  investments  already  poured  into  the  development  of 
BRITE. An additional 20 percent of the replies argued in favour of the combined use of 
BRITE and IMI, at least as a temporary solution. Those few who favoured the use of IMI 
alone stressed the lower implementation cost and underlined that the system was already 
used which was an asset in terms of acceptance. A couple of respondents did not find any 
of the options acceptable or necessary. In their view, establishing a centralised register of 
business registers is sufficient. 

3.2  As  regards  the  disclosure  of  branches  of  foreign  companies,  three  quarters  of  the 
respondents  gave  an  answer.  Nearly  all  of  them  recognised  the  need  for  an  automated 
notification  system  between  the  register  of  the  company  and  the  register  of  its  foreign 
branch and more than a third of the replies pointed out the need for the creation of a firm 
legal basis for the data exchange in the 11th CLD.104 A couple of replies supported the 
initiative but were not in favour of amending the relevant Directive. A few respondents 
explicitly promoted the so-called Branch Disclosure Service that has been developed in 
the context of the BRITE project and is already in use in some Member States. 

Additional suggestions 

4.1  As  it  was  underlined  in  section  1,  a  recurring  comment  was  related  to  the  uneven 
quality  of  data  in  the  business  registers  of  the  27  Member  States.  A  few  respondents 
suggested that a minimum set of data should be harmonised at European level that must 
be  made  available  across  the  EU  through  the  network  of  registers.  A  number  of 
respondents  emphasised  that  the  use  of  XBRL  would  facilitate  standardisation  and 
increase the comparability of data. 

The not  sufficiently  frequent updates of the content of the business registers have also 
been identified as a problem by several replies.  

One key component of the quality of the transmitted data is the information on its legal 
value.  As  one  respondent  pointed  out,  in  some  countries,  the  register  simply  states  the 
content of the registered data, whereas in other Member States the information provided 
by a register has a "public" character and rebuttable or even non-rebuttable presumptions 
are attached to it ("public trust"). Information on this matter should be made available to 
the  users  of  registered  business  information.  At  the  same  time,  there  should  be  legal 
certainty  as  regards  the  law  applicable  to  the  transmitted  information.  It  was  also 
proposed to adopt European rules on the legal value of registered business information. 

4.2 A couple of respondents argued in favour of a central European business register, 
either  for  all  companies  or  only  for  European  legal  forms105,  as  it  would  be  the  best 
solution  to  provide  standardised,  reliable,  easily  accessible  business  information.  A 

104  11th  Council  Directive  89/666/EEC  of  21  December  1989  concerning  disclosure  requirements  in 
respect of branches opened in a Member State by certain types of company governed by the law 
of another State (OJ L 395, 30.12.1989, p. 36–39) 

105 European Company (SE), European Cooperative Society (SCE), European Economic Interest Grouping 

(EEIG) 

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similarly  low  number  of  responses  took  a  clear  stand  against  a  centralised  European 
register. 

Some suggested developing a central database for disqualified directors. 

4.3  Approximately  a  quarter  of  the  respondents  put  forward  proposals  to  introduce  a 
"European business certificate", i.e. an extract from the business registers standardised 
at  European  level.  They  argue  that  such  a  measure  would  increase  transparency  and 
constitute important simplification for businesses. 

4.4  A  few  respondents  asked  for  an  even  more  ambitious  approach  with  respect  to  the 
review of the 11th CLD on the registration of foreign branches. They argued in favour of 
new  rules  allowing  for  the  registration  of  a  foreign  branch  in  the  register  of  its 
"parent  company".  Consequently,  no  further  registration  would  be  necessary  in  the 
jurisdiction where the branch is located. 

4.5 Some comments asked for free access to registered business information all over 
the EU while others argued in favour of ensuring free access for public authorities to the 
registered data. 

4.6 There were some suggestions that were not strictly related to the interconnection of 
business  registers  but  belonged  to  the  broader  area  of  simplification  and  administrative 
burden reduction. In particular they asked for the reduction of filing requirements for 
businesses. 

4.7 Finally, some suggested developing a Europe-wide policy on company names.  

Next Steps 

The European Commission will prepare evidence on the advantages and disadvantages of 
the  possible  policy  options  by  assessing  their  potential  impacts.  The  results  of  this 
process will be summarised and presented in an impact assessment report, which will be 
made public. 

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Overview of the authorities responsible for business registration in the Member 
States 

Annex 2 

Type 

Member State 

Regional or local court 

Ministry or other central authority 

Austria, Belgium, Bulgaria, Czech 
Republic, France, Germany, Hungary, 
Poland, Romania, Slovakia 

Cyprus, Denmark, Estonia, Finland, 
Ireland, Latvia, Lithuania, Luxembourg, 
Malta, Portugal, Slovenia, Sweden, UK 

Chamber of commerce 

Greece, Italy, Netherlands 

Other 

Spain (‘registrador’) 

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First Company Law Directive (Directive 2009/101/EC) — number of companies 
(active enterprises) concerned 

Annex 3 

EU/EEA country 

Limited liability 
companies 

Number of 
enterprises: all 
legal forms**** 

101 841
150 151
85 206
1 045 919
46 869

Belgium* 
Bulgaria 
Czech Republic 
Denmark 
Germany** 
Estonia 
Greece* 
Spain 
France 
Ireland** 
Italy 
Cyprus 
Liechtenstein** 
Latvia 
Lithuania 
Luxembourg 
Hungary 
Malta** 
Netherlands*** 
Norway 
Austria 
Poland 
Portugal 
Romania 
Slovenia 
Slovakia 
Finland 
Sweden 
United Kingdom 
Total 
Source: Eurostat  
* Figures for Belgium and Greece were neither available from Eurostat nor provided by the governments. 
**  Figures  for  Germany,  Ireland,  Liechtenstein  and Malta  were  not  available  from  Eurostat.  The  figures 
used were sent directly by the relevant governments. 
***  Figures  for  the  Netherlands  provided  by  Kamer  van  Koophandel  (chamber  of  commerce),  October 
2009. 
****  Eurostat,  ‘Business  economy  overview’,  2009  edition,  number  of  enterprises  excluding  Belgium, 
Greece,  Norway  and  Liechtenstein.  For  Malta,  only  the  component  for  limited  liability  companies  was 
used. 

1 226 027
1 010 237
158 623
685 630
226 118
7 304
51 232
37 843
19 338
166 252
35 000
659 400
122 414
68 424
162 244
314 629
473 983
36 190
75 280
118 746
252 498
1 225 660  
8 563 058

18 960 000

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Annex 4 

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

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Annex 5 

Questionnaire 

Content of the business register  

1.  In  addition  to  the  list  of  items  in  Article  2  of  the  First  Company  law  Directive 
(2009/101/EC)  what  other  information  does  your  national  legislation  require  from 
limited-liability companies to submit to the business register? Please add reference to 
the relevant legislation. 

2.  Are there any data in the business register that is not accessible to the public? If so, 

what are they? 

3.  How often are companies required to update the information listed in Article 2 of the 
First Company law Directive, in the business register? In particular, how long after an 
event (e.g. change of the directors, change of registered office, liquidation/dissolution 
of  a  company)  is  the  change  entered  in  the  register  and  disclosed?  Please  add 
reference to the relevant legislation. 

4.  In the case where a company does not comply with the requirement referred to in Q3, 

what are the sanctions, if any? Please add reference to the relevant legislation. 

5.  Do you consider that there is any additional piece of business information that should 
be  made  accessible  through  the  business  register  in  every  Member  State,  i.e.  by 
which the list in Article 2 of the First Company law Directive should be completed? 
If so, what is it and why? 

6.  Do you consider that a possible future exchange of information should exclude any of 
the  items  mentioned  in  Article  2  of  the  First  Company  law  Directive?  If  so,  which 
items would be expendable and why? 

Legal value of the registered and disclosed business information 

7.  What is the "legal value" of the information stored and disclosed in the register? In 
particular, is "public trust" attached to it, i.e. to what extent can third parties rely on 
it? Is it a statement of facts, or is a rebuttable or non-rebuttable presumption attached 
to such information? Please add reference to the relevant legislation. 

Business registration 

8.  Does your national law require the application of the rules of the First Company law 
Directive on business registration (Articles 2-4 and 6-7) to companies or other legal 
entities other than the ones listed in Article 1 of the Directive? If so, to which legal 
forms? (see also Q16) 

9.  If your national legislation does not provide for preventive, administrative or judicial 
control at the time of formation of a company, in what legal form are the instrument 
of  constitution  (articles  of  association,  statute,  memorandum  and  any  amendments 
thereto)  drawn  up  and  certified  (Article  11  of  the  First  Company  law  Directive)? 
Please add reference to the relevant legislation. 

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Access to information by electronic means 

10. Can  you  access  the  information  disclosed  in  the  business  register  through  a  web-

based application and/or by e-mail? (see also Q19)  

Foreign branches 

11. What are the applicable rules for the registration of branches of foreign companies? 
In  particular,  are  companies  asked  to  update  the  data  required  by  the  Eleventh 
Company law Directive (89/666/EEC)? What are the sanctions if a company does not 
comply with the obligation? Please add reference to the relevant legislation. 

Cross-border mergers 

12. As  regards  cross-border  mergers,  how  is  the  second  subparagraph  of  Article  13  of 
Directive  2005/56/EC  applied  in  your  country,  i.e.  how  does  the  registry  of  the 
resulting company notify the former registry, of the registration of the merger? Please 
add reference to the relevant legislation. 

Cross-border seat transfers 

13. As regards the cross-border seat transfer of European Companies (SEs) and European 
Cooperative  Societies  (SCEs),  how  are  Article  8(11)  of  the  SE  Regulation  EC 
No.2157/2001 and Article 7(11) of the SCE Regulation EC No.1435/2003 applied in 
your country, i.e. how does the SE's or SCE's new registry notify the former registry, 
of the registration of the seat transfer? Please add reference to the relevant legislation. 

14. In the Member States where other limited-liability companies may transfer their seat 
across borders, how do the competent registers communicate with each other in the 
cross-border procedure? 

Practical experience 

15. Are you aware of any practical difficulties in relation to the application of the above 

rules? If so, what are they? 

Request for data 

Figures on companies that are subject to the First Company law Directive 

16. Do you know how many companies in your country are currently (in 2010) covered 
by the rules of the First Company law Directive on business registration (Articles 2-4 
and 6-7)? Could you provide us with a breakdown (according to legal forms) of the 
different categories? (see also Q8) 

Figures on cross-border operations 

17. Please  complete  the  table  with  the  figures  on  the  number  of  the  registered  cross-

border operations in your country: 

Operation 

2010 

2009 

2008 

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Cross-border mergers  

Cross-border  seat  transfers  of  European 
Companies (SE) 

Cross-border  seat  transfers  of  European 
Cooperative Societies (SCE) 

Cross-border  seat  transfers  of  other  limited 
liability companies (if applicable) 

Registration of branches of foreign companies 

Deletion of branches of foreign companies 

inbound 

outbound 

inbound 

outbound 

inbound 

outbound 

inbound 

outbound 

Figures on information requests by electronic means 

18. Please  complete  the  table  on  the  number  of  domestic  and  cross-border  information 

requests by electronic means: 

Origin of information requests to business 
registers106 

2010 

2009 

2008  2007 

Domestic (from the same MS) 

Cross-border (from another MS) 

Cross-border (from a third country) 

Figures on costs of electronic access to business information 

19. How much does it cost to access the information disclosed in the business register by 
electronic means (through a web-based application and/or by e-mail)? Please provide 
figures at least for the following documents and particulars: 

Type of information (Article 2 of the First CLD) 

Cost 

the instrument of constitution and the statutes 

106  

Please indicate if there was a significant change in the system of electronic access to information 
between 2007 and 2010. 

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Any amendments to the instruments of constitution and the statutes 

the complete text of the instrument or statutes as amended to date 

the appointment, termination of office and particulars of the persons 
who are authorised to represent the company in dealings with third 
parties and in legal proceedings (individually or jointly) or take part 
in the administration, supervision or control of the company 

the amount of the capital subscribed 

the accounting documents for each financial year  

Any change of the registered office of the company 

the winding-up of the company 

Any declaration of nullity of the company by the courts 

the  appointment  of  liquidators,  particulars  concerning  them,  and 
their respective powers 

the termination of the liquidation and the fact of striking off 

Please specify if access is free to a limited or unlimited set of data and whether you have 
packages or subscriptions available to access business information by electronic means? 
In the latter case, please specify the applicable fees. (see also Q10) 

Other information 

Please do not hesitate to add any other kind of related information or data you consider 
useful for this exercise. 

EN 

61 

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Exports by SMEs by destination 

Annex 6 

EN 

62 

   EN 

 
 
 
 
 
 
 
 
 
 
 
 
 
Imports by SMEs by origin 

Annex 7 

EN 

63 

   EN 

 
Annex 8 

EN 

64 

   EN 

 
 
 
Annex 9 

Members of the EBR network 

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

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

Czech Republic: Ministry of Justice (http://www.justice.cz/or)  

Denmark: Erhvervs- og Selskabsstyrelsen (http://www.cvr.dk) 

Estonia: Registrite ja Infosüsteemide Keskus (http://www.rik.ee) 

Finland: Patentti- ja rekisterihallitus (http://www.prh.fi) 

Former  Yugoslav  Republic  of  Macedonia:  Central  Register  of 
(http://www.crm.org.mk) 

the  Republic  of  Macedonia 

France: Institut National de la Propriété Industrielle (http://www.inpi.fr) 

Germany: Bundesanzeiger (www.bundesanzeiger.de)  

Greece/Athens: Athens Chamber of Commerce and Industry (http://www.acci.gr) 

Guernsey: Guernsey Registry (https://www.greg.gg) 

Ireland: Companies Registration Office (http://www.cro.ie) 

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

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

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

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

Luxembourg:  Registre  de  Commerce  et  des  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  the  Republic  of  Slovenia  for  Public  Legal  Records  and  Related  Services 
(http://www.ajpes.si) 

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

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

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

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

EN 

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Annex 10 

Products provided by members of the EBR 

Standard EBR reports 

Company 
search 

Company 
profile 

Person 
search 

Personal 
appointments 

Company 
appointments 

Other products 

x 

x 

x 

x 

x 

x 
x 

x 
x 

x 

x 
x 

x 

x 

x 

x 
x 

x 

x 
x 

x 

x 

Austria  

Belgium  

Czech 
Republic  

Denmark  

Estonia 

Finland  

France  
Former 
Yugoslav 
Republic  of 
Macedonia 
Germany 

Greece 

Guernsey 

Ireland 

Italy  

Jersey 

Latvia  

Luxembourg 

Netherlands 

Norway  

Serbia 

Slovenia 

Spain  

Sweden  

Ukraine 

United 
Kingdom 

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 from Trade 
Register, Annual 
accounts 
Annual accounts 

Annual accounts 

Annual accounts, 
Annual return 
Annual accounts 

Balance sheet, 
Profit and loss accounts, 
Annual accounts, 
Statutes, Certificate of 
registration  
Annual accounts, 
Articles of association, 
Incorporation deeds 

Annual accounts  

Annual accounts, Extract 
from Trade Register, 
Credit-rating report 
Annual accounts 
Annual accounts, 
Articles of association 

Annual accounts, Annual 
return, Articles of 
association, 
Incorporation documents 

EN 

66 

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Key 

EU Member State offering all products 

 EU Member State offering some products107 

Non-EU country offering all products 

Non-EU country offering some products 

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

Company  profile  means  the  usual  company  report  containing  basic  information  about  status,  company  type, 
address, paid-up capital and activities. 

Person search means a search by person name (or part thereof) or ID. It returns a list of legal or physical persons 
declared in the business register. 

Personal appointments means a list of the companies in which the person concerned holds a position. 

Company appointments means a list of company directors and administrators. Information about shareholders is 
not available. 

The table shows that more than half of the current EBR members do not provide the search options called for by 
the  EBR.  Among  the  EU  Member  States,  Austria,  France,  Germany,  Ireland,  Luxembourg,  the  Netherlands, 
Slovenia  and  Spain  apply  restrictions  on  searches.  The  Czech  Republic  is  not  yet  connected  to  the  network. 
Norway also applies restrictions on person searches. 

107 

The Czech Republic did not join the EBR until 20 May 2010 and offers no products yet. 

EN 

67 

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Number of branches of foreign companies in the EEA countries108 

Annex 11 

Member State 

Belgium 
Bulgaria 
Czech Republic 
Denmark 
Germany 
Estonia 
Greece 
Spain 
France 
Ireland 
Italy 
Cyprus 
Latvia 
Liechtenstein 
Lithuania 
Luxembourg 
Hungary 
Malta 
Netherlands 
Norway 
Austria 
Poland 
Portugal 
Romania 
Slovenia 
Slovakia 
Finland 
Sweden 
UK 
Total 

No of branches 
N/A
391
3 084
782
30 882
484
1 381
1 140
6 827
1 795
6 552
1 171
347
90
346
1 266
584
280
19 331
15 837
2 463
N/A
2 053
779
341
1 831
989
2 190
9 062
112 278

108  

The statistics of some of the EEA countries cannot differentiate between branches of foreign companies 
from inside or outside the EU/EEA. 

EN 

68 

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Number of newly registered branches of foreign companies in selected countries 

Annex 12 

EU/EEA country 

Bulgaria 
Czech Republic 
Denmark 
Estonia 
Ireland 
Cyprus 
Liechtenstein 
Lithuania 
Luxembourg 
Hungary 
Malta 
Norway 

Austria 

Poland 
Romania 
Slovenia 
Slovakia 
Finland 
Sweden 

United Kingdom 

Branches of foreign companies registered 
2009 
122 
237 
151 
27 
144 
73 
92 
32 
96 
130 
39 
4 119 
372 

2010 (partial) 
27 
102 
17 
2 
54 
24 
N/A 
5 
34 
56 
23 
1 741 
115 

2008 
239 
297 
171 
33 
196 
95 
91 
42 
103 
147 
36 
3 598 
371 

56 
40 
8 
75 
24 
195 

N/A 

169 
154 
18 
180 
101 
473 
474 
(April 2008-March 2009) 

232 
164 
18 
194 
121 
534 
874  
(April 2007-March 2008) 

This table illustrates the total number of foreign branches. The figures are very recent, covering the period from 
2008 to mid-2010, and cannot yet establish a trend. The decrease in the number of newly established branches 
from 2008 to 2009 seen in 14 out of the 20 countries might be a consequence of the adverse business climate 
over this period. 

EN 

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Data on transfers of registered office of SEs 

Annex 13 

Name of SE 

Graphisoft SE
DIAG Human SE
Afschrift SE
BIBO ZWEITE [..] SE
BOLBU Beteiligungsgesellschaft SE
Joh. A. Benckiser SE (JAB)
Jura Management SE (now 
transformed into GmbH))
MDM Holding SE
Narada Europe SE (liquidated)
Prosafe SE
Swiss Re International SE
AmRest Holdings SE
Arcelor Steel Trading SE
Atrium Dritte Europäische VV 
bluO SE
Elcoteq SE
Imperio Regere SE
MAI Luxembourg SE
Milium SE
RSL COM Germany SE
SEKISUI NordiTube Technologies
Spirall Solution SE
UBM International Holdings SE
United Consumer Media SE
UPRN 1 SE
World Nordic SE
Allpar SE
Ardanos Holdings SE
Bercy Charenton SE
Carthago Value Invest SE
Crius Capital SE
Equinox II SE
Europasta SE
Fotex Holding SE Nyrt
Guardian Middle East & Africa 
GUS International Holdings SE
GUS Ireland Holdings SE
GUS Overseas Holdings SE
GUS Overseas Investments SE
GUS US Holdings SE
International Engineering SE
Marcel Pourtout SE
Nyckel 0328 SE
Philippe Auguste SE
Powergen LS SE
Songa Offshore SE
Elster Group SE
James Hardie Industries SE
James Hardie Int. Holdings
Patroklos I SE
Total

Original 
regist-
ration
NL
CZ
BE
DE
DE
DE

New 
regist-
ration
HU
LI
LU
UK
UK
AT

NL
AT
NO
NO
UK
NL
NL
DE
DE
FI
CZ
LU
LU
DE
SE
CZ
LU
LU
LU
DK
LU
NL
NL
DE
CZ
NL
NL
HU
DK
NL
NL
NL
NL
NL
LU
NL
UK
NL
LU
NO
LU
NL
NL
SE
50

DE
CY
UK
CY
LU
PL
ES
IE
AT
LU
CY
UK
BE
UK
DE
CY
UK
UK
NL
CY
AT
FR
FR
IE
SK
FR
CZ
LU
LU
UK
UK
UK
UK
UK
AT
FR
SE
FR
UK
CY
DE
IE
IE
NL
50

Year of 
transfer

2005
2006
2007
2007
2007
2007

2007
2007
2007
2007
2007
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2010
2010
2010
2010

EN 

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The  information  in  this  Annex  is  extracted  from  ‘The  European  Company  (SE) 
Factsheets’  database  available  at:  http://ecdb.worker-participation.eu/.  This  database  is 
managed and updated by the research department of the European Trade Union Institute 
(ETUI)  (see:  http://ecdb.worker-participation.eu/).  ETUI  is  financially  supported  by  the 
European Union.  

The table above lists the transfers of the registered office of SEs. It shows that there had 
been 50 cases up to 1 July 2010. This is equivalent to around 8 % of all SEs that existed 
at the time. However, there is an upward trend in the number of transfers per year. After 
just one known transfer in both 2005 and 2006, there were nine in 2007, 15 in 2008 and 
20 in 2009. However, as the information on transfers is not recorded until some time after 
the  event,  there  might  have  been  more  transfers  than  indicated  above  in  2009  and, 
especially, in 2010. 

The most frequent destinations were the United Kingdom (13) and Cyprus (6), whereas 
SEs  seem  to  be  moving  away  from,  rather  than  entering,  the  Netherlands  (17), 
Luxembourg (9), Germany (7) and the Nordic countries (7).  

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Annex 14 

Glossary 

1.  Company:  In  this  impact  assessment  the  term  ‘company’  should  always  be 
understood as ‘limited liability company’ unless specified otherwise.  

2.  Business  register:  This  term  comprises  all  the  central,  commercial  and  companies 
registers covered by Article 3 of the first CLD.  

3. First CLD: Directive 2009/101/EC of the European Parliament and of the Council of 
16  September  2009  on  coordination  of  safeguards  which,  for  the  protection  of  the 
interests  of  members  and  third  parties,  are  required  by  Member  States  of  companies 
within the meaning of the second paragraph of Article 48 of the Treaty, with a view to 
making such safeguards equivalent (OJ L 258, 1.10.2009, pp. 11–19). 

4.  Eleventh  CLD:  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). 

5. Cross-Border Mergers Directive: Directive 2005/56/EC of the European Parliament 
and  of  the  Council  of  26 October  2005  on  cross-border  mergers  of  limited  liability 
companies (OJ L 310, 25.11.2005, p. 1). 

6. SE Regulation: Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a 
European company (SE) (OJ L 294, 10.11.2001, p. 1). 

7. SCE Regulation: Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a 
European Cooperative Society (SCE) (OJ L 207, 18.8.2003, p. 1). 

8.  Branch:  There  is  no  definition  in  EU  law.  In  general,  branches  are  not  independent 
legal  persons;  the  company  they  belong  to  is  responsible  for  their  debts  and  other 
obligations. 

9. Merger: (definition given in Directive 2005/56/EC) an operation whereby: 

(a) one or more companies, on being dissolved without going into liquidation, transfer all 
their  assets  and  liabilities  to  another  existing  company,  the  acquiring  company,  in 
exchange for the issue to their members of securities or shares representing the capital of 
that other company and, if applicable, a cash payment not exceeding 10 % of the nominal 
value,  or,  in  the  absence  of  a  nominal  value,  of  the  accounting  par  value  of  those 
securities or shares; or 

(b) two or more companies, on being dissolved without going into liquidation, transfer all 
their assets and liabilities to a company that they form, the new company, in exchange for 
the  issue  to  their  members  of  securities  or  shares  representing  the  capital  of  that  new 
company and, if applicable, a cash payment not exceeding 10 % of the nominal value, or, 
in  the  absence  of  a  nominal  value,  of  the  accounting  par  value  of  those  securities  or 
shares; or 

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72 

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(c) a company, on being dissolved without going into liquidation, transfers all its assets 
and liabilities to the company holding all the securities or shares representing its capital. 

10.  European  Business  Register  (EBR):  A  voluntary  network  that  combines  official 
business  registers  from  19  Member  States  and  six  other  European  jurisdictions 
(http://www.ebr.org).  

11.  BRITE  (Business  Register  Interoperability  Throughout  Europe):  A  research 
project  conducted  between  2006  and  2009  and  financed  under  the  Sixth  Framework 
Programme  that  developed  specific  technological  solutions  to  enhance  the  quality  of 
exchanges of information on cross-border transfers of registered office and mergers and 
foreign branch disclosure (http://www.briteproject.eu).  

12. Internal Market Information System (IMI): An electronic tool designed to support 
day-to-day cooperation between public administrations by making electronic exchanges 
of information between competent authorities possible. 

EN 

73 

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