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, administrative transparency, company law, exchange of information, private limited company, public limited company, registration of a company

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EUROPEAN COMMISSION 

Brussels, 24.2.2011 
COM(2011) 79 final 

2011/0038 (COD) 

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 

(Text with EEA relevance) 

SEC(2011) 223 final 
SEC(2011) 222 final 

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EXPLANATORY MEMORANDUM 

1. 

CONTEXT 

The  financial  crisis  has  highlighted  once  again  the  importance  of  transparency  across  the 
financial  markets,  including  on  companies  governance  and  business  activities.  The 
Competitiveness  Council  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  company 
information,  such  as  information  on  a  company's  legal  form,  its  seat,  capital,  legal 
representatives and annual accounts, and they make this information available to the public.  

Businesses  increasingly  expand  beyond  national  borders  using  the  opportunities  offered  by 
the single market. Progress in the field of information technology makes 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. Accordingly, there is an increasing demand for access to 
information  on  companies  in  a  cross-border  context,  either  for  commercial  purposes  or  to 
facilitate access to justice.  

Cross-border  access  to  business  information  requires  the  cross-border  cooperation  among 
business registers. Some cooperation between them already exists but it is limited to certain 
types  of  information  and  does  not  cover  all  Member  States.  It  is  therefore  not  sufficient  to 
satisfy  the  information  needs  induced  by  the  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 cross-
border.  

In 2007, the Commission launched an Action Programme for reducing administrative burdens 
in  order  to  improve  the  business  environment  for  EU  companies3  that  was  endorsed  by  the 
Spring  European  Council  in  March  20074.  In  2008,  a  large-scale  administrative  cost 
measurement exercise was carried out in which company law was considered a priority area5. 
The High Level Group of Independent Stakeholders on Administrative Burdens was fully in 
support of achieving interoperability between trade registers throughout Europe6. 

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Council Conclusions on the interconnection of business registers, 9678/10 
The term 'business register' used in the explanatory memorandum comprises all the central, commercial 
and  companies  registers  within  the  meaning  of  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, OJ L 258, 1.10.2009, p. 11. 
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 - 7224/07 
Cap  Gemini,  Deloitte,  Ramboll  Management:  Final  Report  for  Priority  Area  Annual  Accounts  / 
Company Law.  
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 

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The interconnection of business registers is one of the proposals in the Communication on the 
Single Market Act7 that aim to create a more business-friendly legal and fiscal environment 
and  can  also  contribute  to  the  agenda  Europe  20208  by  improving  confidence  in  the  single 
market. 

2. 

OBJECTIVES OF THE PROPOSAL 

The objectives of this initiative are to increase confidence in the European single market by 
ensuring a safer business environment for consumers, creditors and other business partners, to 
foster  the  competitiveness  of  European  business  by  reducing  administrative  burdens  and 
increasing  legal  certainty  and  to  improve  the  performance  of  public  administration  by 
promoting  cooperation  between  business  registers  in  Europe  in  procedures  for  cross-border 
mergers,  seat  transfers  and  updating  the  registration  of  foreign  branches  where  cooperation 
mechanisms are lacking or limited.  

The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to 
official business information by setting up an electronic network of registers and determining 
a  common  minimum  set  of  up-to-date  information  to  be  made  available  to  third  parties  by 
electronic means in every Member State.  

The amendments to Directive 89/666/EEC9 are intended to ensure that the business register of 
a  company  provides  up-to-date  information  on  the  status  of  the  company  to  the  business 
register of foreign branches all across Europe. 

The  amendments  to  Directive  2005/56/EC10  aim  to  improve  a  cooperation  framework 
between business registers in cross-border merger procedures. While Regulations 2157/200111 
and 1435/200312 require cross-border cooperation between business registers in relation to the 
transfer  of  the  registered  office  of  European  Companies  (SEs)  and  European  Cooperative 
Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the 
upcoming review of the Regulations.  

It is to note that the European e-Justice portal13 is to become the key point of access to legal 
information, legal and administrative institutions, registers, databases and other services in the 
EU. This proposal  is  complementary to the e-Justice project  and  should contribute  to easier 
access to business information through the portal. 

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Communication  from  the  Commission  to  the  European  Parliament,  the  Council,  the  Economic  and 
Social Committee and the Committee of Regions Towards a Single Market Act for a highly competitive 
social market economy (COM(2010) 608 final) 
European Council Conclusions EUCO 13/10 – 17 June 2010 
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. 
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. 
Council 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. 
Council  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. 
https://e-justice.europa.eu/home.do 

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3. 

LEGAL BASIS 

The  legal  basis  for  the  proposal  is  Article 50(2)(g)  of  the  Treaty  on  the  Functioning  of  the 
European Union.  

4. 

SUBSIDIARITY AND PROPORTIONALITY 

Nearly  two  decades  of  experience  with  the  voluntary  cooperation  of  European  business 
registers shows that self-regulation is not sufficient to achieve the objectives of this initiative. 
Neither can those objectives be achieved by the Member States as a common set of rules and 
conditions for cross-border cooperation between the registers needs to be established. If such 
provisions were determined at national level, they could be incompatible with each other and 
not suitable to achieve the objectives set.  

The  proposed  amendments  are  limited  to  what  is  necessary  to  establish  functioning 
communication  mechanisms  between  business  registers  in  the  areas  concerned  and  are 
proportionate to this objective. Action at EU level is therefore necessary and justified. 

5. 

CONSULTATION OF INTERESTED PARTIES 

On 5 November 2009, the European Commission adopted a Green Paper14 accompanied by a 
progress  report15  on  the  interconnection  of  business  registers.  The  progress  report  presented 
the  state  of  play  as  regards  the  existing  cooperation  mechanisms  between  business  registers 
and  other  authorities.  The  Green  Paper  complemented  the  report  by  considering  different 
policy options for the future.  

The  Green  Paper  formed  the  basis  of  a  public  consultation  that  was  conducted  between  5 
November  2009  and  31  January  2010.  Almost  all  respondents  expressed  their  support  for 
improving  of  the  interconnection  of  business  registers  in  the  EU.  There  was  a  broad 
agreement  that  such  a  network  would  only  have  real  added  value  with  respect  to  market 
transparency if it linked the business registers of all 27 Member States. As regards facilitating 
communication between registers in cross-border procedures (mergers, seat transfers, foreign 
branch  registration),  most  respondents  were  in  favour  of  a  solution  that  would  make 
automated data transmission possible between business registers.  

On  25  May  2010,  the  Competitiveness  Council  adopted  conclusions  welcoming  the 
Commission's  initiative  to  improve  the  interconnection  of  business  registers16.  The  Council 
underlined  that  the  initiative  should  ensure  that  all  Member  States  take  part  in  the  network, 
reliable, up-to-date and standardised data is transmitted through it and that there should be a 
legal  basis  for  cooperation  between  registers.  Moreover,  clear  channels  of  communication 
between  business  registers  should  ensure  that  they  cooperate  smoothly  in  cross-border 
procedures.  In  the  long  term,  the  possibility  to  connect  the  enhanced  network  of  business 
registers  to  the  electronic  network,  set  up  under  the  Transparency  Directive  (2004/109/EC), 
storing regulated information on listed companies could be examined. 

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Green Paper on the interconnection of business registers (COM(2009) 614 final). 
Commission staff working document (SEC(2009) 1492). 
9678/10 

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The European Parliament adopted a resolution on 7 September 2010 which expressed general 
support  for  the  project  and  emphasised  that  the  usefulness  of  the  project  for  the  further 
integration of the European Economic Area can only be exploited if all Member States take 
part in the network17.  

The  European  Economic  and  Social  Committee18  and  the  Committee  of  Regions19  adopted 
equally supportive opinions. 

6. 

IMPACT ASSESSMENT 

The Impact Assessment Board issued an opinion approving the report on 15 September 2010. 
Following the Board's comments, a number of improvements have been made in the impact 
assessment  report,  in  particular  with  respect  to  the  better  incorporation  of  the  technological 
solutions and the related costs in the analysis. The costs of the initiative, however, depend on 
the  chosen  ICT  solution.  This  choice  needs  to  be  made  in  the  implementation  phase  of  the 
project. 

The issues around the interconnection of business registers were grouped in three sections.  

6.1. 

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

Directive  89/666/EEC  requires  companies  to  disclose  some  data  and  documents  when  they 
open  a  branch  in  another  Member  State.  However,  companies  often  fail  to  update  this 
information.  The  omission  may  have  critical  consequences  for  the  protection  of  consumers 
and  business  partners  in  particular  when  the  register  of  the  branch  is  not  notified  of  the 
dissolution or the insolvency of the company. According to some surveys approximately 15% 
of  the  branches  of  foreign  companies  examined  do  not  have  an  existing  company  behind 
them, i.e. potentially 16.800 branches could be in this situation today. 

The lack of cooperation between business registers puts administrative burden on companies 
as they have to update the content of the register of the foreign branch. Providing a solution 
could entail possible savings of EUR 69 million.  

The impact assessment concludes that EU legislation should lay down a legal requirement for 
registers to cooperate by electronic means with regard to updating the registration of foreign 
branches and the Commission should determine the technical details of such cooperation in a 
delegated act. 

6.2. 

Difficulties  of  cooperation  between  registers  in  cross-border  merger  and  seat 
transfer procedures 

The  cross-border  cooperation  of  business  registers  in  cross-border  merger  and  seat  transfer 
procedures is required explicitly by EU legislation. While these provisions have the potential 
to speed up registration procedures and increase legal certainty, there remain practical issues 
as  regards  their  application  as  they  do  not  provide  guidance  on  the  method  of  sending  the 
notification or the question of translation. In practice, notifications between business registers 
are usually transmitted by regular mail in the language of the issuing authority.  

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European Parliament resolution on the interconnection of business registers, 2010/2055(INI). 
CES296-2010_PA.. 
CdR 20/2010. 

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The conclusion of the impact assessment is that EU legislation should delegate powers to the 
Commission  to  determine  the  technical  details  in  cross-border  merger  and  seat  transfer 
procedures in a delegated act.  

6.3. 

Difficult cross-border access to business information 

While  business  information  on  companies  is  easily  available  in  the  country  of  their 
registration, access to the same information from another Member State may be hindered by 
technical or language barriers. There is already a voluntary cooperation mechanism between 
register  (European  Business  Register)  but  it  does  not  cover  all  27  Member  States  and  the 
information that is accessible through the network varies from one country to another. 

Furthermore,  the  lack  of  a  unique  company  identifier  makes  identifying  and  tracking 
companies  difficult  in  cross-border  situations  (e.g.  mergers  or  groups).  Moreover,  the 
frequency  of  updating  business  information  is  currently  not  harmonised  and  there  is  no 
information available for the users of the data as regards its legal value (i.e. whether it can be 
relied on by third parties) in the different Member States. 

The impact assessment concluded that the best option to improve the existing situation would 
be  for  EU  law  to  lay  down  a  requirement  for  Member  States  to  participate  in  an  electronic 
network of registers, determine the list of information to be transmitted through the network 
and  the  frequency  of  updating  the  registered  information  and  that  the  Commission  should 
determine the technical details of the cooperation in a delegated act. 

7. 

EXPLANATION OF THE PROPOSAL 

7.1. 

Article 1: Amendment of Directive 89/666/EEC 

Paragraph  1  ensures  that  branches  (like  companies)  have  a  single  European  identifier  that 
allows for their clear identification and connection to the company they belong to. Paragraph 
2  makes  it  mandatory  for  the  register  of  a  foreign  branch  to  send  information  by  electronic 
means to the register of its company about the changes in the registered data. It should remain 
up for the Member States to decide how they act on such notification, i.e. whether they give 
legal value to it or consider it as a piece of information. In any case, they should ensure that 
branches of dissolved foreign companies are removed from the register as soon as possible. 
Paragraphs 3 and 4 contain the necessary rules on delegated acts and data protection.  

7.2. 

Article 2: Amendment of Directive 2005/56/|EC 

Paragraph  1  of  the  Article  contains  a  smaller  modification  making  clear  that  business 
registries send each other notifications by electronic means in cross-border merger procedures 
and  empowers  the  Commission  to  determine  in  delegated  acts  the  technical  details  of  the 
communication between the registers. The details of the delegation and data protection are in 
paragraphs 2 and 3. 

7.3. 

Article 3: Amendment of Directive 2009/101/EC 

Paragraph  1  of  the  Article  makes  sure  that  the  documents  and  particulars  in  the  Member 
States'  business  registers  are  always  up  to  date.  They  have  to  make  sure  that  the  registered 
data  is  updated  within  15  calendar  days  after  the  underlying  change  occurs.  In  order  to 

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comply  with  this  requirement,  Member  States  have  to  ensure  that  the  companies  file  the 
relevant changes on time and the change is registered without delay. 

Paragraph 2 aims to introduce a unique identifier for all European limited-liability companies 
that  would  facilitate  their  identification  at  the  European  level  and  would  allow  for  easier 
identification between companies and their foreign branches. Such an identifier could also be 
used  by  other  registers  identifying,  for  example,  listed  companies,  financial  institutions  or 
multinational groups. 

Paragraph 3 improves cross-border access to a common minimum set of registered business 
information  by  requiring  Member  States  to  make  the  documents  and  particulars  listed  in 
Article  2  and  registered  under  the  Directive's  requirements  available  through  a  single 
European electronic platform, e.g. a central web-service that allows search in all EU business 
registers. As there are differences between the Member States in implementing paragraphs 5-7 
of Article 3, in addition to the data listed in Article 2, a further piece of information should be 
attached  to  every  data  transmission  explaining  the  provisions  of  the  applicable  national 
company law on the legal value of the registered business information, in particular to what 
extent third parties can rely on it ('public trust').  

Paragraphs 4 and 6 require Member States to make their business registers interoperable and 
thus  set  up  an  electronic  network.  The  details  of  this  cooperation  should  be  elaborated  by 
experts and adopted in the form of a delegated act. Paragraph 5 determines the requirements 
for data protection. 

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2011/0038 (COD) 

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 

(Text with EEA relevance) 

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, 

Having  regard  to  the  Treaty  on  the  Functioning  of  the  European  Union,  and  in  particular 
Article 50(2)(g) thereof, 

Having regard to the proposal from the European Commission, 

After transmission of the draft legislative act to the national Parliaments, 

Having regard to the opinion of the European Economic and Social Committee20, 

Having consulted the European Data Protection Supervisor21, 

Acting in accordance with the ordinary legislative procedure, 

Whereas: 

(1) 

(2) 

Businesses  increasingly  expand  beyond  national  borders  using  the  opportunities 
offered  by  the  internal  market.  Cross-border  groups  as  well  as  a  many  restructuring 
operations, such as mergers and divisions involve companies from different Member 
States.  Consequently,  there  is  an  increasing  demand  for  access  to  information  on 
companies in a cross-border context. Official information on companies is, however, 
not always easily available on a cross-border basis.  

The  Eleventh  Council  Directive  89/666/EEC  of  21  December  1989  concerning 
disclosure  requirements  in  respect  of  branches  opened  in  a  Member  State  by  certain 
types  of  company  governed  by  the  law  of  another  State22  establishes  the  list  of 
documents  and  particulars  that  companies  have  to  disclose  in  the  register  of  their 
branch.  However,  there  is  no  legal  obligation  on  the  registers  to  exchange  data 
concerning  foreign  branches.  This  leads  to  legal  uncertainty  for  third  parties  in  the 
country  of  the  branch  where  important  changes  regarding  the  company  are  not 
reflected in the register.  

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OJ C , , p. . 
Opinion of …..OJ C ….. 
OJ L 395, 30.12.1989, p. 36.  

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(3) 

(4) 

(5) 

(6) 

(7) 

(8) 

(9) 

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Operations  such  as  cross-border  mergers  or  transfers  of  registered  office  have  made 
day-to-day cooperation of business registers a necessity. Directive 2005/56/EC of the 
European Parliament and of the Council of 26 October 2005 on cross-border mergers 
of  limited  liability  companies23  requires  the  registers  to  cooperate  across  borders. 
There  are,  however,  no  established  channels  of  communication  that  could  accelerate 
procedures, help overcome the language problems and enhance legal certainty.  

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  equivalent24  ensures,  inter  alia,  that  documents  and 
particulars  stored  in  the  register  can  be  accessed  by  paper  or  by  electronic  means. 
However, citizens and companies still need to search country-by-country, in particular 
as the current voluntary cooperation between registers has not proved to be sufficient. 

The  Commission  Communication  on  the  Single  Market  Act25  identified  the 
interconnection of central, commercial and companies registers as a measure to create 
a  more  business-friendly  legal  and  fiscal  environment.  The  interconnection  should 
the  competitiveness  of  European  business  by  reducing 
contribute 
administrative burdens and increasing legal certainty and thus contribute to exiting the 
crisis, one of the priorities of the agenda Europe 202026. It should also improve cross-
border communication between registers by using the innovations of information and 
communication technology. 

to  foster 

The  Council  Conclusions  of  25  May  2010  on  the  interconnection  of  business 
registers27 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 business.  

The  European  Parliament  emphasised  in  its  resolution  of  7  September  2010  on  the 
interconnection of business registers28 that the usefulness of the project for the further 
integration of the European Economic Area can only be exploited if all Member States 
take part in the network. 

The European e-Justice Action Plan29 provides for the development of a European e-
Justice Portal as the single access point for legal information, legal and administrative 
institutions,  registers,  databases  and  other  services  and  considers  the  interconnection 
of central, commercial and companies registers as an important element. 

Cross-border  access  to  business  information  can  only  be  improved  if  all  Member 
States engage in building an electronic network of registers and transmit information 
to business information users in a standardised way (similar content and interoperable 
technologies)  all  over  the  Union.  The  users  should  be  able  to  access  information 

OJ L 310, 25.11.2005, p. 1. 
OJ L 258, 1.10.2009, p. 11.  
COM(2010) 608 final 
European Council Conclusions EUCO 13/10 – 17 June 2010 
9678/10 
A7-0218/2010 
2009/C 75/01 

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through  a  single  European  electronic  platform  that  forms  part  of  the  electronic 
network. 

(10)  Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 
on the protection of individuals with regard to the processing of personal data and on 
the  free  movement  of  such  data30  should  govern  the  processing  of  personal  data, 
including the transmission of personal data through an electronic network, carried out 
in the Member States.  

(11)  A unique company identifier should be introduced, in addition to companies' existing 
registration  number,  in  order  to  facilitate  the  identification  of  companies  that  are 
present, for example through branches or subsidiaries, in more than one Member State. 

(12)  As  for  companies,  branches  should  also  have,  in  addition  to  their  number  in  the 
register, a unique identifier that allows their unequivocal identification in the European 
Economic  Area.  Amending  Directive  89/666/EEC  in  this  respect  should  make  it 
possible to establish a clear connection between companies and their foreign branches, 
this  being  necessary  for  the  regular  updating  of  information  in  the  register  of  the 
company  and  the  register  of  the  foreign  branch.  The  coherence  of  the  registered 
information should ensure that third parties have access to up-to-date data on branches 
in  their  Member  State.  While  Member  States  should  be  able  to  decide  on  the 
procedures they follow with respect to the branches registered in their territory, they 
have  to  ensure,  at  least,  that  the  branches  of  dissolved  companies  are  removed  from 
the register without undue delay.  

(13)  Directive 2005/56/EC should also be amended in order to ensure that communication 

between registers is carried out through the electronic network of registers.  

(14) 

In  order  to  ensure  that  there  are  no  significant  differences  in  the  quality  of  the 
documents and particulars registered in the Union, Member States should ensure that 
any information registered under Article 2 of Directive 2009/101/EC is updated, and 
the  update  is  disclosed,  not  later  than  on  the  fifteenth  calendar  day  after  the  event 
occurred that resulted in a change in the registered data. Furthermore, to improve the 
protection  of  third  parties  in  other  Member  States,  all  documents  and  particulars 
transmitted  through  the  network  should  be  accompanied  by  clear  information  on  the 
legal value thereof. 

(15)  The  Commission  should  be  empowered  to  adopt  delegated  acts  in  accordance  with 
Article 290 of the Treaty on the Functioning of the European Union in respect of the 
governance,  management,  operation,  representation  and  funding  of  the  electronic 
network,  the  conditions  for  countries  outside  the  European  Economic  Area  to 
participate  in  the  electronic  network,  the  minimum  security  standards,  the  use  of  a 
unique  identifier,  the  languages  used  by  the  electronic  network,  the  method  of 
transmitting  information  between  the  registers  ensuring  cross-border  access  to 
information,  the  interoperability  of  the  information  and  communication  technologies 
used by the members of the electronic network, the definition of standards on format, 
substance  and  limits  for  storing  and  retrieving  the  documents  and  particulars  that 
enables automated data exchange, the consequences of non-compliance, the method of 
identifying the link between a company and its foreign branch, the method of and the 

30 

OJ L 281, 23.11.1995, p. 31. 

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technical  standards  for  the  transmission  of  information  between  the  register  of  the 
company and the register of the branch, the technical standards for the transmission of 
information between the registers and the standard forms of notification of the cross-
border  merger  to  be  used  by  the  registers.  The  governance  of  the  network  should 
comprise  a  feedback  mechanism  for  users  so  that  their  needs  can  be  taken  into 
account.  It  is  necessary  that  the  powers  are  delegated  to  the  Commission  for  an 
indeterminate time, in order to allow the rules to be adjusted, if needed. 

(16)  Since  the  objectives  of  this  Directive,  namely  improving  cross-border  access  to 
business information, ensuring that up-to-date information is stored in the register of 
branches and establishing clear channels of communication between registers in cross-
border registration procedures, cannot be sufficiently achieved by Member States and 
can therefore, by reason of the scale and effects, be better achieved at Union level, the 
Union may adopt measures in accordance with the principle of subsidiarity as set out 
in Article 5 of the Treaty of the European Union. In accordance with the principle of 
proportionality,  as  set  out  in  that  Article,  this  Directive  does  not  go  beyond  what  is 
necessary in order to achieve those objectives. 

(17)  Directives  89/666/EEC,  2005/56/EC  and  2009/101/EC  should  therefore  be  amended 

accordingly, 

HAVE ADOPTED THIS DIRECTIVE: 

Article 1 
Amendments to Directive 89/666/EEC 

Directive 89/666/EC is amended as follows: 

(1) 

In Article 1, the following paragraph 3 is added: 

3. Branches shall have a unique identifier that allows their unequivocal identification in the 
European Economic Area. 

(2) 

The following Article 5a is inserted: 

'Article 5a 

1.  The  register  of  the  branch  shall  notify,  without  delay,  through  the  electronic  network 
referred  to  in  Article  4a  of  Directive  2009/101/EC  of  the  European  Parliament  and  of  the 
Council(*), the register of the company of any changes in the documents and particulars listed 
in Article 2 of this Directive.  

2.  Member  States  shall  determine  the  legal  procedure  to  be  followed  on  receipt  of  the 
notifications  referred  to  in  paragraph  1  of  this  Article  and  in  Article  4a(2)  of  Directive 
2009/101/EC.  Such  procedures  shall  ensure  that  branches  of  companies  that  have  been 
dissolved or otherwise removed from the register are closed without undue delay. 

3. The Commission shall adopt delegated acts in accordance with Article 11a and subject to 
the conditions of Articles 11b and 11c specifying the following: 

a) the method of identifying the link between a company and its branch;  

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b) the method of and the technical standards for the transmission of information between the 
register of the company and the register of the branch.' 

______  

(*) OJ L 258, 1.10.2009, p. 11.' 

(3) 

The following Section IIIa is inserted: 

'SECTION IIIA 

DELEGATED ACTS 

Article 11a 

1.  The  power  to  adopt  delegated  acts  referred  to  in  Article  5a(3)  shall  be  conferred  on  the 
Commission for an indeterminate period of time. 

2. As soon as the Commission adopts a delegated act, it shall notify it simultaneously to the 
European Parliament and to the Council. 

3. The power to adopt delegated acts is conferred on the Commission subject to the conditions 
laid down in Articles 11b and 11c. 

Article 11b 

1.  The  delegation  of  powers  referred  to  in  Article  11a  may  be  revoked  at  any  time  by  the 
European Parliament or by the Council. 

2. The institution which has commenced an internal procedure for deciding whether to revoke 
the delegation of powers shall endeavour to inform the other institution and the Commission 
within  a  reasonable  time  before  the  final  decision  is  taken,  indicating  the  delegated  power 
which could be subject to revocation. 

3. The decision of revocation shall put an end to the delegation of the powers specified in that 
decision. It shall take effect immediately or at a later date specified therein. It shall not affect 
the validity of the delegated acts already in force. It shall be published in the Official Journal 
of the European Union. 

Article 11c 

1. The European Parliament and the Council may object to a delegated act within a period of 
two months from the date of notification.  

At the initiative of the European Parliament or the Council this period shall be extended by 
two months.  

2.  If,  on  the  expiry  of  this  period,  neither  the  European  Parliament  nor  the  Council  has 
objected  to  the  delegated  act,  it  shall  be  published  in  the  Official  Journal  of  the  European 
Union and shall enter into force on the date stated therein.  

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12 

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The delegated act may be published in the Official Journal of the European Union and enter 
into force before the expiry of that period if the European  Parliament and the  Council have 
both informed the Commission of their intention not to raise objections. 

3. If the European Parliament or the Council objects to a delegated act, it shall not enter into 
force. The institution which objects shall state the reasons for objecting to the delegated act.' 

(4) 

The following Section IIIb is inserted: 

'SECTION IIIB 

DATA PROTECTION 

Article 11d 

The processing of personal data carried out in the context of this Directive shall be subject to 
Directive 95/46/EC of the European Parliament and of the Council(*). 

______  

(*) OJ L 281, 23.11.1995, p. 31.' 

Article 2 
Amendments to Directive 2005/56/EC 

Directive 2005/56/EC is amended as follows: 

(1) 

Article 13 is replaced by the following: 

'Article 13 

1. The law of each of the Member States to whose jurisdiction the merging companies were 
subject  shall  determine,  with  respect  to  the  territory  of  that  State,  the  arrangements,  in 
accordance  with  Article  3  of  Directive  2009/101/EC  of  the  European  Parliament  and  of  the 
Council(*),  for  publicising  completion  of  the  cross-border  merger  in  the  public  register  in 
which each of the companies is required to file documents.  

The registry for the registration of the company resulting from the cross-border merger shall 
notify,  without  delay,  through  the  electronic  network  referred  to  in  Article  4a  of  Directive 
2009/101/EC, the registry in which each of the companies was required to file documents that 
the cross-border merger has taken effect. Deletion of the old registration, if applicable, shall 
be effected on receipt of that notification, but not before. 

2. The Commission shall adopt delegated acts in accordance with Article 17a and subject to 
the conditions of Articles 17b and 17c specifying the following:  

a) the technical standards for the transmission of information between the registries;  

b) the standard forms of notification of the cross-border merger to be used.' 

_____  

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(*) OJ L 258, 1.10.2009, p. 11.' 

(2) 

The following Articles 17a, 17 b and 17c are inserted: 

'Article 17a 

Exercise of the delegation 

1.  The  power  to  adopt  delegated  acts  referred  to  in  Article  13(2)  shall  be  conferred  on  the 
Commission for an indeterminate period of time. 

2. As soon as the Commission adopts a delegated act, it shall notify it simultaneously to the 
European Parliament and to the Council. 

3. The power to adopt delegated acts is conferred on the Commission subject to the conditions 
laid down in Articles 17b and 17c. 

Article 17b 

Revocation of the delegation 

1. The delegation of powers referred to in Article 13(2) may be revoked at any time by the 
European Parliament or by the Council. 

2. The institution which has commenced an internal procedure for deciding whether to revoke 
the delegation of powers shall endeavour to inform the other institution and the Commission 
within  a  reasonable  time  before  the  final  decision  is  taken,  indicating  the  delegated  power 
which could be subject to revocation. 

3. The decision of revocation shall put an end to the delegation of the powers specified in that 
decision. It shall take effect immediately or at a later date specified therein. It shall not affect 
the validity of the delegated acts already in force. It shall be published in the Official Journal 
of the European Union. 

Article 17c 

Objection to delegated acts 

1. The European Parliament and the Council may object to a delegated act within a period of 
two months from the date of notification.  

At the initiative of the European Parliament or the Council this period shall be extended by 
two months.  

2.  If,  on  the  expiry  of  this  period,  neither  the  European  Parliament  nor  the  Council  has 
objected  to  the  delegated  act,  it  shall  be  published  in  the  Official  Journal  of  the  European 
Union and shall enter into force on the date stated therein.  

The delegated act may be published in the Official Journal of the European Union and enter 
into force before the expiry of that period if the European  Parliament and the  Council have 
both informed the Commission of their intention not to raise objections. 

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3. If the European Parliament or the Council objects to a delegated act, it shall not enter into 
force. The institution which objects shall state the reasons for objecting to the delegated act.' 

(3) 

The following Article 17d is inserted: 

'Article 17d 

Data protection 

The processing of personal data carried out in the context of this Directive shall be subject to 
Directive 95/46/EC of the European Parliament and of the Council(*).' 

______  

(*) OJ L 281, 23.11.1995, p. 31.' 

Article 3 
Amendments to Directive 2009/101/EC 

Directive 2009/101/EC is amended as follows: 

(1) 

In Article 2, the following paragraph is added: 

'Member States shall take the measures required to ensure that any changes in the documents 
and particulars referred to in the first paragraph is disclosed within 15 calendar days.'  

(2) 

In Article 3(1), the following subparagraph is added: 

'Companies  shall  have  a  unique  identifier  that  allows  for  their  unequivocal  identification  in 
the European Economic Area.' 

(3) 

The following Article 3a is inserted: 

'Article 3a 

1. Member States shall ensure that the documents and particulars referred to in Article 2 that 
have  been  filed  with  their  register  can  be  obtained,  on  application  by  any  applicant,  by 
electronic  means  through  a  single  European  electronic  platform  accessible  from  every 
Member State. 

2. Member States shall also ensure that for each document and particular kept in their register 
and transmitted in accordance with paragraph 1, clear information is attached explaining the 
provisions of national law according to which third parties can rely on those documents and 
particulars, in accordance with paragraphs 5, 6 and 7 of Article 3. 

3.  The  fees  charged  for  obtaining  documents  and  particulars  shall  not  exceed  the 
administrative costs thereof.' 

(4) 

The following Article 4a is inserted: 

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'Article 4a 

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1. Member States shall take the necessary measures to ensure that the registers referred to in 
Article  3(1)  are  interoperable  and  form  an  electronic  network  (hereinafter  referred  to  as  the 
electronic network). 

2. The register of the company shall notify, without delay, through the electronic network the 
register of its branch about any changes in the documents and particulars listed in Article 2 of 
Directive 89/666/EEC(*). 

3. The Commission shall adopt delegated acts in accordance with Article 13a and subject to 
the conditions of Articles 13b and 13c specifying the following: 

a)  the  rules  concerning  the  governance,  management,  operation  and  representation  of  the 
electronic network; 

(b) the funding of the electronic network; 

(c)  the  conditions  for  countries  outside  the  European  Economic  Area  to  participate  in  the 
electronic network; 

(d) the minimum security standards for the electronic network; 

(e) the use of a unique identifier; 

(f) the languages used by the electronic network; 

(g) the method of transmitting information between the registers ensuring cross-border access 
to  information  in  accordance  with  Article  3a,  including  the  choice  of  the  single  European 
electronic platform;  

h)  the  interoperability  of  the  information  and  communication  technologies  used  by  the 
members of the electronic network, including a payment interface; 

i)  the  definition  of  standards  on  format,  substance  and  limits  for  storing  and  retrieving  the 
documents and particulars that enables automated data exchange; 

j)  the  consequences  of  non-compliance  with  the  conditions  in  points  a)  to  i)  and  how  to 
enforce these conditions.' 

_____  

(*) OJ L 395, 30.12.1989, p. 36. 

(5) 

The following Article 7a is inserted: 

'Article 7a 

The processing of personal data carried out in the context of this Directive shall be subject to 
Directive 95/46/EC of the European Parliament and of the Council(*).' 

______  

(*) OJ L 281, 23.11.1995, p. 31. 

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(6) 

The following Chapter 4a is inserted: 

'CHAPTER 4A 

DELEGATED ACTS 

Article 13a 

1.  The  power  to  adopt  delegated  acts  referred  to  in  Article  4a(3)  shall  be  conferred  on  the 
Commission for an indeterminate period of time. 

2. As soon as the Commission adopts a delegated act, it shall notify it simultaneously to the 
European Parliament and to the Council. 

3. The power to adopt delegated acts is conferred on the Commission subject to the conditions 
laid down in Articles 13b and 13c. 

Article 13b 

1.  The  delegation  of  powers  referred  to  in  Article  13a  may  be  revoked  at  any  time  by  the 
European Parliament or by the Council. 

2. The institution which has commenced an internal procedure for deciding whether to revoke 
the delegation of powers shall endeavour to inform the other institution and the Commission 
within  a  reasonable  time  before  the  final  decision  is  taken,  indicating  the  delegated  power 
which could be subject to revocation. 

3. The decision of revocation shall put an end to the delegation of the powers specified in that 
decision. It shall take effect immediately or at a later date specified therein. It shall not affect 
the validity of the delegated acts already in force. It shall be published in the Official Journal 
of the European Union. 

Article 13c 

1. The European Parliament and the Council may object to a delegated act within a period of 
two months from the date of notification.  

At the initiative of the European Parliament or the Council this period shall be extended by 
two months.  

2.  If,  on  the  expiry  of  this  period,  neither  the  European  Parliament  nor  the  Council  has 
objected  to  the  delegated  act,  it  shall  be  published  in  the  Official  Journal  of  the  European 
Union and shall enter into force on the date stated therein.  

The delegated act may be published in the Official Journal of the European Union and enter 
into force before the expiry of that period if the European  Parliament and the  Council have 
both informed the Commission of their intention not to raise objections. 

3. If the European Parliament or the Council objects to a delegated act, it shall not enter into 
force. The institution which objects shall state the reasons for objecting to the delegated act.' 

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Article 4 
Transposition 

1. 

Member  States  shall  bring  into  force  the  laws,  regulations  and  administrative 
provisions necessary  to  comply  with  this  Directive  by  1  January  2014  at  the  latest. 
They  shall  forthwith  communicate  to  the  Commission  the  text  of  those  provisions 
and a correlation table between those provisions and this Directive. 

When  Member  States  adopt  those  provisions,  they  shall  contain  a  reference  to  this 
Directive  or  be  accompanied  by  such  a  reference  on  the  occasion  of  their  official 
publication. Member States shall determine how such reference is to be made. 

2. 

Member States shall communicate to the Commission the text of the main provisions 
of national law which they adopt in the field covered by this Directive. 

Article 5 
Entry into force 

This Directive shall enter into force on the twentieth day following that of its publication in 
the Official Journal of the European Union. 

Article 6 
Addressees 

This Directive is addressed to the Member States. 

Done at Brussels,  

For the European Parliament 
The President 

For the Council 
The President 

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