COMMISSION STAFF WORKING DOCUMENT IMPACT ASSESSMENT REPORT Accompanying the document Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law
Date: 2023-03-29
Institutions: Directorate-General for Justice and Consumers, European Commission
Subjects: access to information, administrative cooperation, company law, cross-frontier data flow, digital transformation, digitisation, registration of a company, right of establishment, single market, small and medium-sized enterprises

EN 

  EN 

   EUROPEAN COMMISSION  Brussels, 29.3.2023  SWD(2023) 178 final  COMMISSION STAFF WORKING DOCUMENT  IMPACT ASSESSMENT REPORT  Accompanying the document Proposal for a   DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law {COM(2023) 177 final} - {SEC(2023) 377 final} - {SWD(2023) 177 final} - {SWD(2023) 179 final}  
 
 
Table of Contents 

1. 

INTRODUCTION: POLITICAL AND LEGAL CONTEXT ............................................................... 1 

1.1.  Political context ................................................................................................. 1 
1.2.  Legal context ..................................................................................................... 3 
1.3.  Scope of the impact assessment ........................................................................ 4 

2. 

PROBLEM DEFINITION .................................................................................................................... 4 

2.1.  What are the problems? ..................................................................................... 4 
2.2.  Reliable  company  data  is  not  sufficiently  available  and/or  comparable  cross-

border ................................................................................................................. 6 

2.3.  Direct  use  of  company  data  is  hindered/not  possible  when  setting  up  cross-

border subsidiaries and branches ..................................................................... 12 

2.4.  Direct use of company information is hindered or not possible in all cross-border 

activities and situations, including administrative and court procedures ........ 14 
2.5.  What are the problem drivers? ........................................................................ 16 
2.5.1. Company data is not available in business registers and/or cross-border through 

BRIS ................................................................................................................ 16 

2.5.2. Limited  functionalities  in  BRIS  (e.g.  search  criteria,  no  interconnection  with 

other EU interconnection systems) .................................................................. 18 

2.5.3. Different intensity and procedures in Member States to verify the correctness of 

company information before it is entered in business registers ...................... 18 

2.5.4. Company  data  originating  from  other  Member  States’  business  registers  is  not 

recognised cross-border and subject to formalities ......................................... 19 
2.5.5. Divergent company extracts ............................................................................ 20 
2.6.  How likely is the problem to persist? .............................................................. 21 

3.  WHY SHOULD THE EU ACT? ........................................................................................................ 22 

3.1.  Legal basis ....................................................................................................... 22 
3.2.  Subsidiarity: Necessity of EU action ............................................................... 22 
3.3.  Subsidiarity: Added value of EU action .......................................................... 23 

4.  OBJECTIVES: WHAT IS TO BE ACHIEVED? ............................................................................... 23 

4.1.  General objectives ........................................................................................... 23 
4.2.  Specific objectives ........................................................................................... 24 
4.2.1. Increasing the amount and improving the reliability of company data available in 

business registers and/or BRIS ........................................................................ 24 

4.2.2. Enabling direct use of company data available in business registers when setting 
up  cross-border  branches/subsidiaries  and  in  other  cross-border  activities  and 
situations .......................................................................................................... 24 

5.  WHAT ARE THE AVAILABLE POLICY OPTIONS? .................................................................... 25 

5.1.  What is the baseline from which options are assessed? .................................. 25 
5.2.  Description of the policy options .................................................................... 26 
5.2.1. Policy  options  1  to  make  more  company  information  available  in  business 

registers and/or BRIS ...................................................................................... 26 

 
 
 
5.2.2. Policy  options  2  to  interconnect  BRIS  with  other  systems  and  enable  better 

searches ............................................................................................................ 28 

5.2.3. Policy options 3 to ensure an adequate verification of company data before it is 

entered into the business register ..................................................................... 29 

5.2.4. Policy options 4 to enable direct use of company data from business registers in 

cross-border situations ..................................................................................... 30 
5.3.  Options discarded at an early stage ................................................................. 32 

6.  WHAT ARE THE IMPACTS OF THE POLICY OPTIONS AND HOW DO THEY COMPARE? . 32 

6.1.  Policy  options  1  to  make  more  company  information  available  in  business 

registers and/or BRIS ...................................................................................... 33 

6.2.  Policy  options  2  to  interconnect  BRIS  with  other  systems  and  enable  better 

searches ............................................................................................................ 36 

6.3.  Policy options 3 to ensure an adequate verification of company data before it is 

entered into the business register ..................................................................... 38 

6.4.  Policy options 4 to enable direct use of company data from business registers in 

cross-border situations ..................................................................................... 40 
6.5.  Comparison of impacts .................................................................................... 43 

7. 

PREFERRED OPTION ...................................................................................................................... 44 

7.1.  Package of preferred measures ........................................................................ 44 
7.2. 
Impacts of the package .................................................................................... 44 
7.3.  Application of the ‘one in, one out’ approach ................................................. 48 

8.  HOW WILL ACTUAL IMPACTS BE MONITORED AND EVALUATED? .................................. 48 

ANNEX 1: PROCEDURAL INFORMATION ............................................................................................ 50 

ANNEX 2: STAKEHOLDER CONSULTATION (SYNOPSIS REPORT) ................................................ 55 

ANNEX 3: WHO IS AFFECTED AND HOW? .......................................................................................... 69 

ANNEX 4: ANALYTICAL METHODS ..................................................................................................... 73 

ANNEX 5: INTERVENTION LOGIC ....................................................................................................... 136 

ANNEX 6: NUMBER OF COMPANIES, BRANCHES AND SUBSIDIARIES ..................................... 137 

ANNEX 7: ESTIMATED COSTS - FOR ELECTRONIC COMPANY EXTRACTS ACROSS THE EU 143 

ANNEX 8: ESTIMATED COSTS FOR  APOSTILLES  AND  CERTIFIED TRANSLATION ACROSS THE 

EU MEMBER STATES ................................................................................................................... 144 

ANNEX 9: EU RULES IN OTHER POLICY AREAS RELATED TO THIS INITIATIVE .................... 145 

ANNEX 10: OPTIONS DISCARDED AT AN EARLY STAGE .............................................................. 148 

ANNEX 11: BUSINESS REGISTERS INTERCONNECTION SYSTEM (BRIS) ................................... 151 

ANNEX 12: OVERVIEW OF NATIONAL RULES ................................................................................. 155 

ANNEX 13: THE SME TEST – SUMMARY OF RESULTS ................................................................... 158 

ANNEX  14:  RESULTS  OF  THE  SME  PANEL  CONSULTATION  ON  UPGRADING  DIGITAL 

COMPANY LAW ............................................................................................................................. 160 

ANNEX 15: LIST OF MEETINGS UNDER TARGETED CONSULTATIONS AND VIRTUAL MEETINGS

 .......................................................................................................................................................... 167 

 
 
 
 
Term or acronym 

Meaning or definition 

Glossary 

AML Directive 

BRIS 

BORIS 

CLEG 

Anti-Money  Laundering  Directive  -  Directive  2015/849  on  the 
prevention of the use of the financial system for the purposes of 
money laundering or terrorist financing as amended by Directive 
(EU) 2018/843 

Business  Registers  Interconnection  System  established  by 
Directive 2012/17/EU 

Beneficial  Ownership  Registers 
established by Directive 2015/849 

Interconnection  System 

Company  Law  Expert  Group,  consisting  of  Member  State 
representatives responsible for company law issues 

eIDAS Regulation 

Regulation  (EU) 910/2014  on electronic identification and trust 
services for electronic transactions in the internal market  

EPREL 

ESAP 

EUID 

FATF 

ICLEG 

IRI 

LRI 

PoA 

European Product Registry for Energy Labelling  

European single access point 

European Unique Identification Number 

Financial Action Task Force 

Informal Company Expert Group on company law and corporate 
governance,  consisting  of  company 
law  professors  and 
practitioners 

Interconnection of insolvency registers 

Land Registers Interconnection system 

Power of Attorney document 

SDG Regulation 

Regulation (EU) 2018/1724 establishing a single digital gateway 
to provide access to information, to procedures and to assistance 
and problem-solving services 

TFEU 

Treaty on the Functioning of the European Union 

 
 
 
 
 
1. 

INTRODUCTION: POLITICAL AND LEGAL CONTEXT 

1.1. 

Political context 

The  Single  Market  has  generated  new  opportunities  for  European  companies  and  consumers, 
created millions of jobs and strengthened the productivity and global competitiveness of European 
companies over the last decades. The COVID-19 pandemic and, more recently, the war in Ukraine, 
highlighted the dependence of the European economy on external factors and underlined the value 
of  the  Single  Market  for  the  European  economy.  The  European  Council  conclusions  of  24-25 
March  2022  highlighted  that  “the  Single  Market  remains  one  of  the  European  Union’s  primary 
assets  for  sustainable  growth  and  job  creation,  and  is  key  to  accelerating  its  green  and  digital 
transitions as well as strengthening the resilience of our economies”, and, in particular, called for 
implementing the Industrial and SME Strategies, “completing the Single Market, in particular for 
digital and services”,  “preventing bottlenecks  as  well as  removing  remaining unjustified barriers 
and administrative burdens and avoiding new ones”. 
In the Single Market, there are around 26 million enterprises1 employing 133 million persons. The 
overwhelming  majority  of  these  enterprises  are  micro,  small  and  medium-sized  enterprises 
(SMEs)2. They need a predictable legal framework that is conducive to growth and adapted to face 
the new  economic  and social challenges in  an increasingly digital  world.  Such  framework should 
provide companies with an enabling environment: to be set up, to operate, to expand across borders 
and,  in  general,  to  make  most  of  their  potential  without  unjustified  barriers  and  administrative 
burden. EU company law plays an important role in laying down such a framework.   

The  company  law  framework,  which  encompasses  the  roles  and  responsibilities  of  the  business 
registers,  needs  to  respond  to  new  challenges.  The  developments  in  digitalisation  and  technology 
have fundamentally changed how business registers operate, and how business registers, companies 
and stakeholders, in particular public authorities, interact with one another on company law related 
issues. These changes were further amplified by the recent COVID-19 pandemic, which proved that 
digital  tools  are  essential  to  ensure  the  continuity  of  business  operations  and  companies’ 
interactions with business registers and authorities.  

In a more digitalised world, transparency and data about companies have gained a new dimension. 
Originally,  the  purpose  of  the  public  disclosure  requirements  about  company  data  in  the  business 
registers was to protect third parties such as creditors. Today, the call for transparency goes much 
beyond this. Companies and investors need to get access to company data in order to find business 
partners  and  investment  targets  across  the  Single  Market.  Furthermore,  whether  it  is  due  to  the 
Panama  Papers,  Lux  leaks  or  issues  related  to  posted  workers  and  social  unfairness,  civil  society 
increasingly asks for more transparency about companies3. In addition, the role of business registers 
has  developed  beyond  their  traditional  role  of  registering  corporate  entities.  Today,  there  are 
increasing demands for access to more reliable company data from business registers. There is also 
an increasing need for a close co-operation with other public authorities across the Single Market, in 
particular  those  responsible  for  anti-money  laundering/countering  the  financing  of  terrorism, 

1 Eurostat, Business Demography Statistics 2022 define enterprise as ‘the smallest combination of legal units that is an 
organisational  unit  producing  goods  or  services….  An  enterprise  carries  out  one  or  more  activities  at  one  or  more 
locations’. An enterprise may thus be a sole legal unit but also a combination of legal units;  
2According to the latest June 2022 annual report on SMEs,  there were approximately 22.8 million SMEs active in the 
EU-27 and these SMEs accounted for 99.8% of all enterprises in the non-financial business sector (i.e. NACE sectors of 
the  economy  except  some  such  as  agriculture,  financial  and  insurance  activities,  human  health  and  social  work 
activities, education, arts, other service activities); SME Performance Review (europa.eu). 
3  Study  on  “Letterbox  companies:  overview  of  the  phenomenon  and  existing  measures”;  Letterbox  companies  - 
Publications Office of the EU (europa.eu). 

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taxation  or  law  enforcement,  e.g.  to  create  better  conditions  to  counteract  abuse  or  fraud,  or  to 
effectively implement EU sanctions (e.g. against Russia or Belarus).  

The EU company law was recently updated in response to digital developments to provide rules for 
fully  online  formation  of  limited  liability  companies,  registration  of  branches  and  fully  online 
submission of documents in the business registers4. The initiative subject to this impact assessment 
upgrades the EU digital company law further by addressing the need to increase the availability of 
company  information  in  business  registers,  in  particular  at  cross-border  level,  and  to  remove 
administrative barriers and burdens through the use of digital tools and processes when companies 
and public authorities use such information.  

In a market characterised by the absence of internal borders, being able to access and use company 
data cross-border easily and without administrative burden underpins the economic activity  and is 
essential to  create  a safer and more favourable economic  environment  for companies,  consumers, 
and  other  stakeholders  (investors,  creditors,  employees).  Such  conditions,  in  turn,  are  essential  to 
ease doing business for companies, in particular SMEs, help them find ways to explore and expand 
to other EU markets, and therefore contribute to an economic rebound following the pandemic.   

Contribution to the political priorities and to other political initiatives  
The Communication 2030 Digital Compass: the European way for the Digital Decade5 called for 
intensification  of  the  ongoing  work  to  accelerate  Europe’s  digital  transformation  and  stressed  the 
importance  of  providing  key  public  services  online  for  European  citizens  and  businesses.  In  this 
context,  it  set  a  target  that  100%  of  key  public  services should  be  available  online  for  European 
citizens  and  businesses  by  2030.  It  also  stressed  the  importance  of  creating  connected  public 
administrations,  including  through  the  use  of  the  once-only  principle.  The  importance  of  digital 
tools for businesses to access information, interact with authorities and enjoy access to justice, and 
the need for appropriate tools for authorities and legal professionals to communicate, exchange or 
submit  documents  securely  cross-border  was  also  strongly  underlined  in  the  Communication 
Digitalisation of justice in the European Union - A toolbox of opportunities6.  

This  proposal  is  included  in  the  2023  Commission  Work  Programme  as  one  of  the  key  actions 
under the Commission’s headline ambition of “Europe fit for the digital age”7. Under this headline 
ambition,  the  planned  initiative  will  directly  contribute  to  the  objectives  set  out  in  these 
Communications  and  in  that  way,  it  will  be  also  very  relevant  in  responding  to  the  call  from  the 
European Council on completing the Single Market, in particular for digital and services. 
The  Communications  Updating  the  2020  New  Industrial  Strategy8  and  SME  Strategy  for  a 
sustainable  and  digital  Europe9  underlined  the  importance  of  strengthening  the  resilience  of  the 
Single Market and the role of a well-functioning Single Market to accelerate the recovery after the 
pandemic,  and  highlighted  the  important  role  that  SMEs  play  in  that  context  and  in  leading  the 
green  and  digital  transitions.  The  SME  strategy,  especially,  mentioned  that  “the  Commission  will 
consult  and  assess  the  need  for  additional  company  law  measures  to  facilitate  cross-border 
expansion  and  scale-up  by  SMEs”.  The  planned  initiative  will  contribute  to  these  strategies,  in 
particular by aiming to abolish and reduce formalities in relation to use of company information in 
cross-border  situations  and  to  make  the  setting  up  of  subsidiaries  and  branches  in  other  Member 
States less time-consuming and more cost-effective. This will be very relevant in the context of the 

4 Directive (EU) 2019/1151 amending Directive (EU) 2017/1132   
5 COM(2021) 118 final.  
6 COM(2020) 710 final.  
7 COM(2022) 548 final 
8 COM(2021) 350 final.  
9 COM (2020) 103 final.  

2 

 
                                                 
call  by  the  European  Council  to  “[….]  remove  remaining  unjustified  barriers  and  administrative 
burdens and avoiding new ones”.  

Finally,  the  planned  initiative  can  also  contribute  to  the  fight  against  abusive  or  fraudulent 
companies, to the implementation of EU rules on anti-money laundering/countering the financing of 
terrorism,  building  on  the  Financial  Action  Task  Force  (FATF)  recommendation  on  transparency 
and  beneficial  ownership  of  legal  persons10  and  to  the  effective  implementation  of  EU  sanctions 
against e.g. Russia or Belarus or any other possible country, by creating better conditions for the 
imposition of such measures, in particular through enhanced ex-ante controls about company data 
and increased transparency.    

1.2.  Legal context 

EU company law rules 
EU  company  law  rules  laid  down  in  the  Codified  Company  Law  Directive11  set  out  provisions 
regarding  the  formation,  capital  and  disclosure  requirements,  and  domestic  and  cross-border 
operations (e.g. mergers) of limited liability companies.  

In the last decades, there has been a number of developments at EU level to bring EU company law 
rules  in  line  with  digital  developments.  After  first  steps  towards  electronic  filing  and  electronic 
copies  in  200712,  an  important  milestone  was  the  creation  of  the  Business  Registers 
Interconnection System (BRIS) in 201213. BRIS became operational in 2017. Since then, Member 
States’ business registers have gradually connected to BRIS, with the last Member State joining at 
the  beginning  of  2022.  Now  BRIS  interconnects  all  Member  States’  business  registers.  It  gathers 
certain  information  about  EU  limited  liability  companies,  which  is  harmonised  through  common 
disclosure  requirements  in  the  Codified  Company  Law  Directive,  directly  from  Member  States’ 
business registers and makes it available to the public at EU level through a single access point at 
the European e-Justice Portal14. In particular, BRIS gives free of charge access to a set of company 
information such as the name and legal form of the company, its registered office, the registration 
number, and, more recently, also to information, e.g. on company’s legal representatives, its cross-
border  branches,  status  and  object  of  the  company15.  Furthermore,  BRIS  provides  access  to  other 
company  information,  for  which  Member  States  may  charge  a  fee,  including  e.g.  instruments  of 
constitution, accounting documents, the amount of capital subscribed, winding up of the company, 
declaration of nullity by the courts or termination of a liquidation of a company.  

BRIS also provides secure means for exchange of information between business registers on certain 
cross-border issues regulated by the Codified Company Law Directive (e.g. regarding cross-border 
mergers),  offering  a  technical  means  for  cooperation  between  business  registers  and  for 
implementation of the once-only principle in cross-border situations. 
Most  recently,  the  Digitalisation  Directive16  introduced  fully  online  formation  of  companies, 
registration of branches  and fully online submission  of documents in  the business  register.  It  also 
made  more  company  data  available  free  of  charge  from  business  registers  (e.g.  on  legal 
representatives,  cross-border  branches,  status  and  object  of  the  company)  and  established  an 

10  FATF  recommendation  24,  as  revised  in  March  2022,  includes  requirements  on  company  information  in  business 
registers, so called “basic information”; Documents - Financial Action Task Force (FATF) (fatf-gafi.org). 
11 Directive (EU) 2017/1132 codified several company law Directives (from 1982 to 2012) into one legislative act.  
12 Directive 2003/58/EC amending Council Directive 68/151/EEC.  
13 Directive 2012/17/EU amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC.  
14 European e-Justice Portal – Business registers – search for a company in the EU (europa.eu). 
15 Member States had to transpose most of these new provisions of the Digitalisation Directive by August 2022. 
16 Directive (EU) 2019/1151 amending Directive (EU) 2017/1132. 

3 

 
                                                 
exchange  of  information  between  Member  States  on  disqualified  directors.  Also,  the  Mobility 
Directive17  that  regulates  cross-border  conversions,  mergers  and  divisions,  enhanced  the  use  of 
BRIS  in  terms  of  introducing  new  exchanges  between  business  registers  (e.g.  on  cross-border 
conversions and divisions).  

1.3. 

Scope of the impact assessment 

The initiative subject to this impact assessment upgrades the digital company law further to address 
the needs of direct users, such as companies, other stakeholders and public authorities, to access 
and to use in the cross-border context reliable and up-to-date official company data, based on legal 
obligations,  from  business  registers.  This  company  data  includes  e.g.  company  name,  legal  form, 
company’s legal representatives, instruments of constitution or accounting documents.  

This  initiative  does  not  cover  the  re-use  of  company  information  from  business  registers  for 
commercial  and  non-commercial  purposes.  The  latter  issue  is  regulated  by  the  Open  Data 
Directive18.  Therefore,  the  so-called  “intermediaries”  i.e.  private  service  providers  who  use 
company data from business registers as an input to their own commercial products and services, as 
well  as  non-commercial  intermediaries,  are  outside  the  scope  of  the  planned  initiative.  Similarly, 
this  initiative  is  about  company  information  based  on  legal  obligations  and,  thus,  does  not  cover 
commercial  information  about  companies,  e.g.  concerning  their  credit  history,  their  products  or 
distribution channels. In addition, this initiative does not cover the obligation of business registers 
as  statistical  business  registers,  which  is  regulated  by  the  Regulation  on  European  business 
statistics19.  

2.  PROBLEM DEFINITION 

2.1.  What are the problems? 

Business registers are established by law to facilitate the interaction of companies operating under 
the jurisdiction of the register with the Member State´s authorities, other companies and the public, 
both when those businesses are established and throughout the course of their lifespan20. Company 
registration  and  information  in  business  registers  are  crucial  for  ensuring  an  accountable, 
transparent  and  viable  business  environment.  Companies,  when  they  are  formed,  have  a  legal 
obligation  to  be  registered  in  the  business  registers.  The  instrument  of  constitution  and  the 
subsequent  registration  in  the  business  register  gives  the  company  the  characteristic  of  a  legal 
personality.  Companies  also  need  to  file  (submit)  to  the  business  register  updated  information 
throughout  their  life  cycle.  This  company  information  in  business  registers  has  legal  value,  i.e.  it 
can be relied on – at least to a certain extent - by third parties. Therefore, business registers are a 
primary source of trustworthy information about companies in the Single Market.  

Traditionally, business  registers  have been  operating at  national  level  and most were  created well 
before  the  Treaty  of  Rome  and  the  emergence  of  digital  technologies,  in  the  19th-20th  century21. 
However, with the growing number of companies expanding economic activities to other Member 
States’  markets  through  e.g.  cross-border  mergers,  establishing  cross-border  subsidiaries  or 

17 Directive (EU) 2019/2121 amending Directive (EU) 2017/1132.  
18 Directive (EU) 2019/1024. 
19 Regulation (EU) 2019/2152. 
20 UNCITRAL Legislative Guide on Key Principles of a Business Registry. 
21  Study  on  the  disclosure  and  cross-border  use  of  company  data,  and  digital  developments  related  to  company  law 
(Milieu Consulting SRL) 2022 – hereinafter referred to as “supporting study”  

4 

 
                                                 
 
branches, trading cross-border or providing cross-border services in the EU, there is an increasing 
demand for access to official and reliable information on companies in a cross-border context and 
for use of this company data for different purposes, by companies, business registers or authorities. 

The problem  is  that  access  to  and use of reliable  company information  from business  registers  in 
cross-border situations is still hindered by barriers. Firstly, company data that stakeholders as direct 
users,  including  authorities,  are  looking  for  is  not  yet  sufficiently  available  in  national  business 
registers and/or cross-border through BRIS. Secondly, the direct use of such company data in cross-
border  situations  (including  administrative  procedures,  court  proceedings)  and  setting  up  cross-
border subsidiaries or branches) is still hindered or not possible.  

This means that, even if the economy is more and more integrated, companies, including SMEs and 
other stakeholders, including public authorities and courts do not have yet optimal conditions – as 
regards the access to and use of company data - to be part of cross-border operations or procedures 
in  the  single  market.  For  instance,  possibilities  for  companies,  and  in  particular  SMEs  to  expand 
cross-border can be hindered if they cannot find easily accessible and comparable information about 
business  partners  or  potential  clients  in  other  Member  States  and  face  costs  in  searching  for  this 
information.  In  a similar way, if  creditors and investors  have difficulty  finding information about 
companies  from  other  Member  States,  they  might  be  less  willing  to  search  out  businesses  from 
other  Member  States  to  finance  or  invest  in,  and  this  can  negatively  impact  companies  including 
SMEs who are in need of such financing and investment. 

The  evidence  for  this  initiative,  including  about  problems  and  obstacles  encountered  by 
stakeholders,  was  gathered  through  wide-ranging  consultation  activities.  These  included  a  public 
consultation  (83  respondents),  a  specific  consultation  of  SMEs  through  an  “SME  panel”22  (158 
respondents,  majority  from  SMEs  in  the  form  of  limited  liability  companies),  surveys  (with 
business  registers,  public  authorities,  legal  practitioners,  business  and  financial  organisations  and 
individual companies23) and two virtual workshops (with business registers and companies) carried 
out in the context of an external contractor study24 for this initiative, and targeted interviews (with 
key  EU  level  stakeholders  and  with  legal  practitioners  specialised  in  company  law).  Overall,  the 
results  of  these  consultation  activities  can  be  seen  as  providing  a  reliable  picture  of  views  of 
stakeholders because the information was gathered in parallel through different targeted channels to 
ensure that sufficient numbers of stakeholders were reached, and similar feedback was received in 
all  of  them.  The  interviews  and  workshops  with  stakeholders  confirmed  the  findings  of 
consultations and surveys, and also provided some real case examples of specific costs. 

The  problem  tree  below  illustrates  the  main  drivers,  problems  and  consequences.  The  following 
sub-chapters describe the problems and the drivers in more detail.  

22 The  'SME panel consultations' are a tool that allows Commission service  to reach SMEs in a targeted  way and are 
organised in cooperation with the partners in the Enterprise Europe Network, a support network for small and medium-
sized enterprises (SMEs) bringing together, among others, chambers of commerce and industry, regional development 
organisations or innovation support organisations.  
23  25  business  registers,  11  legal  professionals,  1  financial  institution,  3  business  organisations,  20  public  authorities 
(tax and labour) and 140 companies took part in these surveys. 
24 Study on the disclosure and cross-border use of company data, and digital developments related to Company Law. by 
Milieu Consulting srl. Company law and corporate governance (europa.eu) 

5 

 
 
 
 
                                                 
Problem tree 

2.2.  Reliable  company  data  is  not  sufficiently  available  and/or  comparable  cross-

border  

Need for more company data unsatisfied  

Investors, creditors, consumers or any other third party, but also companies and in particular SMEs, 
need  to  have  access  to  reliable  information  about  companies  in  the  Single  Market  for  several 
reasons. According to the respondents to the public consultation, the most important reason to have 
access to company data is to find or check information about a company, as a creditor, a business 
partner  or  a  legal  professional.  Similarly,  75%  of  companies  responding  to  the  surveys  for  the 
supporting study25 indicated that they needed company data cross-border to find information about 
potential  business  partners;  33%  -  for  benchmarking/market  analysis  purposes,  and  32%  -  to 
identify legal representatives. International surveys also confirm the use of business registers’ data 
for  business  facilitation  purposes26  and  in  particular  to  check  the  consistency  of  information 
provided by companies (e.g. suppliers and/or customers), or as part of more detailed due diligence 
research into a company27.   

Different  authorities  and  courts  also  need  to  have  data  about  companies  to  carry  out  many  tasks 
related to administrative and judicial procedures. Yet, 70% of authorities responding to the public 
consultation  confirmed  they  faced  difficulties  when  accessing  or  verifying  data  about  companies 
from  business  registers  in  another  Member  State.  They  also  need  company  data  to  more  easily 
identify and, therefore, take more effective actions to implement EU sanctions or against abusive, 

25 Surveys in the context of the supporting study.   
26 The International Business Registers Report 2019 (ebra.be). 
27 Valuing the user benefits of Companies House data: policy summary (publishing.service.gov.uk). 

6 

 
 
 
                                                 
fraudulent companies, e.g. abusive letterbox companies. According to the 2019 study on letterbox 
companies28,  numerous  companies  owned  by  foreign  majority  shareholders  were  located  at  the 
same  address  in  the  EU,  e.g.  in  Latvia,  Czechia,  the  Netherlands,  Luxembourg,  Slovakia  and 
Denmark  up  to  several  hundreds  of  companies  were  located  at  the  same  addresses.  The  public 
authorities  (mainly  tax  authorities)  responding  the  supporting  study  survey  confirmed  that  they 
needed  data  about  companies  from  other  Member  States  to  check  information  (95%,  19 
respondents),  establish  taxes  (70%,  14  respondents)  and  to  identify  legal  representatives,  detect 
fraud and money laundering/terrorist financing and carry out controls (60%)29.  

The problem is that stakeholders encounter difficulties when looking for and accessing data about 
companies  from  other  Member  States.  For  instance,  companies  reported  such  difficulties  when 
expanding  their  business  in  another  Member  State  in  the  evidence  gathered  in  the  context  of  the 
2020 Single Market  Strategy30, and this  problem  was  seen  as  prominent especially  among SMEs. 
For instance, for 53% of SMEs, “identifying business partners abroad” was too difficult according 
to  the  2017/2018  Annual  Report  on  European  SMEs31.  “Insufficient  legal/financial  information 
about  potential  business  partners  in  other  countries”  was  also  seen  as  one  of  the  significant 
obstacles by 59% of respondents to the 2019 Eurochambres survey32, it being particularly important 
for companies with less than 10 employees. 

As regards company information available in business registers, which is the focus of this initiative, 
a majority of respondents encountered some difficulties when looking for and accessing data about 
companies from other Member States; only 20% respondents to the public consultation and 13% of 
SMEs replying to  the targeted consultation  of SMEs did  not encounter any difficulties at  all. The 
most  often  mentioned  difficulty  by  respondents  to  the  public  consultation  was  that  information 
about companies in different Member States was not comparable (48%, 34 out of 71 respondents), 
that stakeholders were  not  able to  find/have access  to  it at  EU level  but only in  national  business 
registers (35%, 25 out of 71), and language difficulties (34%, 24 out of 71). Business associations, 
companies  and  legal  professionals  stressed  in  particular  the  lack  of  comparability  and  not  having 
access  at  EU  level  whereas  public  authorities  most  frequently  mentioned  language  difficulties. 
Similarly, for SMEs responding to the SME panel it was a problem that the information could be 
only found on companies’ websites (19%) or only in business registers (12%)33. In addition, 15% of 
SMEs could not find/access company information at all. Some stakeholders also mentioned during 
consultation activities that it was sometimes challenging - even for legal professionals specialised in 
company  law  -  to  identify  the  website  of  the  official  business  register  in  other  Member  States  as 
there are many private websites also providing company information.  

As to the type of information, the consultation activities identified the following gaps: (1) lack of 
information about other legal forms than limited liability companies; (2) lack of information about 
place  of  management  and  place  of  the  main  economic  activity;  (3)  lack  of  information  about 
company groups and ownership; (4) lack of information about third country branches at EU level; 
(5) lack of connected EU level systems; (6) other difficulties.  

28  Letterbox  companies:  overview  of  the  phenomenon  and  existing  measures  Final  Report,  Letterbox  companies  - 
Publications Office of the EU (europa.eu). 
29 Similar purposes are also found by The International Business Registers Report 2019 (ebra.be). 
30  See  Communication  “Identifying  and  addressing  barriers  to  the  single  market”  and  Staff  Working  Document 
“Business Journey on the Single Market: Practical Obstacles and Barriers”. 
31 SME Performance Review (europa.eu)  
32 Business Survey - The state of the Single Market (eurochambres.eu), incl. 1107 entrepreneurs from 27 EU countries. 
33 Respondents could only choose one answer, therefore lower numbers of respondents per difficulty. 

7 

 
                                                 
Lack of information about other legal forms than limited liability companies  

The  majority  of  consulted  stakeholder  groups  across  the  consultation  activities  were  in  favour  of 
making  information  about  other  types  of  companies  than  limited  liability  companies  available.  In 
particular,  different  stakeholder  groups,  including  companies,  agreed  that  information  about 
partnerships should be made available centrally at EU level through BRIS. For instance, 71% (48 
out of 68) of respondents to the public consultation were in favour of having access to information 
about other legal forms in general, and 36 out of those (including a number of business associations 
and public authorities) were in favour of having access to information about partnerships. So were 
115 out of 117 of SMEs replying on this issue in the SME panel. 91% of legal practitioners, 90% of 
public authorities, 72% of companies and 70% of business registers in the supporting study surveys 
considered that having information on partnerships at EU level would be beneficial. Most Member 
States’ representatives in the Commission’s expert group (CLEG) were in favour of transparency on 
partnerships.   

Partnerships  play  a  significant  role  in  many  Member  States  and  are  economic  operators  on  equal 
footing with limited liability companies.  In 2022, the number of partnerships registered in the EU 
amounts  to  about  2  million34.  Therefore,  having  good  access  to  cross-border  information  about 
partnerships is  seen as important  by stakeholders, as  shown by replies to  the consultations above, 
and  the  lack  of  it  means  that  e.g.  companies  and  other  stakeholders  planning  to  cooperate  or 
cooperating  cross-border  with  partnerships  face  difficulties  to  find  information.  The  lack  of 
partnerships  information  can  also  have  an  impact  on  e.g.  transparency  on  groups  (as  partnerships 
appear in company group structures) or on tackling fraud and abuse.  

In  addition,  it  also  limits  the  possibility  to  use  such  information  to  develop  connected  EU  level 
systems/administrations  (see  below  e.g.  EPREL  or  interconnection  of  BRIS  with  other  systems) 
which leads to  unnecessary  use of extra resources and duplication.  In addition,  insufficient  cross-
border information about partnerships makes it more difficult to tackle their possible use for abusive 
purposes. While private limited liability companies seem to be the most commonly used legal form 
for (abusive) letterbox companies, partnerships can also play a role. For example, the Danske Bank 
money-laundering scandal involved limited partnerships and limited liability partnerships35; a 2016 
report from the Danish tax authorities estimated that between 2010 and 2014, 384 (7%) of limited 
partnerships, which had foreign owners, could be used for illegal tax evasion abroad.36 

Lack of information about the place of management and place of the main economic activity   
Limited liability companies amount to around 16 million companies37. The increasing need to have 
access to information about them - whether for business or public purposes  - corresponds to their 
importance  in  the  economy  and  was  confirmed  by  the  public  consultation  whereby  67%  of 
respondents  were  in  favour  of  EU  company  law  rules  requiring  disclosure  of  additional 
information about limited liability companies in national business registers and via BRIS.  

More  specifically,  the  consultation  activities  confirmed  the  importance  of  and  demand  for 
information  about  the  place  of  management  and  the  place  of  the  main  economic  activity.  For 
instance, tax authorities responding to the supporting study surveys needed this information for the 
identification  and  detection  of  fraud  and  tax  evasion  (95%  of  tax  authorities  in  case  of  place  of 
management  and  89%  -  in  case  of  place  of  economic  activity),  and  the  responding  legal 

34 Commission own calculations – see annex 6.  
35  https://danskebank.com/-/media/danske-bank-com/file-cloud/2018/9/report-on-the-non-resident-portfolio-at-danske-

banks-estonian-branch.pdf  

36 https://www.ft.dk/samling/20151/almdel/SAU/bilag/165/1619506/index.htm  
37 Commission own calculations – see annex 6. 

8 

 
                                                 
practitioners - for taxation purposes (55% of legal practitioners use place of management and 73% - 
place  of  economic  activities).  Legal  practitioners  also  needed  the  place  of  economic  activity  for 
social security purposes (55%). Different stakeholders expressed support to have this information at 
EU level, e.g. 70% of respondents to the public consultation were in favour of disclosing the place 
of management in business registers and through BRIS, and 67% - the place of the main economic 
activity.  A  responding  EU  level  SME  association  listed  the  place  of  management  as  one  of  their 
four  priorities  regarding  company  information  that  should  be  made  available  at  national  and  EU 
level. SMEs responding to the SME panel were also strongly in favour, with 109 of 114 in favour of 
as regards the place of management, and 112 out of 113 - as regards the place of economic activity. 
Some Member States in the consultations pointed out that these concepts are not part of their legal 
systems and that they would need to be defined. 

The  lack  of  cross-border  access  to  such  information  can  lead  to  an  administrative  burden  for 
companies to submit this information to authorities on a case-by-case basis when e.g. setting up a 
company,  for  insolvency/restructuring,  for  tax  or  social  security  purposes  (more  than  half  of 
companies  responding  to  the  supporting  study  survey  had  to  provide  information  on  place  of 
management  and/or  place  of  economic  activity  for  those  purposes).  The  work  of  authorities  and 
legal practitioners can also be cumbersome in this context. This was confirmed by the results of the 
supporting  study  where  authorities,  legal  practitioners  and  companies  confirmed  that  having  this 
information available would reduce administrative burden (72% of all stakeholders, 95% of public 
authorities in case of place of management, and  81% legal practitioners and 66% of companies in 
case  of  place  of  management,  and  73%  of  all  stakeholders,  95%  of  public  authorities,  72%  legal 
practitioners and 69% of companies in case of the place of the main economic activity)38.  

Lack of information about groups of companies and ownership 

Concerning  information  about  ownership,  and  in  particular  about  groups  of  companies,  many 
stakeholders  (minority  shareholders,  potential  investors,  creditors,  potential  business  partners, 
authorities,  employees)  but  also  civil  society’s  associations  and  communities  at  large  may  have  a 
legitimate  interest  in  knowing  the  structure  of  the  group  to  which  the  company  belongs.  Many 
stakeholders  confirmed  that  they  use  and  need  information  related  to  groups  of  companies.  The 
taxation and anti-money laundering purposes were often mentioned by public authorities (mostly in 
charge of tax issues), legal practitioners and companies replying to the supporting study surveys39. 
Legal professionals also needed the group information to verify company data of a business partner 
of a company (70%), and companies also needed it to apply for funding.  

The need for the information about groups can be explained by the fact that a group of companies is 
a  common  structure  for  organising  business  to  maximise  the  allocation  of  material  or  human 
resources or corporate funds between networks of companies. The group structure may also impact 
the financial credibility  and solvency of subsidiaries. Groups often deploy their economic activity 
beyond  the  country  of  their  main  headquarters,  including  by  direct  or  indirect  exporting,  contract 
manufacturing,  alliance,  licensing,  franchising  or  investment  (e.g.  through  cross-border  branches, 
cross-border  subsidiaries,  mergers  and  acquisitions).  In  2020,  135,450  multinational  enterprise 
groups  were  operating  in  the  EU/EFTA,  employing  over  42  million  people;  75 %  of  those  were 
controlled by an EU (66 %) or an EFTA parent (9 %)40.  

38 Regarding the place of management, 42% of respondents expected a burden reduction to a large/very large extent and 
further  30%  to  some  extent.  Regarding  the  main  place  of  economic  activity,  47%  of  respondents  expected  a  burden 
reduction to a large/very large extent and another 26% - to some extent. 
39 For instance, 94% public authorities needed it for taxation purposes and 50% - for anti-money laundering purposes; 
and 80% legal professionals needed it for anti-money laundering purposes. 
40 European statistical register on multinational enterprise groups. 

9 

 
                                                 
The  majority  of  stakeholders  across  consultation  activities  confirmed  that  it  is  important  and 
beneficial to have better access to company information related to groups of companies including at 
EU level. 77% of respondents to the public consultation and 111 out of 113 SMEs responding to the 
SME panel were in favour; an EU level SME association listed information related to groups among 
their four priorities regarding company information that should be available not only at national but 
also  at  cross-border  level  and  stressed  that  this  information  is  indeed  difficult  to  access  and 
compare, which represents additional time and financial costs for SMEs.  76% of the respondents to 
the  supporting  study  surveys  also  thought  that  it  would  be  beneficial  if  information  about  groups 
were  publicly  available  to  the  wider  public  in  an  easily  accessible  way  and  format  in  national 
business  registers  and  BRIS.  This  need  was  also  confirmed  during  targeted  interviews  with  legal 
practitioners  and  was  strongly  supported  by  company  law  professors  in  ICLEG,  who  considered 
that  it  is  important  for  any  company’s  stakeholder  to  have  access  to  information  on  the  group’s 
existence and structure. Some Member States considered that implementation of such requirements 
might  be  challenging  including  because  this  information  was  not  yet  available  in  their  national 
business register. 

The  lack  of  cross-border  access  to  information  about  groups  of  companies  means  e.g.  that 
companies and other stakeholders wanting to check if their business partner is part of the group face 
difficulties to find information. SMEs and other companies face administrative burden when having 
to  provide  group  related  information  to  authorities  on  a  case-by-case  basis  for  tax  or  anti-money 
laundering  purposes,  or  when  applying  for  funding  (around  half  of  companies  in  the  supporting 
study  surveys  said  they  needed  to  provide  group  information  for  those  purposes).  For  example, 
SMEs  often  need  to  prove  whether  they  are  part  of  the  group  or  an  autonomous  company  when 
applying for funding. The recent evaluation of the SME recommendation41 found that to verify the 
SME  status,  a  company  that  is  part  of  a  group  may  need  to  include  the  data  from  the  other 
companies  in  the  group  and  that  the  cost  and  complexity  to  verify  such  status  increased  for  non-
autonomous companies, especially those with complex ownership structures and documentation in 
other  countries.  In  that  context,  stakeholders  suggested  that  the  SME  definition  could  be  applied 
more efficiently i.e. by increasing digitalisation of SMEs and public administrations, and improving 
access to company data including by further development of BRISs. 

This was confirmed by results of the supporting study surveys where 78% of all respondents (82% 
of legal practitioners, 82% of public authorities and 75% of companies) said that having the group 
information at EU level would help to reduce administrative burden.  

Lack of information about third country branches at EU level  

While branches of EU limited liability companies are already available in BRIS, information about 
third  country  company  branches  (i.e.  branches  of  non-EU  companies)  is  not.  There  was  strong 
support for making this information  accessible through BRIS in the public consultation with 90% 
responding participants in favour, and high support was expressed in the supporting study surveys 
with 73% of all respondents (in particular, 94% of public authorities and 81% of legal practitioners) 
confirming that having this information at EU level would be beneficial).   

Lack of connected EU level systems 

Another  problem  raised  in  the  consultation  activities  is  that  public  authorities,  companies,  legal 
professionals  and  other  stakeholders  who  need  company  data  or  company  related  data  need  to 
search  for  them  in  different  systems,  such  as  BRIS  or  the  EU  interconnection  of  beneficial 

41 Register of Commission Documents - SWD(2021)279 (europa.eu). 

10 

 
                                                 
ownership registers (BORIS)42, due to the lack of connection between them. Although the data is 
interrelated,  it  can  be  found  only  separately  in  these  systems.  This  is  also  demonstrated  in 
stakeholder views during the consultation activities, where a majority of respondents to the public 
consultation  (82%)  were  in  favour  of  linking  BRIS  with  the  EU  interconnection  of  beneficial 
ownership registers and 67% of respondents to the supporting study surveys thought it useful. In the 
discussions  in  CLEG,  most  Member  State  also  experts  have  considered  interconnection  of  BRIS 
with other systems, such as BORIS, beneficial.   

In  addition,  the  development  of  connected  EU  level  systems/administrations  and  drawing  full 
benefits from those is also hindered by the lack of data about other legal forms than limited liability 
companies  in  BRIS,  and  so  far  limited  use  of  the  EUID,  which  is  not  yet  used  by  all  EU 
interconnection  systems  (e.g.  the  insolvency  registers  interconnection  system  (IRI)43),  is  not 
available  for  other  legal  forms  (as  explained  below),  and  is  not  sufficiently  used  by  registers  and 
authorities to unequivocally identify EU companies.  

Example of use of BRIS and EUID (European Unique Identification Number)44 

The EUID is based on the national registration number and is available free of charge in BRIS. To 
get registered in the European Product Registry for Energy Labelling (EPREL)45, companies need 
to  prove  that  they  are  established  in  the  EU/EEA.  Thanks  to  the  use  of  the  EUID  in  EPREL  to 
cross-check the company data through BRIS, companies do not have to provide separate evidence 
that they are EU/EEA companies. However, as the EUID is currently available for limited liability 
companies and their cross-border branches only, EPREL cannot use this system for other entities, 
e.g.  partnerships.  Other  cross-checks  need  to  be  used,  which  creates  administrative  burden  for 
companies and relevant EU authorities, and hinders once-only filing.  

In  addition,  the  fact  that  systems/administrations  are  not  connected  at  the  EU  level  may  also 
contribute to  fraud and  abuse given that fraudulent  companies can take  advantage of the fact  that 
authorities do not share the information between themselves.  

Other difficulties  

European  e-Justice  Portal  -  Bankruptcy  &  insolvency  registers  -  search  for  insolvent  debtors  in  the  EU 

42 European e-Justice Portal – Beneficial ownership registers interconnection system (BORIS) (europa.eu) 
43 
(europa.eu) 
44 Limited liability companies must have the EUID according to the Codified Company Law Directive.  
45 Regulation (EU) 2017/1369 setting a framework for energy labelling and repealing Directive 2010/30/EU. 

11 

 
 
                                                 
Practical obstacles may also make it difficult to effectively access company data on a cross-border 
basis.  Although  the  public  consultation  showed  that  many  stakeholders  are  familiar  with  BRIS 
(74% of respondents) and use it (67%), it revealed that public authorities and business associations 
were  more  familiar  with  BRIS  as  compared  to  companies  and  EU  citizens.  Other  consultation 
activities (i.e. the supporting study surveys and the consultation of SMEs) showed that respondents 
mainly used websites of companies or business registers to find information about companies from 
other  Member  States.  8%  of  the  respondents  to  the  supporting  study  survey  and  4%  of  SMEs 
replying to the SME panel used BRIS to access cross-border company data.  

The consultation activities also showed that search in BRIS could be improved; 83% of respondents 
to the public consultation asked for more search functionalities centrally at EU level via BRIS (in 
particular by legal  form, registered office  or country-by-country  reports)  and improved search for 
company data through  BRIS was seen as important  by SMEs (94 out  of 115). The limited search 
functionality  was  also  mentioned  by  42%  of  respondents  responding  to  the  supporting  study 
surveys, and in particular by business registers and legal practitioners (61% and 70%).   

In  addition,  another  difficulty  reported  was  the  need  to  pay  fees  to  access  information  and 
documents from business registers, indicated by legal practitioners, business registers and public 
authorities  responding  to  the  supporting  study  surveys.  73%  of  respondents  to  the  public 
consultation  were  in  favour  of  having  more  company  data  available  free  of  charge  at  EU  level 
through BRIS. 

2.3.  Direct use of company data is hindered/not possible when setting up cross-border 

subsidiaries and branches  

Setting up subsidiaries or branches in other Member States or carrying out cross-border operations 
with companies in other Member States are means for EU companies, including SMEs, to expand 
their  economic  activities  beyond  the  national  borders.  There  are  approximately  half  a  million  EU 
subsidiaries (i.e. companies with a separate legal personality) belonging to ultimate owners located 
in  the  EU46.  In  addition,  there  are  around  70,000  EU  subsidiaries  that  are  controlled  by  ultimate 
owners located outside the European Union47. Concerning branches (with no separate legal standing 
from  the  main  company),  there  are  about  50  000  cross-border  branches  and  20  900  third-country 
branches, against more than 4.3 million domestic branches in the EU.48  

The  results  of  consultation  activities  also  give  an  example  of  how  many  companies  try  to  set  up 
cross-border  subsidiaries  or  branches.  13%  of  SMEs  (mainly  private  and  public  limited  liability 
companies)  replying  to  the  SME  panel  indicated  they  already  had  an  establishment/place  of 
business  in  another Member State, 9% were planning to  have one whereas 5% tried but  gave up. 
Similarly,  20%  of  companies  responding  to  the  supporting  study  survey  had  or  were  considering 
setting up a subsidiary in another Member State.  

When  setting  up  cross-border  subsidiaries  or  branches,  companies  still  often  face  administrative 
barriers, which create administrative burden and may even have a deterrent effect. In this context, 
stakeholders  representing  companies,  and  in  particular  SMEs  and  start-ups,  call  for  additional 
measures, which would make it quicker and less costly to create a presence to explore markets in 
other  Member  States49.  The  2021  Single  Market  Strategy  findings  also  stressed  that  despite 
progress, the “European SMEs experience legislation as complex and burdensome, especially due 
to the different procedures in Member States. These barriers deter many from doing cross-border 

46 Supporting study  
47 Supporting study  
48 Supporting study. These figures on branches should be taken with caution given the difficulties in data collection.  
49 Meetings with SME organisations. 

12 

 
 
                                                 
business and scaling-up”.  

As  to  specific  difficulties  when  setting  up  cross-border  subsidiaries  or  branches,  the  consultation 
activities  show  that  in  a  big  majority  of  Member  States,  companies  need  to  resubmit  data,  which 
exists  in  their  national  business  registers,  to  the  registers  of  other  Member  States.  The  main 
difficulties  mentioned  by  companies  in  the  public  consultation  and  by  SMEs  in  the  SME  panel 
included  the  need  for  certified  translation  of  company  documents  and  for  legalisation/apostille  of 
these  documents50.  For 
instance,  around  half  of  SMEs  with  experience  of  setting  up 
subsidiaries/branches  abroad  mentioned  the  need  for  legalisation/apostille  and  certified/sworn 
translation in the SME panel. 

60% of those answering SMEs faced administrative costs or time consuming procedures linked to 
such difficulties; and costs for legal advice (e.g. from lawyers or notaries), translations, legalisation 
costs were mentioned by a few respondents in this context. The need for legalisation of documents 
and  certified  translations  when  setting  up  branches  for  companies,  and  to  a  lesser  extent 
subsidiaries, was also mentioned by nearly half of the legal practitioners replying to the supporting 
study surveys. The existence of costs for companies (time, legal cost and fees) in such cross-border 
situations  was  also  confirmed  by  the  targeted  interviews  with  practising  lawyers.  These 
administrative  barriers  create  a  significant  administrative  burden  (time,  legal  cost  and  fees)  for 
companies as shown by a concrete case below.  

According  to  a  lawyer  interviewed  in  the  context  of  targeted  consultations51,  to  obtain  a 
company  extract  about  the  parent  company  when  establishing  a  subsidiary  in  another 
Member State, the following steps need to be taken, resulting in the following costs:  

1)  Identification  that  the  business  register  is  the  official  one  (and  not  just  e.g.  a  commercial 
database). This,  including  getting  a company extract may require the involvement of a lawyer, 
which might cost up to EUR 100 and, depending on whether a cooperation with a lawyer in that 
Member State already exist or not, take time (up to 7 days).  

2)  Delivery  of  the  company  extract  is  free  of  charge  in  some  Member  States,  but  in  others  it  is 

against a fee. 

3) Depending on the form of the extract, obtaining notarisation and/or apostille, which in practice 
usually requires involving a lawyer, takes up to 7 days and costs up to EUR 300 (EUR 150 for 
notarisation and apostille and EUR 150 for foreign lawyer’s assistance) 

4) Sending the paper document: up to 3 days and cost of the courier fees of ca. EUR 30. 

5)  An official translation: depending on the size of the document, up to 3 days, cost ca. EUR 100.  

This means that to get an official extract, which can be used in another Member State where 
the subsidiary will be set up, may cost up to 530 EUR and take up to 17 days.  

This experience was confirmed by other sources (other bilateral interviews and desk research)52. In 
practice,  this  means  that  companies  setting  up  a  subsidiary  or  a  branch  in  another  Member  State 
cannot  yet  rely  on  the  once-only  principle.  This  is  also  reflected  in  the  calls  in  the  EU  Start-up 
Nations  Standard53  to  make  it  possible  to  submit  legal  documents  from  other  EU  jurisdictions  as 

50 See Annex 2 with synopsis report on consultation activities for more detail. 
51 Interview with a Polish lawyer. 
52 Furthermore, different costs for cross-border use of company information, such as costs of company extract, cost of 
legalisation/apostille,  costs  of  certified  translation  were  gathered  through  legal  mapping  of  all  Member  States  in  the 
supporting study (Annexes 6 and 7). 
53 Startup Nations Standard. 

13 

 
                                                 
proof  for  the  incorporation  of  a  start-up  (or  creation  of  a  subsidiary  of  an  existing  start-up 
expanding in the single market).   

2.4.  Direct use of company information is hindered or not possible in all cross-border 

activities and situations, including administrative and court procedures  

Companies  often  need  to  provide  information  about  their  registered  office,  legal  representatives, 
their status, object of the company or its activity in the context of administrative procedures, e.g. to 
obtain  funding  or  for  social  security  purposes,  authorisations,  public  procurement,  taxation,  or  in 
court  proceedings  in  another  Member  State.  These  requirements  are  based  on  different  sectoral 
requirements, which result in a situation where companies often have to provide similar information 
for  different  purposes  in  a  cross-border  situation  despite  the  fact  that  such  information  is  already 
available in their national business registers. Companies also often need to prove to the authorities 
that  they  are  an  EU  company,  e.g.  in  the  example  about  European  Product  Registry  for  Energy 
Labelling (EPREL) explained above. However, based on sectoral EU legislation, it is sometimes not 
clear what specific information a company needs to provide to prove this.  

The consultation activities confirmed that companies face difficulties or find it impossible to use the 
information,  which  is  already  in  their  national  business  register,  also  in  other  cross-border 
situations,  including  when  dealing  with  competent  authorities  or  in  court  proceedings  in  another 
Member State. This was the case for a majority (73%) of companies in the public consultation. The 
company  data  in  the  business  register  of  one  Member  State  is  often  not  accepted  as  evidence  in 
other Member State, probably due to the perceived risk of inaccuracy of the registered information 
from another Member State; instead, they require additional evidence and extra formalities, which 
generates  costs  and  delays  for  the  parties  relying  on  the  registered  information54.  Such  further 
conditions  are  imposed  due  to  lack  of  trust  in  cross-border  company  data,  even  if  company 
documents and information from the business registers of other Member States are accepted among 
EU Member States.  

Similarly to  setting up subsidiaries  and  branches cross-border,  the main  difficulties  mentioned by 
stakeholders in the public consultation and by SMEs in the SME panel also related to requirements 
of certified translation of company documents and their legalisation/apostille. For instance, 33% of 
SMEs  with  experience  of  setting  up  subsidiaries  or  branches  abroad  needed  certified  translations 
and  22%  -  legal  certification  (apostille);  and  over  half  of  SMEs  involved  in  cross-border  court 
proceedings  needed  certified/sworn  translation  of  company  information/documents.  Similarly,  
more  than  half  of  legal  practitioners  and  of  public  authorities  responding  to  the  surveys  for  the 
supporting study needed certified or sworn translations of documents (64% and 53% respectively) 
and  45%  of  practitioners  and  a  third  of  authorities  also  mentioned  the  need  for  authentication 
(apostille) in administrative and court procedures. Furthermore, 60% of the legal practitioners faced 
difficulties dealing with company law procedures due to differences in electronic formats required 
by authorities and courts, and 50% due to requirements from business registers.  

These difficulties and requirements often lead to administrative burden, additional costs and delays 
as shown in a concrete example below.  

A  lawyer  interviewed  in  the  context  of  targeted  consultations55  indicated  the  following  main 
problems/costs to access and use company information from business registers: 
1) Local access: often not possible to access public information remotely,  

54 ICLEG report on the use of company data  (to be published on the Commission company law policy website and in 
the Register of expert groups once finalised). 
55 Interview with a Spanish lawyer. 

14 

 
                                                 
2) Need for translation into the local language,  
3) Apostille,  
4) Delays due to legal formalities,  
5) Legal costs of approximately EUR1,000 / EUR 2,000,  
6) Internal costs for the managers of the companies to manage it. Increased bureaucracy, and  
7)  "Opportunity"  cost  that  discourages  the  closing  of  transactions  or  discourages  the  pursuit  of 
cross-border alternatives.  

These  difficulties  may  have  an  important  impact  on  the  transaction  or  can  even  have  a  deterrent 
effect, in particular for SMEs, which have less resources and knowledge to handle formalities and 
procedures and are often obliged to pay services providers or lawyers to handle those. It has been 
estimated that where a big company spends one Euro per employee because of a regulatory duty, a 
small business might have to spend on average up to ten Euros56. 64% of SMEs with experience of 
setting  up  cross-border  subsidiaries/branches  responding  to  the  SME  panel  faced  administrative 
costs or time consuming procedures when dealing with authorities in other Member States.  

In  addition,  the  company  extracts,  which  confirm  that  the  company  is  validly  incorporated  and 
exists (i.e. an “identity card” for companies), vary between Member States and cannot be used in 
cross-border  situations  without  burdensome  and  costly  formalities.  As  shown  by  targeted 
consultations  with  legal  professionals  and  also  examples  below,  the  procedures  vary  from  one 
Member  State  to  another,  or  even  within  the  Member  State,  and  it  is  difficult  or  sometimes  even 
impossible at the beginning of a procedure to establish what documents are needed and with which 
formalities,  and  whether  a  company  extract  will  be  accepted  by  public  authorities  in  another 
Member State, leading to legal uncertainty.  

Examples of additional requirements imposed by courts or authorities 

As  regards  the  power  of  the  director(s)  to  represent  the  company,  for  example,  German  courts 
often require a certificate by a German notary  who accessed the register in another Member State 
and attests that the information about the power of representation is correct. Where the legal value 
of the foreign register does not correspond with that of the German register (at least from the court’s 
point of view), because the foreign register does not verify the accuracy of the information, German 
courts do not even accept this and require various other documents (varying from court to court). 
The  above-mentioned  examples  are  based  on  judgments  of  the  German  courts,  which  mostly 
concerned UK companies. They were cited in an academic paper57 and according to an expert view, 
the  position  of  the  courts  would  presumably  be  the  same  with  respect  to,  for  example,  Irish  or 
Danish companies.    

The Supreme Court of Justice of Austria (OGH) held in 2015 that if an Austrian notary gets an 
excerpt  from  the  Dutch  companies  register  and  certifies  it,  this  document  does  not  have  the 
evidentiary  value  of  a  public  document.  It  can  thus  not  be  used  to  prove  who  can  represent  the 
company for purposes  of entry into the Austrian land register. The OGH reasoned that in case of 
foreign registers, it can be difficult for the notary to check the plausibility of the register data due to 
the  different  legal  system  and  language.  According  to  an  Austrian  practitioner,  excerpts  from 
company  registers  of  other  EU  Member  States  are  usually  accepted  by  the  Austrian  land  register 

56  ‘Models  to  reduce  the  disproportionate  regulatory  burden  on  SMEs.  Report  of  the  Expert  Group’,  European 
Commission, May 2007 
57 ICLEG report on the use of company data. 

15 

 
                                                 
and the Austrian companies register if there is a certified translation and an apostille. Sometimes the 
registrar also requires a certified translation of the apostille.58  

The magnitude of costs due to obstacles when using company extracts cross-border could be high 
because such extracts are very important for companies and legal professionals who rely on them to 
confirm information about companies and identify them, and because they are frequently used for 
many different purposes in cross-border situations. For instance, they are needed to obtain different 
permits and certificates, to open a bank account for the company, to take part in public tenders, to 
apply  for  funding,  and  in  many  other  cross-border  situations  such  as  the  conclusion  of  a  cross-
border contract with clients and suppliers or the verification of company’s legal capacity before the 
court  of  another  Member  State.  The  company  extract  is  also  required  by  EU  law  in  certain 
procedures59.    

For example, a lawyer from Poland who took part in a workshop organised for the supporting study 
mentioned that in  case of any administrative or court proceedings in  Poland  (whether initiated by 
the represented company, against it or including its participation in any other way), a standard set of 
Power  of  Attorney  (PoA)  document  and  a  company  excerpt  from  the  relevant  register  are  both 
necessary attachments to any filing. Power of Attorney (PoA) is needed to prove that a lawyer can 
represent the company and the company extract is needed to prove that the person signing the PoA 
is indeed registered in the business register as authorised representative of the company (e.g. board 
member). 

2.5.  What are the problem drivers?  

2.5.1.  Company data is not available in business registers and/or cross-border through 

BRIS 

Currently, EU company law lays down harmonised disclosure requirements, which regulate which 
information  companies  need  to  disclose,  i.e.  make  it  publicly  available  through  submitting  such 
information  in  the  business  register,  and  through  BRIS.  However,  the  Codified  Company  Law 
Directive covers disclosure requirements only for limited liability companies, as listed in its Annex 
II, and only the information that is listed in its Article 14 such as company name, legal  form,  the 
instrument  of  constitution,  registered  office,  authorised  legal  representatives  or  accounting 
documents.  Articles  18  and  19  stipulate  which  information  is  available  through  BRIS  as  well  as 
which information is available free of charge via BRIS.  

This  means  that  the  disclosure  of  other  company  information  is  currently  not  required  by  EU 
company law rules and is left to national laws; therefore, national business registers may store and 
give  access  to  more  data  on  companies  than  is  required  by  EU  company  law.  This  includes,  for 
instance, information on legal forms other than limited liability ones (including e.g. partnerships).   

For instance,  partnerships  are registered in  business  registers in  all  Member States,  yet  there  are 
some differences between the types of partnerships and types of information made available about 
them across the EU.60 Also, even if this data is available in national registers, it is not available at 
EU level through BRIS and it is thus more difficult and burdensome to access the information on 
those companies cross-border.   

58 ICLEG report on the use of company data. 
59 E.g. Commission Implementing Regulation (EU) 2021/1224 on the EU Schengen Area Entry/Exit System (EES), Art. 
10, paragraph 6. 
60 See Annex 12. 

16 

 
                                                 
Some  other  information  on  companies  that  is  important  for  stakeholders,  e.g.  on  groups  of 
companies and ownership, is only available in some business registers and it may be dispersed in 
different documents or databases, not publicly available or not available at all. The supporting study 
found  that  24%  of  the  responding  business  registers  have  information  about  the  structure  of  the 
group  and  EU  parent  company  and  19%  about  the  third  country  parent  company  as  well  as 
information on the ownership rights between the members of the group.61 

In some other Member States, there are only indirect means of disclosure of the group’s affiliation, 
for  example  through  identification  of  controlling  shareholders,  including  e.g.  IT,  AT,  DE  or  PL. 
This information is disclosed in the national business registers but only for private limited liability 
companies (although in  IT, the identity of the shareholders of a public  company is  also  disclosed 
together with the financial report on an annual basis).62 However, it requires burdensome “upstream 
research”  of the  entire shareholding chain in  order to  find who the ultimate parent  of a particular 
subsidiary  is,  and  this  research  might  not  provide  information  on  intermediate  parent  companies 
registered abroad63. 
In  EU  company  law,  the  single-member  company  Directive64  requires  that  single  members  are 
disclosed in the business register or entered in a register kept by the company and accessible to the 
public. Other EU law provides certain rules on the information related to the groups of companies. 
Pursuant  to  the  Accounting  Directive65,  the  parent  company  established  in  the  EU  and  preparing 
consolidated  accounts  must  include  all  the  group  member  companies  in  the  notes  to  the 
consolidated  accounts66.  However,  this  provides  a  “list”  of  subsidiaries  rather  than  complete 
information  on  the  structure  of  the  group  and  focuses  on  companies  preparing  consolidated 
accounts. These rules are subject to national exemptions, as a result of which for instance in Spain, 
only around 1000 companies provide consolidated accounts67. In addition, larger companies have to 
disclose  in  the  explanatory  notes  to  their  individual  financial  statements  the  name  and  registered 
office of the ultimate parent company68 drawing up consolidated financial statements and the next 
upper  intermediate  parent69.  As  regards  subsidiaries,  the  disclosure  obligation  does  not  apply  to 
subsidiaries that are small companies, unless a Member State went beyond the EU requirements70.   

Yet other EU disclosure requirements may apply only to certain members of the group (e.g. listed 
companies) and not for the whole group71. In other cases, disclosure requirements related to group 
related  information  might  be  for  specific  purposes  and  therefore  not  allowing  an  overview  of  the 
group. For instance, the AML Directive requires public disclosure about beneficial owners (natural 
person(s) as ultimate owners) of legal entities72.  

Some  other  company  information  might  be  even  more  difficult  to  find  because  it  might  not  be 
available  in  national  business  registers.  For  instance,  this  is  the  case  for  information  about  the 

61 Supporting study. 
62 ICLEG report on transparency. 
63 ICLEG report on transparency. 
64 Directive 2009/102/EC. 
65 Directive 2013/34/EU . 
66 Article 28 (2) of Directive 2013/34/EU. 
67 ICLEG report on transparency. 
68 Article 17(1)(l) of Directive 2013/34/EU. 
69 Article 17(1)(m) of Directive 2013/34/EU. 
70 As allowed by Article 16(2) of Directive 2013/34/EU. 
71 For example, in EU capital markets rules, listed companies have a duty to disclose a) the crossing of pre-determined 
percentages  as  regards  voting  rights  held  by  their  own  shareholders  (Directive  2004/109/EC),  b)  a  duty  on  issuers  to 
identify  their  controlling  shareholders  (Regulation  (EU)  2017/1129)  or  c)  a  duty  to  include  in  the  annual  report 
additional information on shares with special control rights (Directive 2004/25/EC).  
72 ICLEG report on transparency. 

17 

 
                                                 
effective  place  of  management  of  companies,  head  office,  principal  place  of  business,  central 
administration,  the  location  where  the  most  important  decisions  are  taken  by  the  company’s 
management,  the  location  where  the  main  economic  activities  of  the  company  take  place  or 
similar concepts. In the supporting study out of 22, seven Member States indicated that they record 
information  on  both  the  place  of  effective  management  and  the  place  of  the  main  economic 
activities.  

As  regards  the  information  on  the  effective  place  of  management  of  companies,  some  Member 
States  which  have  this  information  in  the  register  are  those,  which  require  a  “real  seat”  of  the 
company in their territory as a condition for establishment there.  

2.5.2.  Limited functionalities in BRIS (e.g. search criteria, no interconnection with other 

EU interconnection systems)  

BRIS  is  currently  not  connected  to  other  interconnection  systems  relating  to  company-relevant 
information.  The  interconnection  of  all  insolvency  registers  (IRI)73  was  established  in  2021 
following  Regulation  (EU)  2015/848  and  is  accessible  on  the  European  e-Justice  portal.  The 
beneficial ownership registers interconnection system (BORIS)74 became operational in 2021 on the 
basis  of  Directive  (EU)  2015/849  as  amended  by  Directive  (EU)  2018/843.  The  BORIS 
interconnection  uses  the  same  technology  and  technical  infrastructure  created  for  BRIS  (i.e.  the 
"European  central  platform").  All  these  interconnections  have  different  lifespans  and  have  been 
developed separately, although all are accessible on the European e-Justice portal and two of them 
(BRIS and BORIS) use the same infrastructure and technology.  

The  functioning  of  BRIS  is  based  on  the  EUID,  which  every  limited  liability  company  has.  The 
EUID also links these companies and their cross-border branches. The EUID is free of charge and 
builds  on  national  registration  company  and  contains  the  following  elements:  a)  country  code,  b) 
business  register  identifier  and  c)  company’s  registration  number.  It  is  also  compliant  with  ISO 
6523.  However,  the  EUID  in  BRIS  is  currently  available  only  to  limited  liability  companies  and 
their  cross-border  branches  and,  with  the  exception  of  BORIS,  it  is  currently  not  used  to  link 
company information stored in different registers75.   

Finally,  the  harmonised  criteria  for  the  BRIS  search  service  provided  on  the  European  e-Justice 
Portal  were  established  by  the  Commission  Implementing  Regulation  2021/104276.  It  allows  the 
search  via  BRIS  by  company  name  and  registration  number.  This  is  based  on  the  information 
disclosed  and  available  through  BRIS  in  accordance  with  the  Codified  Company  Law  Directive. 
However, the need for increased and more sophisticated search criteria goes hand in hand with the 
increasing need for more company information.  

2.5.3.  Different intensity  and procedures  in Member States to verify the correctness  of 

company information before it is entered in business registers 

Currently, EU company law lays down limited harmonised obligations to verify how company data 
should be checked before it is entered into business registers. Article 10 of the 1968 First Council 
Directive77 (now Article 10 of the Codified Directive) requires Member States to provide for either 
i) preventive administrative or judicial control at the time of the formation of the company; or ii) for 
the instrument of constitution, the company statutes and any amendments to those documents to be 

73 European e-Justice Portal - Bankruptcy & insolvency registers - search for insolvent debtors in the EU (europa.eu) 
74 European e-Justice Portal – Beneficial ownership registers interconnection system (BORIS) (europa.eu) 
75 For an example of the use of EUID for other authorities, see example on EPREL above. 
76 EUR-Lex - 32021R1042 - EN - EUR-Lex (europa.eu) 
77 First Council Directive 68/151/EEC. 

18 

 
                                                 
drawn up and certified in due legal form. However, it leaves it to the Member States to specify the 
items  to  be checked, the intensity of the checks  and other details  of the  process.  This  was  due to 
differences between the standards of Member States at the time of the adoption of this provision in 
196878.  More  recently,  Directive  (EU)  2019/1151  introduced  minimum  harmonisation  for  ex-ante 
checks  (e.g.  checking 
to  fully  online 
formation/registration of certain companies (private limited liability companies) and to the fully on-
line  filing  of  documents  to  the  business  register  by  all  limited  liability  companies79.  They  were 
introduced primarily to provide safeguards against any abusive/fraudulent use of online procedures 
and not  specifically  to  ensure realiability of data;  they only  apply to  on-line procedures  while for 
any  offline  procedures  and  for  formation/registration  of  other  company  types,  there  are  no 
mandatory EU rules. 

the  natural  person)  applicable 

identity  of 

the 

As to national rules in place, all Member States carry out, to a certain extent, an ex-ante scrutiny of 
company  documents  and  information,  i.e.  check  or  verify  those,  before  they  are  entered  in  the 
business  register.  However,  there  are  different  approaches  in  Member  States  based  on  their  legal 
traditions. The differences relate to the intensity of checks, procedures or also to the person/body in 
charge of verifying the information (e.g. notaries or lawyers together with the business register or 
only the business register).80 

2.5.4.  Company  data  originating  from  other  Member  States’  business  registers  is  not 

recognised cross-border and subject to formalities  

The  acceptance  of  company  documents  or  information  from  other  Member  States’  registers  by 
authorities  or  courts  is  usually  subject  to  some  conditions.  Most  national  authorities  or  courts 
require an apostille to accept company documents/information from other Member States’ business 
register as valid for administrative procedures or court proceedings in their country. Apostille is a 
certificate  issued  by  a  competent  authority  which  proves  the  authenticity  of  the  document,  and 
which is then recognised by all countries party to the Hague Convention (Apostille Convention)81. 
All  Member  States  are  party  to  this  Convention  and  it  applies  to  public  documents,  including 
administrative ones, which, in turn, include extracts from business registers82. Eight Member States 
(AT,  BE,  BG,  DK,  EE,  ES,  LV,  and  SI)  have  implemented  apostilles  in  electronic  format83.  In  a 
limited  number  of  countries,  there  are  bilateral  agreements,  which  simplify  this  procedure. 
However, it seems that many of these agreements are restricted to civil status documents. The scope 
of these agreements may also vary and there is a certain degree of uncertainty as to whether or not 
they  apply  to  documents  from  other  Member  States’  business  registers.  In  addition,  all 
documents/information  from  business  registers  are  not  treated  in  the  same  way.  While  an  extract 
from  a  foreign  business  register  would  be  considered  as  a  foreign  public  document,  other 
information not in the form of an official document would be treated as private documents.84 This 
means that in practice, the situation is not clear and the conditions for acceptance of documents and 
the requirements to  have  apostille vary depending on circumstances  and  purposes across Member 

78  The  approaches  varied  e.g.  between  DE,  which  required  both  judicial  control  and  notarisation  of  the  statutes,  IT 
where judicial control was needed or BE and LU which called for notarisation of the statutes only. 
79 Articles 13g and 13j of Directive (EU) 2019/1151.  
80 More detailed information will be presented in tables in Annex 12. 
81  Convention  of  5  October  1961  Abolishing  the  Requirement  of  Legalisation  for  Foreign  Public  Documents  (the 
Apostille Convention), 
82 The  Hague  Conference on Private  International  Law, Permanent Bureau,  Apostille Handbook, A Handbook on the 

Practical Operation of the Apostille Convention, 2013. 

83 See the Implementation Chart of the e-apostille. 
84 Supporting study. 

19 

 
                                                 
States85. The legal uncertainty created by unclear and varying rules and practices  is  confirmed by 
targeted  consultations.  While  the  Public  Documents  Regulation86  removed  unnecessary  formalities 
(apostille) for citizens,  companies  in  cross-border situations  continue to  face the legal  uncertainty 
and administrative burden. 

Meeting this requirement can be costly and costs for apostille vary across Member States, as shown 
in the table in Annex 8. Applying for an apostille can also cause additional costs in terms of time. In 
addition  to  legalisation/apostille  requirements,  documents  or  information  must  also  be  typically 
translated into the language of the relevant Member States by certified translators. 

  According to  a  law  firm  interviewed as part of the  targeted  consultations, it  took  almost  two 
months to obtain the information to conclude a cross-border acquisition of a Spanish company 
by  a  French  company,  mainly  because  of  the  delay  in  obtaining  the  apostille  for  the 
information received from the business register. 

  For instance, for the documents from another Member State’s business register to be recognised 
as  legal  evidence  for  legal  proceedings  in  a  Spanish  court,  the  formal  authenticity  of  the 
documents needs to be confirmed (e.g. by apostille), they need to be translated into Spanish87.  

As regards requirements when a (parent) company sets up branches or subsidiaries in other Member 
States, the business register or the body/person in charge in that country requests information about 
the  parent  company  in  addition  to  information  about  branch  or  subsidiary.  For  example,  for  the 
setting  up  a  cross-border  branch,  all  Member  States  (except  DK)  require  additional 
documents/information compared to those required for setting up domestic branches. This includes 
information  relating  to  the  foreign  (parent)  company  e.g.  its  name,  legal  form,  amount  of  the 
subscribed  capital,  information  on  its  corporate  status,  annual  financial  statements,  proof  of  the 
registration  of  the  foreign  company  in  the  relevant  business  register  or  copy  of  the  instrument  of 
incorporation88.  Although  this  information  already  exists  in  the  business  register  of  the  parent 
company,  the  companies  are  still  often  required  to  re-submit  it  with  formalities,  including 
translation and legalisation/apostille. Similar rules apply when setting up cross-border subsidiaries.  

Only  a  few  Member  States  (e.g.  BG,  EL,  LT  and  LV)  retrieve  the  documents  required  for  the 
registration  of  branches  of  foreign  companies  directly  from  other  business  registers.  Some  others 
responded  to  the  surveys  for  the  supporting  study  that  their  national  rules  did  not  provide  for  a 
direct  retrieval  of  information  from  other  Member  State  business  registers,  or  that  the  technical 
means for a direct retrieval of data from other business registers was lacking, or that all information 
necessary to set up a branch in some Member States was not available through BRIS89.  

2.5.5.  Divergent company extracts  

Business registers in most Member States issue company extracts. The aim of these documents is to 
provide  in  one  document  basic  or  more  detailed  company  data  that  is  available  in  the  business 
register at the moment when the extract is generated by the register. However, currently there are 

85 Supporting study.  
86 Regulation (EU) 2016/1191 amending Regulation (EU) No 1024/2012 
87 Article 323.2º of Civil Procedure Law regarding legalisation; Article 144 of the Civil Procedure Law regarding the 
translation;  and  Article  323.1  of  the  Civil  Procedure  Law  regarding  the  formalities  in  the  other  Member  State.  For 
consolidated jurisprudence in Spain on this issue, see e.g. Resolution of Supreme Court of Spain of 21/11/2016. 
88 Supporting study  
89 Supporting study. 

20 

 
                                                 
different  practices  across  Member  States  with  regard  to  the  structure  and  content,  length,  cost  of 
company extracts and regarding languages in which they are issued90.  

2.6.  How likely is the problem to persist? 

If  no  additional  EU  action  is  taken  in  this  area,  overall,  there  will  continue  to  be  limited 
transparency and limited availability of reliable company data in business registers and at EU 
level  (through  BRIS)  about  16  million  limited  liability  companies  and  about  around  2  million 
partnerships.  Furthermore,  barriers  to  direct  use  of  company  data  in  cross-border  situations 
will continue to exist, including insufficent use of the once-only principle and therefore, double 
requirements for companies when setting up cross-border subsidiaries or branches.  

At  the  same  time,  users’  needs  will  be  likely  to  evolve.  In  line  with  digital  developments,  the 
interest  in  company  data  is  increasing  and  stakeholders  will  continue  to  be  more  and  more 
interested  in  easy  access  to  reliable/official  company  data  for  different  purposes.  In  response, 
Member States are already making efforts and will most likely continue to improve (and digitalise) 
company  law  procedures  and  access  to  company  data  at  national  or  regional  level,  as  well  to 
connect  companies  and  different  authorities  or  connect  different  authorities.  The  Nordic  Smart 
Government (NSG) project run by the Nordic trade registers, which aims to enhance the automation 
and  use  of  financial  data  between  companies  and  from  companies  to  the  authorities91,  or  the 
cooperation  between  the  Estonian  and  the  Finnish  registers  to  simplifiy  cross-border  data 
exchange92, are examples of such regional developments. However, without EU level action, such 
national  or regional developments  would not  be able to  create a reliable  and trustworthy business 
environment  and  remove  barriers  to  the  use  of  company  data  when  setting  up  cross-border 
subsidiaries and branches and in other cross-border situations, including administrative procedures 
and  court  proceedings.  In  certain  regions,  as  a  result,  companies  would  be  in  a  more  preferential 
situation than in others.  

The  reforms  in  the  third  countries  close  to  the  EU  would  also  be  likely  to  continue  and  have  an 
impact on developments in the EU. For instance, the United Kingdom is about to perform a major 
reform of its business register as it is considered to be a key element of the information architecture 
of the UK economy and estimated that to be worth £1-3 billion to its users. The reform is meant to 
respond  to  current  challenges  and  in  particular  to  concerns  about  the  accuracy  of  the  companies’ 
register  as  well  as  to  enable  the  register  to  play  a  greater  role  in  tackling  economic  crime  and 
fraud93.  

The  commercial  service  providers  would  also  continue  to  sell  company  data  online  against 
substantial  fees, however, they  would not  be able to  provide  up-to-date  company  data for official 
use, on which third parties can rely and which is required by public authorities and which can be 
obtained from business registers and through BRIS. In addition, other types of commercial service 
providers  such  as  those  offering  services  to  obtain  company  extracts  from  business  registers, 
including apostille and translations, would continue to emerge. This could aggrevate the difficulties 
to identify the official source of company data on-line.   

90 More detailed information is presented in tables in the Annex. 
91 Nordic Smart Government (Denmark, Finland, Sweden, Iceland and Norway). 
92 Commercial registers of Estonia, Finland sign agreement on data exchange :: The Baltic Course | Baltic States news 
& analytics (baltic-course.com). 
93 Corporate Transparency and Register Reform White Paper (publishing.service.gov.uk). 

21 

 
                                                 
New  targeted  initiatives  or  sectoral  legislation  might  be  also  put  forward  at  national  or  EU  level, 
with an aim to fill in this gap in company information, requiring companies to submit information 
for their purposes, and possibly creating new EU databases or EU level registries. This would likely 
result in multiple and overlapping reporting requirements and thus increased administrative burden 
for  companies  given  that  company  registration  is  a  national,  EU  and  international  level  legal 
obligation and the other initiatives would not be able to replace it but would in practice only add to 
it. Any new databases or registries would also require public funding both at national and EU level, 
leading  to  unnecessary  additional  expenses  at  both  levels,  given  that  business  registers  and  BRIS 
already exist and can be extended.  

In  general,  the  work  towards  providing  key  public  services  online  for  European  citizens  and 
businesses  and  creating  connected  public  administrations,  including  through  the  use  of  the  once-
only principle, would be ongoing following the Communication 2030 Digital Compass, towards the 
target of 100% of key public services  being available online for European citizens and businesses 
by  2030.  However,  while  Member  States  would  continue  to  work  towards  that  target  at  national 
level,  without  a  targeted  EU  initiative,  these  objectives  could  not  be  achieved  for  cross-border 
procedures between companies and public authorities (in particular business registers), which rely 
on the use of the official company data in business registers. These would continue to be hindered 
by burdensome formalities. Similarly, solely actions at the national level would not be sufficient to 
apply the once-only principle for setting up of cross-border branches and subsidiaries. 

3.  WHY SHOULD THE EU ACT? 

3.1.  Legal basis 

This  initiative  aims  to  enhance  transparency  in  the  Single  Market  by  increasing  the  amount  and 
improving the reliability of company information available in national business registers and at EU 
level  (i.e.  cross-border  through  BRIS)  and  thus  complement  the  existing  harmonised  disclosure 
requirements enshrined in the Codified Company Law Directive. In addition, this initiative aims to 
ensure legal certainty and lift barriers to the use of company information in cross-border situations, 
including  administrative  procedures  and  court  proceedings,  and  when  setting  up  cross-border 
subsidiaries  and  branches,  and  thus  enhancing  and  facilitating  the  freedom  of  establishment  by 
companies. For these objectives to be achieved, in line with the Codified Company Law Directive, 
the  appropriate  legal  basis  for  the  initiative  is  Article  50  of  the  Treaty  on  the  Functioning  of  the 
European Union (TFEU), in particular articles 50(2) (b) (close cooperation between the competent 
authorities  in  the  Member  States),  50(2)  (c)  (abolition  of  administrative  procedures  and  practices 
forming and obstacle to freedom of establishment), 50(2) (f) (progressive abolition of restrictions on 
freedom  of  establishment)  and  50(2)  (g)  (coordination  measures  concerning  the  protection  of 
interests of companies’ members and other stakeholders) should be envisaged. In addition, Article 
114 of TFEU could possibly be added.  

3.2. 

Subsidiarity: Necessity of EU action 

As the problems described earlier show, the current situation is mainly caused by divergent national 
rules  and  lack  of  appropriate  rules  at  EU  level.  First,  to  increase  the  scope  of  available  company 
data at  EU level  through BRIS, a coordinated action is  required to ensure that all Member States 
have the data in their business registers and that the data is accessible comparable and multilingual 
format centrally at EU level through BRIS. Similarly, co-ordinated action is required to ensure that 
there are common checks of company data before it is entered into a national business registers to 
improve its reliability and facilitate its use in a cross-border situations. Finally, to enable the cross-

22 

 
border  use  of  company  data  including  the  application  of  the  once-only  principle  requires  the 
elimination of barriers.  

Therefore, Member States acting individually could  not  satisfactorily remove the barriers  because 
rules  and  procedures  would  need  to  be  compatible  and  coherent  in  order  to  work  in  cross-border 
situations. A coherent  legal  framework for cross-border transparency  and  availability  of company 
data, and for cross-border use of company data can be achieved exclusively at EU level.    

3.3. 

Subsidiarity: Added value of EU action 

There is a strong value added of action at EU level in the context of this initiative because it focuses 
on  cross-border  issues.  Improving  the  availability  and  reliability  of  comparable  and  multilingual 
company data at EU level and cross-border is an objective that needs to be achieved at EU level. In 
addition,  EU  action  is  needed  because  this  initiative  aims  to  build  on  BRIS,  which  is  an  already 
operational  EU  level  system  of  interconnection  and  provides  for  multilingual  and  comparative 
company information cross-border. Similarly, the value added from linking the EU level systems of 
interconnection  of  registers  can  also  be  only  achieved  by  an  EU  action.  Common  rules  are  also 
required  to  ensure  that  similar  checks  of  company  data  are  carried  out  before  it  enters  business 
registers and only those can result in increased legal certainty about company data for companies, 
authorities  and  other  stakeholders  in  the  Single  Market.  The  objective  of  enabling  direct  use  of 
company data from business registers in cross-border situations equally requires action at EU level 
to  introduce  the  once-only  principle  or  provide  for  a  common  company  extract  that  would  be 
recognisable  in  all  Member  States.  In  line  with  the  principle  of  proportionality,  the  planned 
initiative will not go beyond what is necessary to achieve its objectives by targeting specific cross-
border issues (i.e. needs of direct users to access and use cross-border official company data from 
business registers) which could not be achieved by Member States on their own.  

4.  OBJECTIVES: WHAT IS TO BE ACHIEVED? 

The general and specific objectives of this initiative are presented in the following figure. 

Objectives 

4.1.  General objectives 

In  order  to  respond  to  the  problems  identified,  the  overarching  aim  of  the  planned  initiative  is  to 
contribute  to  the  creation  of  a  more  integrated  and  digitalised  Single  Market  by  creating  more 

23 

 
 
reliable  legal  framework  that  provides  legal  certainty  for  companies  and  other  stakeholders  while 
contributing to the fight against abuse. The objective is to enhance transparency about companies in 
the Single Market, through the use of digital tools (such as BRIS), to create trust between Member 
States,  while  at  the  same  time  reducing  overall  administrative  burden  for  companies  and  other 
stakeholders  in  cross-border  situations.  The  aim  of  the  initiative  is  also  to  enhance  cross-border 
cooperation  in  particular  between  business  registers  (more  connected  public  authorities)  in  the 
Single Market and at the same time, to make it easier for SMEs to expand cross-border.  

In addition, by building on the “first hand” information about companies in business registers and 
their interconnection at EU level, the planned initiative would encourage more authorities (e.g. tax 
authorities) to use the company data directly from the business registers and BRIS and thus reduce 
the  burden  on  companies  by  extending  -  de  facto  -  the  application  of  once-only  principle  (i.e. 
companies would not need to submit the information to authorities because authorities would access 
directly  the  information  in  the  business  registers).  The  initiative  would  also  lay  down  the 
foundations for more connected public administrations cross-border in the Single Market by making 
it possible to connect other EU level systems/registers to BRIS.  

This would contribute to complementing the Single Market, in particular for digital as called by the 
European Council conclusions of 24-25 March 2022.  

4.2. 

Specific objectives 

To  address  the  problem  drivers,  the  planned  initiative  aims  to  meet  the  specific  objectives  as 
explained below.  

4.2.1.  Increasing the amount and improving the reliability of company data available in 

business registers and/or BRIS 

The first objective is to make more information about EU companies available in business registers 
and in particular in BRIS. The consultation activities for this IA showed demand for more company 
data,  with  87%  of  respondents  to  the  public  consultation  in  favour  of  more  harmonised  company 
information being made available on a cross-border basis (through BRIS), with majorities in favour 
across  stakeholder  groups94.  The  planned  interventions  would  seek  to  do  this  by  building  on  the 
company information, which is available in the national business registers and making it available 
at EU level in BRIS. In addition, based on stakeholder needs, the initiative would seek to provide 
access  to  more  information  both  in  national  business  registers  and  BRIS.  However,  having  more 
information  available alone would not  meet  the objective sought.  All the stakeholders, authorities 
and public at large need to be able to trust that the information about companies is accurate, up-to-
date and trustworthy so that they can rely on it for their business purposes or in administrative or 
court procedures. Therefore, the initiative also seeks to ensure that company data, which is entered 
into  business  registers  and  which  is  also  accessible  through  BRIS,  is  accurate,  up-to-date  and 
trustworthy. Finally, in order to further enhance the access to company data, the initiative seeks to 
improve  the  ways  of  searching  for  company  information  in  BRIS  and  to  find  synergies  between 
BRIS and other EU level register interconnection systems, which contain company information.  

94 All responding companies and legal professions, 93% of public authorities, 81% of EU citizens and 68% of business 
associations were in favour. 

24 

 
                                                 
4.2.2.  Enabling direct use of company data available in business registers when setting 
up  cross-border  branches/subsidiaries  and  in  other  cross-border  activities  and 
situations 

The second objective is to enable the use of the company information available in business registers 
and in BRIS in cross-border situations. In consultation activities stakeholders in general confirmed 
the  existence  of  obstacles  to  cross-border  use  of  company  data  and  were  overall  supportive  of 
introducing measures to help companies when setting up subsidiaries/branches or in contacts with 
authorities/courts in other Member States. First prerequisite for this is that company data in business 
registers is reliable, which is addressed under the first objective. This also shows the interlinkages 
between different problem drivers as well as between the objectives. The second prerequisite for the 
cross-border  use  of  company  data  is  that  its  use  is  not  hampered  by  costly  and  time-consuming 
formalities creating administrative burden, complicating and slowing down procedures.  Therefore, 
the  planned  initiative  aims  to  address  the  administrative  barriers  and  formalities  as  well  as  the 
diversity of national company extracts, which EU companies need use when operating cross-border. 
Finally,  concerning  setting  up  of  cross  border  subsidiaries  and  branches,  the  initiative  aims  to 
ensure  that  the  company  doing  such  cross-border  expansion  would  not  need  to  file  information, 
which  already  exist  in  its  own  business  register,  twice  or  more  and  thus  could  rely  on  the 
application of the once-only principle.   

5.  WHAT ARE THE AVAILABLE POLICY OPTIONS? 

5.1.  What is the baseline from which options are assessed? 

In the absence of any EU action, the BRIS could not provide access to any new information beyond 
what  is  regulated by  Articles  14 and 19 of the Codified Company  Law  Directive.  Information  on 
other types of companies would remain available only in the national business registers, while other 
information  (such  as  on  groups)  would  continue  to  be  only  sporadically  available.  Stakehdolers 
would need to access each national business register separately to find such information (in case it 
exists) in other Member States, including the associated difficulties to compare such data as well as 
the language barriers. This would mean that all stakeholders, be it companies, investors, creditors, 
legal  professionals,  authorities  or  the  public  in  general  would  neither  have  access  to  additional 
comparable official information at EU level about 16 million limited liability companies in the EU 
nor to information about around 2 million partnerships.   
The implementation  of the Anti-Money  Laundering Directive95 improves transparency by making 
information  about  beneficial  owners  of  legal  entities  and  arrangements  publicly  available,  but  it 
does  not  provide  access  to  any  other  information  about  corporate  entities.  In  addition,  not  taking 
further  action  to  increase  transparency  about  companies  at  EU  level  could  mean  that  certain 
company types, on which there is less transparency, could be used for fraudulent/abusive purposes.  

As  regards  ex-ante  verification  of  company  data,  some  progress  would  be  achieved  through  the 
implementation  of  the  2019  Company  Law  Digitalisation  Directive  which  introduced  some  basic 
ex-ante checks (e.g. checking the identity of the natural person) before the company (mainly private 
limited liability  company) is  registered fully on-line or when the company files fully on-line new 
information  into  the  business  register.  However,  the  primary  aim  of  those  checks  is  to  provide 
safeguards  against  any  abusive/fraudulent  use  of  online  procedures  and  they  are  limited  to  online 
procedures. Thus, in general, the reliability of company data cross-border would continue to create 
a problem for the cross-border use of such data.  

95 Directive (EU) 2015/849 as amended by Directive (EU) 2018/843. 

25 

 
                                                 
The  possibility  to  use  company  data  in  cross-border  situations  would  continue  to  be  hindered  by 
costly  formalities  or  sometimes  even  be  impossible.  As  to  the  SMEs,  which  represent  98-99%  of 
limited liability companies in the EU, these problems could affect around 40% of SMEs96, as those 
are  engaged  in  cross-border  activities.  It  would  be  unlikely  that  without  any  targeted  EU 
intervention the use of the once-only principle (no double submisson of the same information) when 
a company sets up cross-border subsidiary or branch would be implemented. Every year, this would 
concern  around  4,000  new  cross-border  subsidiaries  and  4,500  new  cross-border  branches.  In 
addition, no comprehensive simplification in formal requirements could be expected in cross-border 
situations. Even if Member States would introduce some changes e.g. digitalise  company extracts, 
they  would  continue  to  be  divergent,  and  not  recognised  across  the  Single  Market  without 
translation  and  further  formal  requirements  (apostille).  Thus,  companies  would  continue  to  face 
costly and lengthy procedures due to double submission requirements. This would not only concern 
those who set up cross-border subsidiaries or branches but all EU companies which engage in cross-
border activities, be it cross-border trade, services, investment, public procurement, and take part in 
administrative procedures in that context, or which are parties to court proceedings.  

Other specific EU level initiatives could continue to apply, e.g. the European Single Access Point 
(ESAP)97 initiative, once agreed upon by the co-legislator. It would facilitate access mainly to entity 
and product related financial market information for investors, with the purpose of serving financial 
market  needs.  It  would  not  include any mechanism  for cross-border cooperation and exchange of 
company  data.  Also,  the  Single  Digital  Gateway  would  continue  to  apply,  but  it  does  not  cover 
business  registers,  company  procedures  and  use  of  company  data  in  cross-border  administrative 
procedures. These and some other related initiatives are described in Annex 9. 

As a result, in the baseline scenario costs would remain significant for users. Limited transparency 
would  maintain  higher  costs  for  accessing  cross-border  company  data  and  companies  and  other 
stakeholders would continue to be hindered and face costs when trying to use cross-border company 
data  in  administrative  procedures  or  court  proceedings  or  when  trying  to  expand  their  business 
activities through subsdiaries or branches cross-border. This would lead to missed opportunities for 
companies in the Single Market. 

5.2.  Description of the policy options 

This section describes policy options which address the drivers described in section 2.2 above. They 
aim  to  i)  make  more  company  data  available  in  business  registers  and  accessible  cross-border 
through  BRIS,  ii)  interconnect  BRIS  with  other  systems  and  enable  better  searches,  iii)  to  make 
such company data in business registers and BRIS more reliable and iv) enable the cross-border use 
of  company  data  from  business  registers  in  cross-border  situations.  The  preferred  option  will  be 
presented as a package of measures. 

All the policy options presented in this section are based on legislative measures. This is because 
this  initiative  builds  on  the  existing  EU  company  law.  The  Codified  Company  Law  Directive 
regulates  company  information  available  in  business  registers  and  through  BRIS  and  the  related 
implementing  acts  ensure  the  uniform  technical  implementation  of  these  legal  obligations  (e.g. 
comparability of data in BRIS and interoperability). Finally, the described drivers, which the policy 

96 IA on public documents. Other sources showed similar data, e.g. more than one third of SMEs (36%) imported from 
another country within the EU, while 30% exported to another EU country,  according to the 2015 Eurobarometer 421 
on  internationalisation  of  SMEs  (fl_421_sum_en.pdf).  According  to  the  2018  report  on  “SMEs  growing  beyond 
borders”, the proportion of exporting SMEs varies somewhat across the various databases, ranging from 42% to 54% 
(SME Performance Review (europa.eu)).  
97  Proposal  for  a  Regulation  establishing  a  European  single  access  point  providing  centralised  access  to  publicly 
available information of relevance to financial services, capital markets and sustainability (COM/2021/723 final) 

26 

 
                                                 
options aim to address, are all of legal nature and it would be only possible to address them through 
legal action.  

The  following  tables  summarise  the  baseline  scenario  and  how  the  different  policy  options  can 
address  the  different  drivers.  The  overall  intervention  logic,  which  shows  how  policy  options 
address  the  drivers  (i.e.  causes  of  the  problems)  in  order  to  meet  the  specific  and  the  general 
objectives is included in Annex 5. 

5.2.1.  Policy  options  1  to  make  more  company  information  available  in  business 

registers and/or BRIS  

In order to contribute to the specific objective 1, namely to increase the amount of company  data 
available in business registers and/or BRIS, a number of options are considered. The policy options 
consist  of  different  clusters  of  company  data,  which  vary  in  terms  of  whether  data  is  already 
available in business registers or not as well as in terms of scope i.e. number of companies covered. 
The policy options are not  based on a  specific threshold (certain  turnover, number of  employees) 
because to address stakeholders’ needs and to increase transparency in the market, it is not possible 
to differentiate companies according to thresholds. Therefore, the policy options include the entire 
clusters.  

Under  option  1a,  information  about  other  types  of  companies  than  limited  liability  ones,  i.e. 
partnerships, would be also made available through BRIS98. This would apply to around 2 million 
partnerships in the EU99. Today, this information is already filed in national business registers but it 
is  not  covered by  EU rules. Therefore, this option would introduce  certain harmonised disclosure 
requirements  for  partnerships  at  EU  level  to  ensure  that  these  entities  file  the  same  basic 
information  in  business  registers  regardless  of  the  Member  State  where  they  are  registered.  The 
harmonised  requirements  would  build  on  the  example  of  the  existing  EU  disclosure  requirements 

98 Article 16(6) of Directive 2017/1132 lays down requirement that documents and information submitted is stored by 
the  registers  in  a  machine-readable  and  searchable  format  or  as  structured  data  (by  1  August  2023).  BRIS  requires 
Member States to exchange specific information as structured data since 2017. 
99 See annex 6.  

27 

 
 
 
                                                 
for  limited  liability  companies100  but  would  be  adjusted  for  partnerships  on  the  basis  of  their 
characteristics  and  taking  into  account  the  existing  national  disclosure  requirements  for  these 
entities. In addition, while EU Company Law already requires that third country company branches 
are  disclosed  in  national  business  registers,  this  option  would  make  information  about  them 
available in BRIS101.. In line with the current Article 19 of the Codified Company Law Directive, 
this  option  would  make  certain  information  in  BRIS  accessible  free  of  charge,  while  for  others 
Member States could require payment of fees in BRIS.  

Under  option  1b,  in  addition  to  information  about  partnerships  and  third  country  company 
branches, the information related to cross-border group structures, which is only available in a few 
business registers102 would also be made available in all the business registers and via BRIS. There 
are around 135.000 cross-border groups of companies in the EU103. This option would thus apply to 
around 2 million partnerships as well as to around 135,000 cross-border groups. It would consist of 
harmonised requirements for companies to disclose some group-related information, e.g. in terms of 
how the group is  formed but  not  covering information related to  intra-group transactions or other 
activity of economic nature between the members of the group. The disclosure requirements would 
not  aim to  harmonise the concept  of a  “group”  but  would rather follow  a similar approach to  the 
current disclosure requirements which do not include any substantive harmonisation, and it would, 
to  the  extent  possible,  build  on  the  concepts  already  included  in  the  EU  acquis104.  The  company 
heading 
to  provide  an  easy  and  user-friendly 
description/visualisation  of  the  group  structure  to  their  national  business  register105.  This 
information would allow to have a comprehensive overview of a group in one place. In addition to 
the  above,  information  about  the  single  member  (i.e.  ownership)  for  the  single-member  limited 
liability companies which the EU company law rules already require to be disclosed in the business 
register or in a public register kept by the company106, would be made available via BRIS. Single-
member companies are also often used in group structures107.  

the  group  would  also  be 

required 

Under  option  1c,  information  related  to  their  place  of  management  and  the  place  of  the  main 
economic  activity  of  limited  liability  companies,  which  is  only  available  in  a  few  business 
registers108, would also be made available  in all the business registers and via BRIS. Therefore, this 
option  would  apply  to  around  2  million  partnerships,  around  135,000  cross-border  groups  and  to 
around  16  million  limited  liability  companies.  Similarly  as  for  groups,  this  option  would  involve 
introducing new disclosure requirements at EU level, as this information is currently most often not 
required or disclosed by business registers, and this option would also not aim to harmonise these 
concepts at EU level109.    

In addition, a few stakeholders suggested that BRIS should give access to all information available 
in national business registers. However, given the way BRIS is technically constructed including as 
regards the data comparability and interoperability, this is not a technically feasible option.  

100 Articles 14 and 19 of Directive 2017/1132. 
101 There are no estimations available about number of third country branches in the EU.   
102 See Annex 12 for more information. 
103 Structure of multinational enterprise groups in the EU - Statistics Explained (europa.eu). 
104 Building on e.g. the concepts in the Directive 2013/34/EU (Accounting Directive) 
105  E.g.  building  in  the  Accounting  Directive  in  terms  of  frequency  of  reporting.  This  structure  could  also  contain 
information about other legal entities, other than limited liability companies, e.g. foundations, if these are also part of 
the group.  
106 Directive 89/ 667/EEC 
107 E.g. in case another legal person is the sole member of the company. 
108 See Annex 12 for more information. 
109  It  would  follow  a  similar  approach  to  the  current  disclosure  requirements,  which  do  not  include  any  substantive 
harmonisation. 

28 

 
                                                 
5.2.2.  Policy  options  2  to  interconnect  BRIS  with  other  systems  and  enable  better 

searches  

As  an  additional  element  to  increase  transparency,  facilitate  access  to  company  information  and 
thus  further contribute to the specific objective  1, policy options 2  would  aim to  link BRIS with 
other  EU  level  systems  of  interconnection  of  registers.  The  policy  options  differ  in  terms  of 
scope i.e. which companies would be covered by the interconnection and search facilities as well as 
in terms of technical features and functions.  

Under  option  2a,  BRIS  would  be  interconnected  at  EU  level  with  the  EU  Beneficial  Ownership 
Registers  interconnection  system  (BORIS),  which  uses  the  same  technology  and  technical 
infrastructure  created  for  BRIS  (i.e.  the  "European  central  platform").  The  European  unique 
company identifier (EUID), which limited liability companies and their cross-border branches have 
according to EU company law rules110 and which partnerships covered under options 1 would also 
have  and  which  BORIS  also  requires111  would  be  used  to  link  the  information  available  about  a 
particular  company  in  both  registers.  In  practice,  this  would  mean  that  when  searching  for 
information  about  a  particular  company  in  BRIS,  apart  from  information  available  through  that 
system, one would be also able to find the information accessible through BORIS on the beneficial 
owner(s) of that company available for public access (and vice versa). This would mean being able 
to  search  about  16  million  limited  liabilities  and  their  cross-border  branches  as  well  as  2  million 
partnerships  at  once.  This  would  be  supported  by  enhanced  search  functions  in  BRIS,  enabling 
searches by e.g. legal form.   

Under option 2b, BRIS would not only be interconnected to BORIS, but also to the EU Insolvency 
Registers  Interconnection  system  (IRI).  This  would  allow  to  search  for  information  about  a 
particular company in BRIS and BORIS (i.e. about all limited liability companies and partnerships 
covered  by  options  1)  as  well  as  to  find  out  in  IRI  if  a  particular  company  is  insolvent  or  not, 
depending on the availability of this information at national level. The IRI interconnection system is 
assessed  as  a  separate  option  given  that  it  does  not  use  the  same  technology  and  technical 
infrastructure as  BRIS and BORIS, and it  does  not  yet  use EUID. Therefore,  connection between 
BRIS and IRI raises additional issues and requires more development.  

110 EUID is constructed on the national registration number.  
111 Commission Implementing Regulation (EU) 2021/369 of 1 March 2021 establishing the technical specifications and 
procedures required for the system of interconnection of central registers referred to in Directive (EU) 2015/849 of the 
European Parliament and of the Council. 

29 

 
 
                                                 
5.2.3.  Policy  options  3  to  ensure  an  adequate  verification  of  company  data  before  it  is 

entered into the business register  

Policy options 3 aim to contribute to the specific objective 1, namely to improve the reliability of 
company  data  in  business  registers.  In  addition,  by  increasing  the  reliability  of  company  data, 
these policy options aim to  address the current insufficient trust between Member States and thus 
contribute  to  facilitating  direct  use  of  such  company  data  in  cross-border  situations  (objective  2). 
The options include the introduction of harmonised rules – ranging from less to more extensive ex-
ante check procedures - to ensure that company data was adequately verified in all Member States 
before it was entered in business registers.   

Under option 3a, business registers112 in all Member States would need to carry out similar checks 
in line with a harmonised list including, e.g. the identity of the applicants and compliance with legal 
requirements  (legality).  Such  checks  would  be  carried  out  before  the  company  data  enters  the 
register,  at  the  time  of  registration  of  a  new  company  and  each  time  new  company  data  is  filed. 
They would apply to limited liability companies, and also to partnerships as they would be covered 
by policy options 1.   

Option 3b would set some additional common procedural requirements to further ensure reliability 
of company data in business registers. Such requirements could include e.g. harmonised deadlines 
within which companies should file changes to their company data in the register and could require 
Member States to have in place measures and processes to ensure timely filing of information and 
correct data as well as obligations on business registers to keep their registers updated.  

Finally,  theoretically,  an  additional  option  could  be  considered  to  harmonise  which  authorities 
should  carry  out  the  ex-ante  checks  in  all  Member  States.  This  would  ensure  the  highest  level  of 
checks  in  all  Member  States.  However,  such  an  option  is  not  included  because  it  would  not  be  a 
realistic and politically feasible option given the important divergences between Member States (i.e. 
authorities in charge include business registers, notaries, lawyers).  

112 In this context business registers include any authority or person or body mandated under national law to carry out 
these tasks.  

30 

 
 
 
 
                                                 
5.2.4.  Policy  options  4  to  enable  direct  use  of  company  data  from  business  registers  in 

cross-border situations 

These  policy  options  aim  to  contribute  to  the  specific  policy  objective  2  i.e.  enable  direct  use  of 
company data available in business registers when setting up cross-border branches/subsidiaries and 
in other cross-border activities and situations. Whereas policy option 4a focuses on cases when new 
subsidiaries/branches are set up, policy options 4b and 4c address the cases where already existing 
companies have cross-border activities and/or are parties to cross-border administrative procedures 
or court proceedings. Option 4c addresses specific formalities with specific impacts.  

Option 4a would apply when companies set up subsidiaries and branches in other Member States. 
It would introduce  a  requirement that  companies would not  need to  resubmit information  already 
filed in their national business registers in those cases (once-only principle). In practice, this would 
mean that the company setting up a subsidiary or a branch would be only required to file (in that 
other  Member  State)  specific  information  regarding  the  subsidiary  or  branch.  The  needed 
information  about  that  (parent)  company  could  be  accessed  directly  through  BRIS  or  it  could  be 
exchanged  between  business  registers  via  BRIS  (as  BRIS  already  provides  secure  means  for 
exchange  of  information  between  business  registers  and  technical  means  to  implement  the  once-
only  principle  in  cross-border  situations).  This  could  take  place  in  a  similar  way  to  the  already 
existing exchanges of information via BRIS.   

Under option 4b, in addition to the requirement to apply once-only principle as described in option 
4a,  a  harmonised  company  extract  would  be  introduced  for  EU  limited  liability  companies  and 
partnerships. Companies could use this extract in all cross-border activities and situations (including 
administrative procedures and court proceedings) where they need to prove that e.g. their company 
is validly incorporated. The extract would contain a common set of information (such as company 
name,  registered  office,  legal  representatives)  and  it  would  constitute  a  digital  company  “identity 
card” for EU companies. It would follow an example of national company extracts, but in contrast 
to those, it would be recognised in all Member States without any further formalities, translated into 
all EU languages, and available free of charge. In addition, Option 4b would also put an obligation 
on authorities and courts to recognise certain company data (beyond that included in the common 
extract)  publically  disclosed  in  other  Member  States’  registers.  This  would  mean  that  national 
registers, authorities or courts would be obliged to accept information from another Member State’s 
register as an equivalent of what is required domestically. In practice, this option would mean that 
authorities  and  courts  could  consult  company  information  directly  in  business  register  and  BRIS, 
and the company would not be required to resubmit the existing information again (so application 
of de-facto once-only principle). 

31 

 
 
Option 4c would add to option 4b and ensure that specific formalities (apostille113) for the use of 
extract and other company information in business register in cross-border activities and situations 
would  be  abolished  between  Member  States.  Instead,  business  registers  should  provide  electronic 
certified  copies  of  the  required  information.  Use  of  trust  services  for  the  electronic  copies  and 
extracts by the business registers is already required by the Codified Company Law Directive114. It 
would also be possible to obtain certified electronic copies from BRIS. Given that the company data 
is digital and mostly machine-readable115, this option could also abolish the requirement of certain 
certified translations. 

5.3.  Options discarded at an early stage 

The following policy options were considered but discarded at an early stage and the reasoning is 
described in Annex 10:  

a)  Making  information  on  co-operatives  available  via  BRIS  (discarded  for  reasons  of  technical 

feasibility).  

b) Interconnecting BRIS with the Land Registers Interconnection (LRI) (discarded for reasons of 

technical and legal feasibility) 

c)  Introducing harmonised rules for fully online formation for partnerships (discarded for reasons 
of  legal  feasibility  (it  is  needed  first  to  harmonise  disclosure  requirements  for  partnerships 
before introducing on-line procedures)) 

d) Introducing  measures  for  virtual  registered  offices  at  EU  level  (discarded  for  reasons  of 

political and legal feasibility - premature)  

6.  WHAT ARE THE IMPACTS OF THE POLICY OPTIONS AND HOW DO THEY COMPARE? 

This  section includes  an assessment of the proposed policy options in  comparison  to  the baseline 
scenario.  The impacts assessed to be relevant for the policy options in this IA were selected on the 
basis of their expected  magnitude, their likelihood, their relevance to  stakeholders  and the link to 
Commission  objectives  in  line  with  the  Better  Regulation  Guidelines  (see  annex  4,  section  1.1). 
Figure below shows the selected impacts and stakeholders. 

Selected impacts and stakeholders 

113 In the EU, the procedure of legalisation has been largely substituted by the similar formality of the  apostille. In this 
Impact assessment, reference to apostille covers both apostille and legalisation.  
114 Art. 16a(4) of Directive 2017/1132 
115Art.  16(6)  of  Directive  2017/1132 requires  Member  States  by  1  August  2023  to  ensure  in  a  machine-readable  and 
searchable  format  or  as  structured  data.  BRIS  already  requires  Member  States  to  exchange  specific  information  as 
structured data. 

32 

 
                                                 
The assessment of policy options is based on evidence  e.g. from stakeholders, literature, previous 
impact assessments and/or expert assessment. Each policy option is evaluated on its effectiveness, 
efficiency  and  coherence.  Under  the  effectiveness,  it  was  assessed  to  what  extent  the  objective  is 
realised  by  each  policy  option.  Under  efficiency,  the  policy  options  were  assessed  against  the 
selected  impacts  and  under  coherence,  the  assessment  was  about  what  extent  each  policy  option 
improves internal and external coherence. All the available evidence is translated into scores (0-5). 
In the scoring, the options are compared to the baseline and not between the options (see annex 4, 
section 2.1.2).  

As to the efficiency assessment, the scoring system (0-5) is similar for costs and benefits compared 
to  the  baseline.  This  means  that  a)  for  the  costs,  the  score  shows  the  increase  in  costs  and  b)  for 
benefits the score shows an increase in benefits. For example, score 0 means that no impact, while 
score 2 means rather limited increase in costs/benefits, 5 means very large increase in costs/benefits. 
Policy options are then compared to select a preferred option on each main issue.  

The following sub-sections summarise the results of the assessment.  

6.1. 

Policy  options  1  to  make  more  company  information  available  in  business 
registers and/or BRIS  

Effectiveness 

PO1a = partnerships and third country company branches in BRIS 
PO1b = PO1a + cross-border group structures and ownership in national registers and BRIS 
PO1c = PO1b + place of management and of the main economic activity in national registers and BRIS 

33 

 
 
 
 
Specific  objective  1:    Increasing  the  amount  and  improving  the  reliability  of  company 
data available in business registers and accessible cross-border through BRIS 

Specific Objective 2: Enabling direct use of company data available in business registers 
when setting up cross-border branches/subsidiaries and in other cross-border activities and 
situations 

PO1a  PO1b  PO1c 

2 

1 

3 

2 

5 

3 

All the policy options are relevant and would contribute to addressing objective 1 because they will 
increase  the  amount  of  company  data  in  business  registers  and  BRIS,  and  address  the  needs  of 
stakeholders  who  confirmed  in  consultation  activities  that  they  needed  these  types  of  data  about 
companies from other Member States. While option 1a will cover 2 million partnerships and also 
third-country  branches,  1b  applies  in  addition  to  135,450  cross-border  groups  and  single  member 
limited liability companies, and option 1c will add to those information about place of management 
and of the main economic activity of 16 million limited liability companies. Option 1c will thus be 
most effective as it will make most company information available in business registers and BRIS 
and will have most impact on increasing the transparency in the market. 

The  objective  of  enabling  direct  use  of  company  data  in  cross-border  situations  will  be  achieved 
primarily  by  measures  described  below  but  policy  options  1  will  also  contribute  indirectly  as 
company data can only be used cross-border if it is available in business registers and cross-border 
through BRIS. For the same reasons as above, option 1c will contribute the most to objective 2.  

Efficiency 

Main categories of impacts 

Benefits for businesses 
Trust and transparency in the market  

Ease of doing business and access to the market (cross-border) 
Administrative burden reduction for companies  
Costs for businesses  
Administrative burden increase for companies (one-off) 
Benefits for business registers/public authorities 
Savings related to operational costs for business registers (recurrent) 
Savings related to operational costs for other public authorities (recurrent) 
Costs for business registers/public authorities  
Adjustment costs for business registers (one-off/recurrent) 
Benefits for society at large (i.e. consumers)  
Fight against fraud and abuse 
Digital economy 
Functioning of the internal market  

PO1a 

PO1b 

PO1c 

2 

1 
- 

0 

2 
2 

2 

2 
1 

3 

2 
- 

2 

2 
3 

2 

3 
2 
(not scored separately)  

4 

2 
- 

4 

2 
3 

2 

4 
2 

These  policy  measures  will  benefit  companies,  in  particular  SMEs,  as  they  will  more  easily  find 
comparable,  multilingual  (harmonised)  information.  Better  access  to  information  about  business 
partners  and  potential  clients  in  other  Member  States  should  make  doing  business  easier  for 
companies. In addition, better access to data about companies in other Member States for potential 
creditors  and  investors  might  facilitate  access  to  finance  for  these  companies  or  encourage 
investments in such SMEs. Policy option 1c is expected to bring highest benefits by making most 
information available cross-border.  

Option  1c  will  also  bring  most  benefits  (as  compared  to  1a  and  1b)  to  business  registers,  other 
public authorities and courts as having more comparable and easier accessible data should facilitate 
their work when they look for information about companies from other Member States. It is clear 

34 

 
 
 
from the supporting study survey that public authorities (e.g. tax authorities) have strong interest in 
the company data covered by these policy options, in particular about cross-border groups and place 
of the main economic activity, both in terms of trust and because this data can contribute to the fight 
against anti-competitive behaviour and abuse.  

At  the  same  time,  depending  on  the  Member  State,  these  options  may  result  in  some  new  filing 
costs on companies, which  currently  do not  file  such information  to  the register. The information 
under policy option 1a is already filed in business registers, thus no new filing costs are calculated. 
As  regards  options  1b  and  1c,  all  those  companies  which  do  not  file  such  information  to  the 
business  register  today  would  need  to  do  this  as  a  result  of  the  initiative  subject  to  this  impact 
assessment. However, after this implementation phase, companies would need to comply with these 
disclosure  requirements  as  with  any  other  disclosure  requirements.  This  means  that  if  they 
eventually  change  their  place  of  management  or  economic  activity,  they  would  need  to  file  this 
change to the business register. However, such changes are only happening relatively rarely, if not 
at  all,  during  the  life-time  of  a  company.  Concerning  groups,  in  order  to  avoid  cost,  this  impact 
assessment  aligns  the  filing  of  changes  in  the  groups  (i.e.  when  controlling  shareholders  change) 
with  filing  of  accounting  documents  (once  in  a  year).  As  to  newly  created  companies,  this 
information would be part of the filing for the incorporation/registration of new companies and is 
thus assumed to be included in the overall incorporation/registration fee.  

The  filing  costs  will  be  one-off  costs  and  Member  States  should  not  charge  separately  for  these 
items. Their implementation could be spread over time (i.e. companies will have e.g. 3 years to file 
this information). Alternatively, it could be considered that business registers should not charge for 
this  initial  filing  to  avoid  administrative  burden  on  companies  and  also  because  this  does  not 
represent  a  loss  of  existing  revenue  for  business  registers.  However,  because  there  are  some 
adjustment costs for business registers and loss of revenue due to other measures in this initiative, 
this  impact  assessment  takes  a  conservative  approach  and  assesses  potential  filing  costs  for  those 
companies which need to do this new filing.  

These  costs  will  be  higher  under  option  1c  as  more  companies  fall  under  its  scope,  i.e.  not  only 
groups,  but  all  those  limited  liability  companies  which  do  not  currently  file  the  place  of 
management and place of the main economic activity. The potential filing cost is calculated for 14 
million  companies  which  is  a  very  high  (in  other  words,  conservative)  estimate  given  that  such 
information already exists in a number of Member States (see footnote 119). On that basis, the costs 
are estimated to amount to around EUR 311 million one-off cost116. This means around 22 EUR per 
company which needs to file this information. These options will also each impose some one-off IT 
development costs for business registers, estimated at EUR 2.7 million (EUR 100,000 per Member 
State)117.The  efficiency  of  this  option  is  overall  positive  given  that  in  spite  of  one-off  costs  for 
companies  and  business  registers,  it  will  have  strong  recurrent  benefits  in  terms  of  trust  and 
transparency in the market for all stakeholders, and ease of doing business and access to the market 
for companies. Although it is difficult to estimate the value of information, according to the recent 

116 According to the supporting study, in 7 Member States both information about the place of management and place of 
the  main economic activity is already registered, which corresponds to around 5.6 million limited liability companies 
for  whom  there  will  be  no  new  costs.  Consequently,  around  10  million  remaining  limited  liability  companies  would 
need to bear this one-off cost of filing this information as  a result of implementation of this initiative. However, this 
impact assessment has taken a very conservative approach and has estimated the potential cost for 14 million limited 
liability  companies  without  deducting  those  5,6  million  companies.  This  would  mean  that  the  total  one-off  cost  for 
option 1c could be EUR 220 million instead of 311 million estimated in this impact assessment. 
117  In  carrying  out  those  IT  developments,  Member  States  will  be  able  to  build  on  and  benefit  from  their  recent  IT 
developments and investments meet their targets on digitalisation. This may lower their adjustment cost.  

35 

 
                                                 
estimate118, the value of basic company information (e.g. registered addresses, company numbers, 
dates  of  incorporation,  nature  of  business)  was  estimated  at  approximately  £800  (950  euros)  per 
user per year. It can be reasonably assumed that the value of reliable information in the cross border 
context  in the  EU  in  BRIS  would  not  be  less,  but  probably  significantly  higher  than  the  value  of 
information in a national setting as described by the White Paper cited. 

More information about companies will lead to increased transparency and trust about companies in 
the  single  market  and  help  companies  to  do  business  cross-border,  consumers  to  make  informed 
choices when dealing with companies from other Member States, and authorities to tackle fraud or 
abuse. 

Coherence  

Options  1a,  1b  and  1c  are  all  coherent  and  complementary  with  the  other  policy  options  in  the 
initiative  with  the  following  scores:  3,  4  and  5  (see  annex  4,  section  2.4).  In  particular,  the  more 
company data is made available (options 1) and the more reliable it is (options 3), the more its use 
can  be  facilitated  under  options  4.  Interconnection  of  different  EU  systems  (options  2)  will  also 
provide an easier access to wider company data and thus complement options 1. Option 1c ensures 
the most coherence as it provides most company data that can be consulted through interconnection 
with other systems under option 2 and used under option 4. 

in 

rules  and 

international  standards 

All options ensure coherence with relevant EU law and other EU initiatives.  In particular, options 
the  area  of  anti-money 
are  coherent  with  EU 
laundering/countering  the  financing  of  terrorism,  respectively  the  AML  Directive  and  the  FATF 
standards119  as  having  more  company  data  available  facilitates  the  implementation  of  anti-money 
laundering/countering the financing of terrorism measures, correctness of beneficial ownership data 
as well as authorities’ work to fight abuse of corporate entities. The options are also coherent with 
initiative  on  the  European  single  access  point  (ESAP)  for  financial  market  information,  as  ESAP 
focuses mainly on entity and product related information that is relevant mainly for investors, with 
the purpose of serving market needs. The Open Data Directive regulates the re-use of data held by 
Member  States’  public  authorities  for  commercial  or  non-commercial  purposes,  which  is  not 
covered  by  the  planned  initiative.  Finally,  this  initiative  will  be  relevant  for  recent  taxation 
initiatives as more transparency will help tax authorities’ work when in  need of reliable company 
data. In particular, information on groups and place of management and economic activity will be 
valuable data for taxation.  

6.2. 

Policy  options  2  to  interconnect  BRIS  with  other  systems  and  enable  better 
searches  

Effectiveness 

PO2a = Interconnection of BRIS with beneficial ownership register interconnection system (BORIS), use 

of EUID (European unique company identifier), new search functionalities in BRIS 

PO2b = PO2a + Interconnection with insolvency registers interconnection system (IRI) 

Specific  objective  1:    Increasing  the  amount  and  improving  the  reliability  of  company  data 
available in business registers and accessible cross-border through BRIS 

Specific Objective 2: Enabling direct use of company data available in business registers when 
setting up cross-border branches/subsidiaries and in other cross-border activities and situations 

PO2a 

PO2b 

3 

2 

4 

2 

118  “Corporate  Transparency  and  Register  Reform  White  Paper”  from  the  UK  Department  for  Business,  Energy  & 
Industrial Strategy. 
119 In particular Recommendation 24 as amended in March 2022. 

36 

 
 
                                                 
Both  options  are  relevant  for  objective  1  because  they  facilitate  access  to  important  company 
information  by  interconnecting  BRIS  with  other  EU  level  interconnection  systems.  The  use  of 
EUID to link information about a particular company across those systems would make it possible 
to  search  for  more  company  data  in  one  place.  Across  all  consultation  activities,  the  majority  of 
respondents were in favour of linking BRIS both with the interconnection of beneficial ownerships 
registers  (BORIS)  and  of  insolvency  registers  (IRI).  Member  State  experts  have  also  considered 
such interconnection beneficial. Additional search functionalities in BRIS (e.g. also by legal form) – 
supported  by  majority  of  respondents  to  the  public  consultation  and  the  consulted  SMEs  -  would 
also contribute to this objective by making it easier to find company data in BRIS. Policy option 2b 
is  the  most  effective  measure  to  meet  the  objective  as  it  will  connect  BRIS  with  two  other 
interconnection systems and facilitate search for more company data.  

The specific objective 2 will be achieved primarily by measures described below. However, the use 
of the EUID as a unique company identifier will also contribute to facilitating the cross-border use 
of  company  data  by  helping  to  unequivocally  identify  companies  and  e.g.  their  cross-border 
branches,  companies  which  are  part  of  cross-border  mergers,  divisions  or  conversions.  This 
information is valuable to all stakeholders including creditors and shareholders. Making it possible 
to search for more company data in one place through interconnecting BRIS with other systems can 
also indirectly facilitate the cross-border use of company data.  

Efficiency 

Main categories of impacts 

PO2a 

PO2b 

Benefits for businesses 
Trust and transparency in the market  
Ease of doing business and access to the market (cross-border) 
Administrative burden reduction for companies (recurrent) 
Costs for businesses  
Administrative burden increase for companies  
Benefits for business registers/public authorities  
Savings related to operational costs for business registers (recurrent) 
Savings related to operational costs for other public authorities (recurrent) 
Costs for business registers/public authorities  
Adjustment costs for business registers (one-off/recurrent) 
Benefits for society at large (i.e. consumers)  
Fight against fraud and abuse 
Digital economy 
Functioning of the internal  

3 
1 
1 

- 

2 
2 

- 

2 
3 

4 
1 
1 

- 

3 
3 

- 

3 
3 

(not scored separately) 

These  options  will  reinforce  trust  and  transparency  in  the  market  as  stakeholders  will  be  able  to 
search information  about a specific company  more  easily in  several  registers with  the help  of the 
unique company identifier (EUID).  BRIS connected with BORIS (option 2a) would already bring 
benefits  but  these  would  be  higher  if  BRIS  is  also  connected  with  IRI  (option  2b)  as  then  more 
company  information  is  accessible  in  one  place  for  all  stakeholders,  increasing  also  trust  in  the 
market. EUID exists today for around 16 million limited liability companies and their cross-border 
branches  in  BRIS.  BORIS  also  uses  it.  By  extending  its  use  to  partnerships  and  using  it  to  also 
connect information in IRI, the company is unequivocally identified in every register and that data 
in  different  registers  is  connected  to  the  same  company.  EUID  has  no  cost  implications  on 
companies. It is based on the national registration number.  

37 

 
 
 
 
  
Companies would save in searching  cost  for  looking for  information  about  a specific company in 
other  Member  States,  which  would  make  it  easier  to  do  business  with  partners  abroad.  Public 
authorities  would  also  be  able  to  consult  the  company  information  directly  without  the  need  to 
search  or  ask  companies  for  it.  Easier  access  to  more  sets  of  information  would  in  particular 
facilitate 
implement  e.g.  anti-money 
laundering/countering  the  financing  of  terrorism  rules,  ensure  the  correctness  of  beneficial 
ownership data as well as to fight fraud and abuse. For example, the obliged entities under the Anti-
Money  Laundering  Directive  or  those  dealing  with  insolvency  procedures  could  cross-check  the 
company information directly through BRIS.  Business registers would also benefit  as it would be 
possible to check all data via accessing one interconnection of registers instead of two or three.  

the  work  of  authorities  and  obliged  entities120 

to 

There will be adjustment cost neither for companies nor for business registers. The IT development 
needs to be done centrally by the Commission (to connect interconnection systems). The adjustment 
cost for the EU budget is estimated to be EUR 100,000 for option 2a and EUR 500,000 for option 
2b. Due to technical reasons, the connection with BORIS is less costly than with IRI.  

Thus, overall policy option 2b will be more efficient. Linking EU level systems of interconnection 
would strongly contribute to creating more connected public administrations at EU level and cross-
border.  In  addition,  the  use  of  EUID  would  make  it  possible  to  also  connect  other  EU  level 
systems/registers  (as  the  example  of  EPREL  shows)  to  BRIS,  bringing  further  benefits  and 
contributing to a more digitalised Single Market. 

Coherence  

Options  2  are  coherent  and  complementary  to  other  policy  options,  in  particular  to  options  1  (as 
explained  above),  but  also  to  options  3  and  4.  Option  2a  got  score  4  and  option  2b  score  5  (see 
annex 4 section 2.4). The use of EUID as company identifier enables the unequivocal identification 
of  the  company  and  can  thus  connect  the  company  information  in  different  registers.  It  also 
connects companies and their cross-border branches and in a similar way it can be used to connect 
parent companies and their subsidiaries and can  thus help to implement policy options 3 and also 
the use of company data in cross-border situations under options 4. Coherence is higher for option 
2b as it is coherent with both the relevant anti-money laundering rules (beneficial owners’ registers) 
and insolvency rules.  

6.3. 

Policy  options  3  to  ensure  an  adequate  verification  of  company  data  before  it  is 
entered into the business register  

Effectiveness 

PO3a = obligation to check a harmonised list of elements  
PO3b = PO3a + common basic procedural requirements for ensuring reliable and up-to-date data 

Specific  objective  1:    Increasing  the  amount  and  improving  the  reliability  of  company  data 
available in business registers and accessible cross-border through BRIS 

Specific Objective 2: Enabling direct use of company data available in business registers when 
setting up cross-border branches/subsidiaries and in other cross-border activities and situations 

PO3a  PO3b 

3 

2 

4 

4 

120 Under the AML Directive, all private sector operators subject to AML/CFT requirements (e.g. credit institutions, real 
estate agents, notaries, certain persons trading in goods) must perform verifications on their clients. This includes the 
need to identify the customer and verify their identity (in the case of corporate clients the identification and verification 
of the company and its beneficial owners) 

38 

 
 
 
                                                 
Policy 3a will be effective in improving the reliability of company data, i.e. ensuring that companies 
and other stakeholders  can trust  it.  It  will require  business  registers121 in  all Member States to do 
similar checks before company data enters the register. Common rules for verification of company 
data  are  an  adequate  and  important  means  to  ensure  its  reliability;  this  was  confirmed  by 
respondents  to  the  public  consultation  and  company  law  professors122.  In  addition,  legal 
professionals, in particular notaries underlined the importance of adequate checks for ensuring the 
reliability of company data in registers. Option 3b will be even more effective in reaching objective 
1  by  setting  additional  procedural  requirements  (e.g.  deadlines  for  filing  company  data  to  the 
register, measures to ensure timely and correct filing).  

Both options will also contribute to achieving objective 2 as increasing the reliability of company 
data  should  address  the  current  insufficient  trust  in  company  data  between  Member  States,  and 
facilitate its direct (i.e. without additional formalities) use in cross-border situations. Policy 3b will 
be more effective as it will lead to more reliable company data and more trust.   

Efficiency 

Main categories of impacts 

PO3a 

PO3b 

Benefits for businesses 
Trust and transparency in the market 
Ease of doing business and access to the market (cross-border) 
Administrative burden reduction  for companies (recurrent) 
Costs for businesses 
Administrative burden increase for companies  
Benefits for business registers/public authorities  
Savings related to operational costs for business registers (recurrent) 
Savings related to operational costs for other public authorities (recurrent) 
Costs for business registers/public authorities  
Adjustment costs for business registers (one-off/recurrent) 
Enforcement costs for business registers (recurrent) 
Benefits for society at large (i.e. consumers)  
Fight against fraud and abuse 
Digital economy 
Functioning of the internal market 

3 
2 
- 

- 

1 
3 

2 
1 

3 
1 

4 
3 
- 

- 

2 
4 

2 
2 

4 
1 

(not scored separately) 

These  two  options  will  strongly  contribute  to  creating  more  trust  and  more  legal  certainty  in  the 
market for all stakeholders. While making company data increasingly available (policy options 1) is 
the  pre-requisite,  the  creation  of  the  necessary  trust  requires  that  such  data  is  accurate  and  up-to-
date. Therefore, the benefits will be higher for option 3b as the additional basic common procedural 
requirements will make the data more trustworthy and lead to increased legal certainty.  

Such  increased  trust  and  legal  certainty  will  be  beneficial  for  companies,  and  should  reduce 
transaction  costs  because  third  parties,  such  as  creditors  and  shareholders,  can  rely  on  company 
data.  Similarly,  the  increased  legal  certainty  under  both  measures,  but  to  a  larger  extent  under 
option  3b,  can  benefit  business  registers  and  other  authorities,  as  it  should  result  in  them  trusting 
company data from registers in other Member States and reduce the need for additional documents 

121 In this context business registers include any authority or person or body mandated under national law to carry out 
these tasks.  
122 ICLEG report on use of company data. 

39 

 
 
                                                 
from companies. Overall, having more reliable company data in business registers would make such 
data easier to use cross-border.  

These  policy  options  would  on  their  own  not  result  in  a  tangible  reduction  or  increase  in 
administrative burden for companies as the requirements will mostly address business registers. The 
costs are estimated to amount up to EUR 4 million for all business registers. Whether any additional 
resources  would  be  needed,  will  depend  on  the  Member  State  and  the  checks  already  in  place  at 
national level. In this context, some business registers123 expected increases in adjustment costs to 
be  small  as  ex-ante  checks  were  already  in  place.  In  particular  option  3b  may  also  create  some 
limited enforcement costs for some business registers due to need to ensure timely and correct filing 
of company information and to keep registers updated.  

The  efficiency  of  this  option  is  considered  overall  to  be  positive  as  improving  reliability  of 
company data  would  enhance  trust  between Member States and  create  more legal  certainty  in  the 
Single Market, which is essential for companies to be able to exercise their fundamental freedoms 
and for consumers to make informed choices about and trust companies from other Member States. 
These measures will also contribute to fighting against abuse.  

Coherence  

Options 3 are pre-requisite for making the  company data  available under options 1 more reliable. 
Having  more  reliable  company  data  in  business  registers  will  bring  more  trust  and  more  legal 
certainty in the market and between Member States and lay down foundations for cross-border use 
of  such  data  without  burdensome  formalities  under  options  4.  These  policy  options  are  therefore 
fully coherent and complementary. They were scored both to 4 (see annex 4, section 2.4). 

Policy options, in particular Option 3b, are coherent with the EU rules and international standards in 
the  area  of  anti-money  laundering/countering  the  financing  of  terrorism,  in  particular  with  FATF 
recommendation 24124. These options also aim to ensure that the company data is adequate, accurate 
and  up-to-date.  Finally,  enhanced  ex-ante  controls  under  these  options  could  also  contribute  to 
implementation  of  current  EU  taxation  initiatives  taxation,  fight  against  abuse  or  fraudulent 
companies and to the effective  implementation of sanctions against Russia and Belorussia and, in 
general, to all areas (e.g. social policy, transportation) where trustworthy company data is needed. 
There is no significant difference between the two options.  

6.4. 

Policy  options  4  to  enable  direct  use  of  company  data  from  business  registers  in 
cross-border situations 

Effectiveness  

PO 4a = Once-only principle (no resubmission of company information) when a company from a Member 

State sets up subsidiaries or branches in other Member States 

PO 4b = PO4a + harmonised company extract and mutual recognition principle for certain company data 
PO 4c = PO4b + abolition of formalities (apostille)  

Specific objective 1:  Increasing the amount and improving the reliability of company data 
available in business registers and accessible cross-border through BRIS 

Specific Objective 2: Enabling direct use of company data available in business registers 
when setting up cross-border branches/subsidiaries and in other cross-border activities and 
situations 

PO4a  PO4b  PO4c 

1 

3 

2 

4 

2 

5 

123 Taking part in consultations in context of the supporting study. 
124 Which includes obligations on business registers.  

40 

 
 
                                                 
All the options are effective, to different degrees, in meeting the objective 2 to enable direct use of 
company  data  in  business  registers  in  cross-border  situations.  Option  4a  already  provides  a 
significant  improvement  because  it  results  in  fully  direct  use  of  data  about  parent  companies 
(without the need for the parent companies to resubmit information) between business registers in 
different Member States when setting up cross-border subsidiaries and branches. However, options 
4b  and  4c  will  be  more  effective  as  they  will  in  addition  address  obstacles  in  other  cross-border 
activities including in administrative or courts procedures. Option 4c will be most effective as it will 
in addition also remove formalities (apostille), in line with calls from stakeholders.   

Measures  under  policy  options  4  can  indirectly  contribute  to  objective  1  as  well.  For  instance, 
introducing a common company extract with a common set of company data, translated into all EU 
languages will mean that every company has the same data in the extract, and that this data is thus 
comparable  and  multilingual,  which  contributes  to  the  transparency  and  creates  more  trust  about 
companies.  

Efficiency  

Benefits for businesses 
Trust and transparency in the market 
Ease of doing business and access to the market 
Administrative burden reduction for companies (recurrent) 
Costs for businesses 
Administrative burden increase for companies 
Benefits for business registers/public authorities  
Operational cost savings for business registers (recurrent) 
Operational cost savings for public authorities (recurrent) 
Cost for business registers/public authorities 
Adjustment costs for business registers (recurrent) 
Adjustment costs for other public authorities (recurrent) 
Benefits for society at large (i.e. consumers) 
Fight against fraud and abuse 
Digital economy 
Functioning of the internal market  

PO 4a 

PO 4b 

PO 4c 

2 
3 
1 

- 

2 
- 

1 
1 

2 
3 

3 
4 
4 

- 

2 
2 

2 
2 

3 
4 
(not scored separately) 

3 
5 
 5 

- 

2 
3 

2 
2 

3 
4 

These  policy  options  build  in  particular  on  the  policy  options  3  which  will  make  company  data 
more  reliable.  When  Member  States  (including  business  registers)  trust  each  other  and  that  the 
company  data  in  other  Member  States  is  correct,  there  is  no  need  for  double  submission  of 
documents when setting up cross-border subsidiaries and branches. The policy option 4c will score 
the highest as it will bring direct benefits. 

These policy options will facilitate the expansion of companies to other Member States’ markets by 
setting up cross-border subsidiaries (new company) and branches (new fixed establishment) as well 
as  facilitating  other  cross-border  activities.  They  will  remove  an  important  administrative  burden 
for companies. Under option 4a, companies would save substantially by the introduction of  once-
only-principle  as  they  would  not  have  to  submit  any  documents  about  a  parent  company  when 
setting up cross-border subsidiaries and branches. Every year, this would concern around 4,000 new 
cross-border  subsidiaries  and  4,500  new  cross-border  branches  with  annual  recurrent  savings  for 
companies estimated to amount to EUR 7.5 million.  

Benefits  would  be  even  higher  with  introduction  of  a  free  multilingual  common  company  extract 
under option 4b, which companies would be able to use in cross-border activities be it in the context 
of  cross-border  trade,  services,  public  procurement,  and  which  would  not  require  certified 

41 

 
 
 
 
translation. The annual savings  for companies under option 4b are estimated at EUR 330 million. 
The  option  4c  would  bring  the  highest  benefits  as  also  the  apostille  would  not  be  needed.  The 
annual savings under option 4c are estimated to amount to around EUR 437 million. The reduction 
of administrative burden will help in particular SMEs, which represent 98-99% of limited liability 
companies  in  the  EU,  not  only  to  set  up  cross-border  subsidiaries  and  branches  but  also  reduce 
formalities  in  all  their  cross-border  activities  be  it  cross-border  trade,  services,  cross-border  sub-
contracting;  this  impact  would  be  relevant  as  around  40%  of  SMEs  are  engaged  in  cross-border 
activities.  

There should be also benefits for business registers due to cost savings because they would not need 
any more to ask and examine many documents from companies from other Member States. Some 
business registers125 were of the view that the application of the once-only principle (under option 
4a) and the common extract  (under option  4b) would bring more benefits than costs.  This impact 
assessment  assumes  that  the  option  4a,  which  introduces  the  implementation  of  the  once-only 
principle via BRIS, would amount to similar costs as those related to the implementation of earlier 
exchanges  between business  registers through  BRIS.  Therefore, it is  estimated that option  4a will 
incur a one-off average cost of EUR 2.7 million euros to business registers (i.e. 100,000 EUR per 
Member State)126. In addition, under option 4a companies setting up cross-border subsidiaries and 
branches  would  do  not  need  an  extract  which  represents  an  estimated  loss  of  revenue  of  41,000 
EUR  per  year  for  business  registers.  Under  options  4b  and  4c,  it  is  estimated  that  the  common 
extract would be available free of charge for companies for cross-border use once per year and are 
to amount to a loss of revenue of EUR 7.9 million per year for business registers.  

As  to  other  authorities,  they  would  also  benefit  from  the  mutual  recognition  of  company  data  as 
they  could  accept  information  from  another  Member  State’s  register  as  an  equivalent  of  what  is 
required  domestically  and  consult  company  information  directly  in  business  register  and  BRIS. 
There would also be savings from the common company extract - in particular in time and resources 
of  handling  company  information  -  as  public  authorities  would  not  have  to  ask  for  and  examine 
additional  documents.  In  practice,  authorities  and  courts  could  consult  company  information 
directly  in  business  register  and  BRIS  and  the  company  would  not  be  required  to  resubmit  the 
existing information (so application of de-facto once-only principle) which would in turn result in 
burden reduction not only for the public authorities, but also for the companies. On the other hand, 
those public authorities in charge of issuing apostille will face loss of revenue, which under option 
4a and 4b, are estimated to amount to EUR 74,000 per year. Under option 4c, the loss of revenue 
would be EUR 9.5 million per year. However, public administrations also face costs for issuing the 
apostille  due  to  unclear  rules  and  legal  uncertainty.  Some  Member  States  issue  apostilles 
immediately,  the  majority  of  Member  States  need  one  working  week.  Therefore,  although  those 
public authorities will face loss of revenue due to abolishing the apostille (fees), the overall savings 
will  be  positive.  For  example,  in  another  context,  it  has  been  estimated  that  by  abolishing  the 
apostille,  the  administrative  burdens  for  the  public  authorities  would  be  reduced  by  EUR  5-7 
million annually127.  

Coherence   

The  measures  under  these  options  are  in  particular  complementary  to  and  dependent  on  the 
measures under options 3. The facilitation of cross-border use of company data will depend on the 

125 In the consultation activities. 
126  In  carrying  out  those  IT  developments,  Member  States  will  be  able  to  build  on  and  benefit  from  their  recent  IT 
developments and investments meet their targets on digitalisation. This may lower their adjustment cost.  
127 SWD(2013) 144 final 

42 

 
 
                                                 
trust in such data between Member States. These options are thus coherent with the other elements 
of the proposal and were scored as 3 (Po4a), 4 (Po4b) and 5 (Po4c) (see annex 4, section 2.4).   

These  options,  in  particular  option  3c,  contribute  to  the  objective  of  the  Communication  2030 
Digital  Compass:  the  European  way  for  the  Digital  Decade  to  provide  online  key  public  services 
online for European businesses. It also contributes to removing remaining unjustified barriers and 
administrative burdens in  the Single Market  as  described in  the European Council conclusions of 
24-25 March 2022. The initiative pursues the objective of the Public Documents Regulation128 by 
removing unnecessary formalities (apostille) for companies in cross-border situations, similarly to 
how  it  was  achieved  by  that  Regulation  for  citizens.  Finally,  it  is  fully  coherent  with  the  Single 
Digital Gateway Regulation as the latter provides for online cross-border administrative procedures 
but excludes from its scope company law procedures.  

6.5.  Comparison of impacts  

The table below summarises the results of the assessment of all policy options described in section 
6. The policy options were compared by way of a multi-criteria analysis (MCA) taking into account 
their  effectiveness,  efficiency,  coherence  and  proportionality.  The  purpose  of  the  MCA  was  to 
assess how the costs compared to benefits. The MCA relied on two components, the scores assigned 
to each policy option and on weights assigned to each impact representing its relative importance. A 
single  score  was  awarded  per  policy  option  on  a  scale  0-5  based  on  the  in-depth  analysis  of  the 
available evidence, both  quantitative and qualitative129. The weights were impacted by the related 
stakeholders,  the  nature  of  the  impact  (one-off  or  recurrent)  and  the  link  to  the  policy  objectives. 
The total weighted score for each policy option was calculated as the scores of each policy options 
against  the  identified  impacts,  multiplied  by  the  weight  assigned  to  each  specific  impact.  The 
weighted values of the costs were subtracted from the benefits130.  

Effectiveness  was  weighted  30%,  efficiency  60%  and  coherence  10%.  All  options  lead  to  a  net 
benefit,  indicating  that  the  benefits  outweigh  the  costs.  Option  1c  scores  higher  mainly  due  to 
effectiveness.  Option  2b  is  the  highest  in  all  three  aspects.  Option  3b  has  the  highest  score  in 
effectiveness and efficiency. Option 4c ranks highest in all three aspects.  The results of the MCA 
summarised in the following table show that policy options 1c, 2b, 3b and 4c rank highest. 

Effectiveness 
Efficiency 
Coherence 
Total 

Weights  PO1a  PO1b  PO1c  PO2a  PO2b  PO3a  PO3b  PO4a  PO4b  PO4c 
0,450  0,750  1,200  0,750  0,900  0,750  1,200  0,600  0,900 
1,050 
0,264  0,306  0,231  0,583  0,725  0,375  0,536  0,497  0,919  1,119 
0,500 
0,300  0,400  0,500  0,400  0,500  0,400  0,400  0,300  0,400 
2,669 
1,014  1,456  1,931  1,733  2,125  1,525  2,136  1,397  2,219 

30% 
60% 
10% 
100% 

A separate sensitivity test was performed considering 45-45-10% ratio for effectiveness, efficiency 
and coherence. In addition, a partial sensitivity test was performed on 12 main assumptions of the 
calculations of costs and benefits. These sensitivity tests confirmed the robustness of the results131.  

128 Regulation (EU) 2016/1191 amending Regulation (EU) No 1024/2012 
129 See introduction to section 6 above and annex 4, sections 2.1-2.4. 
130 For more detailed explanation, see annex 4, section 2.5.1 on multi-criteria analysis. 
131 See annex 4. 

43 

 
 
 
                                                 
7.  PREFERRED OPTION 

7.1. 

Package of preferred measures 

Based  on  the  assessment  above,  the  preferred  option  consists  of  a  package  of  the  following 
measures. The measures under  the  four main  areas are  mutually  reinforcing. The options 1 and 2 
provide more  company  data available cross-border and  easier access  to  it, while option 3 ensures 
that such data is more reliable and can be trusted by all stakeholders. Making the data more reliable 
under  option  3  is  also  the  prerequisite  for  enabling  the  direct  use  of  such  data  cross-border. 
Therefore, they are all needed to most comprehensively address the drivers of the problems and to 
achieve the objectives of the planned initiative.  

In line with the principle of proportionality, the initiative will not go beyond what is necessary to 
achieve those objectives. It is targeted (as it focuses on the needs of direct users to access and use 
cross-border  official  company  data  from  business  registers)  and  it  addresses  cross-border  aspects 
which could not be achieved by Member States on their own. That option will provide a clear net 
benefit for companies and society as a whole. 

Making more company data 
available in business registers 
and/or BRIS 

Policy  option  1c:  Making  information  about  partnerships  and  third  country 
company  branches  available  in  BRIS,  and  making  information  about  cross-border 
group  structures  and  ownership  as  well  as  place  of  management  and  place  of  the 
main economic activity available in national registers and BRIS 

Interconnecting BRIS with other 
systems and enabling better 
searches 

Ensuring adequate verification 
company data before it is entered 
into the business registers 

Enabling direct use of company 
data from business registers in 
cross-border situations 

Policy  option  2b:  Connecting  BRIS  with  beneficial  ownership  registers 
interconnection  system  (BORIS)  and  with  Insolvency  Registers  interconnection 
system (IRI), use of EUID (European unique company  identifier) and  new  search 
functionalities in BRIS 
Policy option 3b: Obligation to check a harmonised list of elements  and common 
basic procedural requirements for ensuring reliable and up-to-date data 

Policy option 4c: Once-only  principle (no resubmission of company information) 
when  a  company  from  a  Member  State  sets  up  subsidiaries  or  branches  in  other 
Member  States,  harmonised  company  extract,  mutual  recognition  principle  for 
certain company data and abolition of formalities (apostille) 

This  package  of  measures  tackles  the  identified  drivers  and  addresses  the  objectives  in  the  most 
effective and efficient way, while being coherent with other EU initiatives.  

7.2. 

Impacts of the package 

Economic impacts  

The package of preferred measures, by making more important company data publicly available in 
business  registers and  at EU level  through  BRIS  and improving its  reliability, will reduce overall 
administrative  burden  on  companies  and  in  turn  facilitate  access  to  finance  and  the  creation  of 
businesses.  In  addition,  the  facilitation  of  the  cross-border  use  of  such  data,  when  creating  new 
subsidiaries or branches cross-border or in other cross-border situations, including administrative or 
court  procedures,  will  result  in  important  recurrent  cost  savings  and  thus  will  substantially  ease 
conducting cross-border  business  activities and facilitate  access  to  other  Member States’ markets. 
By increasing transparency and trust in the market as well as by facilitating cross-border company 
creation  and  having  a  positive  impact  on  cross-border  activities,  the  initiative  should  stimulate 
cross-border  trade,  services  and  investment  flows  and  thus  contribute  to  the  competitiveness  and 
growth  in  the  Single  Market.  These  measures  will  apply  to  around  16  million  limited  liability 
companies and 2 million partnerships in the EU.  

44 

 
 
The package will result in some implementation costs for certain companies. These costs will only 
apply to companies, which currently do not file information to the business register. These will be 
one-off costs and Member States should not charge separately for these items. Their implementation 
could be spread over time (i.e. companies will have e.g. 3 years to file this information). These one-
off  costs  are  estimated  to  amount  to  around  EUR  311  million132.  On  the  other  hand,  companies 
which are or are planning to engage in cross-border business activities and/or creating new cross-
border  subsidiaries  or  branches,  will  benefit  from  recurrent  annual  savings  (burden  reduction)  of 
around EUR 437 million per year. When comparing the one-off cost (around 311 million) against 
recurrent  annual savings for companies (around 437 million per  year), it is clear that the  benefits 
much outweigh the one-off costs and that the initiative will bring significant burden reduction for 
companies in the Single Market. 
Impacts on SMEs133 

The planned initiative, as the already existing EU company law acquis, does not make a distinction 
between SMEs and larger companies and all companies fall under its scope of application. As the 
SMEs account for 98-99% of limited liability companies in the EU and around 40% of SMEs are 
engaged  in  cross-border  activities  and  operations  or  investing  cross-border,  the  initiative  will  be 
particularly beneficial to them.    

The easier access to company data and the removal of administrative and financial barriers for its 
cross-border  use  will  be  in  particular  beneficial  to  SMEs  as  they  do  not  have  the  financial  and 
administrative resources of large companies. SMEs will also strongly benefit from increased legal 
certainty as they are more affected by unclear and complex rules than bigger companies. It has been 
estimated that where a big company spends one Euro per employee because of a regulatory duty, a 
small business might have to spend on average up to ten Euros134. The initiative also responds to the 
calls to facilitate the expansion of start-ups in the Single Market made in the EU Start-up Nations 
Standard135.   

Impacts on business registers and other public authorities 

This package is a continuation of developments related to digitalisation that have been taking place 
in  company  law  so  far.  The  increased  accessibility  and  reliability  of  company  data,  and  better 
connections between registers, thanks to the once-only principle and also interconnecting other EU 
level systems/registers to BRIS, should facilitate registers’ work due to easier search for company 
data from other Member States and reduced need to request documents from companies.  

132  These  one-off  costs  are  estimated  on  the  assumption  that  the  policy  option  1c  subject  to  this  impact  assessment 
would  cover  cross-border  groups  and  place  of  management  and  economic  activity  for  all  limited  liability  companies 
which do not file such information today. However, if the policy option 1c would have a different scope e.g. include 
also  domestic  groups  and  cover  the  place  of  management  and  economic  activity  only  in  cases  where  the  place  of 
management or economic activity is in a different country than the registered office, the costs would be less than those 
estimated  in  this  impact  assessment.  This  is  because  although  the  number  of  groups  would  be  higher,  the  number  of 
limited liability companies needing to file the information about place of management/economic activity would be only 
a fraction of the estimated 14 million companies. Therefore, number of domestic groups and number of limited liability 
companies which have place of management/economic activity in another country than their registered office would be 
much less than 14 million and therefore the estimation in this impact assessment represents a conservative estimation in 
all scenarios.  
133 See also SME test in Annex 13.  
134  ‘Models  to  reduce  the  disproportionate  regulatory  burden  on  SMEs.  Report  of  the  Expert  Group’,  European 
Commission, May 2007 
135 Startup Nations Standard - to make it possible to submit legal documents from other EU jurisdictions as proof for the 
incorporation of a start-up (or creation of a subsidiary of an existing start-up expanding in the single market) 

45 

 
                                                 
The increased trust  and legal  certainty  will not  only benefit companies  but  also  business registers 
and  other  authorities,  as  it  should  result  in  them  trusting  company  data  from  registers  in  other 
Member  States  and  therefore  reduce  the  need  for  additional  documents  from  companies.  In 
addition, this package ensures a more secure and business-friendly environment, which contributes 
to  incentivising  companies  to  remain  and  expand  in  the  Single  Market  as  well  as  attracting  new 
investments, which will also benefit business registers.  

The  package  is  expected  to  entail  one-off  costs  for  business  registers  to  adapt  the  IT  systems  of 
around EUR 5.4 million, and recurrent costs e.g. to carry out ex-ante verification of company data, 
estimated at around EUR 4 million per year for all business registers. In this context, some business 
registers136 expected increases in adjustment costs to be limited as ex-ante checks were already in 
place. It is also likely that there will be some loss of revenue e.g. for those business registers, which 
charge  access  fees  for  company  extracts,  estimated  at  around  EUR  7.9  million  for  all  business 
registers  together.  However,  in  the  consultation  activities,  some  business  registers137  were  of  the 
view  that  the  application  of  the  once-only  principle  and  the  common  extract  would  bring  more 
benefits than costs.  

As to other public authorities, they would also be able to consult the company information directly 
from business registers. Easier access to more sets of information would in particular facilitate the 
work of authorities and obliged entities138 to implement e.g. anti-money laundering/countering the 
financing of terrorism rules and improve the reliability of beneficial ownership data. It would also 
help  to  fight  fraud  and  abuse.  In  general,  other  authorities  and  courts  could  consult  company 
information  directly  in  business  register  and  BRIS  and  the  company  would  not  be  required  to 
resubmit  the  existing  information  which  would  in  turn  result  in  burden  reduction  also  for  public 
authorities.  On  the  other  hand,  public  authorities  in  charge  of  issuing  apostille  will  face  loss  of 
revenue,  which  is  estimated  to  amount  to  EUR  9.5  million  per  year.  However,  due  to  current 
unclear  rules,  legal  uncertainty  and  the  related  human  resources  and  time  needed  to  issue  an 
apostille,  the  abolishing  of  the  apostille  is  estimated  to  result  in  overall  administrative  burden 
reduction139. 

Impacts on the functioning of the Internal Market140  

The package of preferred measures is expected to be highly beneficial for companies, in particular 
SMEs, and the society in general, including consumers, due to its expected strong positive impact 
on  ease  of  doing  business  and  access  to  the  markets  in  the  EU,  and  on  providing  more  trust  and 
transparency of company data across the EU.  More available, accessible  and reliable cross-border 
company  data  will  also  facilitate  the  fight  against  abuse  and  fraud  and  this  initiative  will  thus 
contribute to creating a fairer Single Market. This will consequently increase the competitiveness of 
the law abiding companies and lead to a fairer share of the market in which each company is doing 
business.  

136 Taking part in consultations in the supporting study. 
137 In the consultation activities. 
138 Under the AML Directive, all private sector operators subject to AML/CFT requirements (e.g. credit institutions, real 
estate agents, notaries, certain persons trading in goods) must perform verifications on their clients. This includes the 
need to identify the customer and verify their identity (in the case of corporate clients the identification and verification 
of the company and its beneficial owners) 
139 SWD(2013) 144 final 
140 Given that there is an overlap  with other impacts in this Impact  Assessment,  the impact on the  functioning of the 
Internal Market was not counted separately.  

46 

 
                                                 
The free movement of goods, services and capital will be easier as businesses will be able to extend 
their  operations  cross-border  with  less  administrative  burden.  Easier  cross-border  setting  up  and 
activities  for  companies  can  also  lead  to  more  employment.  Downstream,  consumers  will  have 
better  access  to  company  information  and  thus  will  be  in  a  position  to  make  better  informed 
decision when buying or contracting with companies from other Member States. Alone the value of 
basic company data is estimated to be at approximately £800 (950 euros) per direct user per year in 
a purely national setting141. It can be reasonably assumed that the value of reliable information in 
the cross border context of the EU BRIS would be significantly higher.  

Impact on digitalisation and related environmental impacts  

The initiative aims to upgrade the EU digital company law further through the use of digital tools 
and  processes.  It  will  make  more  company  data  available  online  through  BRIS,  on  the  e-Justice 
portal. It will also better connect public authorities working with companies and company data, both 
by  introducing  the  use  of  the  once-only  principle  but  also  by  connecting  other  EU  level 
systems/registers to BRIS and using the EUID (as the example of EPREL shows). Connecting EU 
level  systems  of  interconnection  would  strongly  contribute  to  creating  more  connected  public 
administrations  at  EU  level  and  cross-border,  and  contribute  to  a  more  digitalised  Single  Market. 
Finally, the measures addressing the abolishing of the formalities (apostille) rely on the use of BRIS 
for secure digital exchange and co-operation between registers, e.g. in the context of the once-only 
principle  to  set  up  subsidiaries/branches  in  other  Member  States.  The  initiative  will  introduce  a 
digital  harmonised  company  extract  and  will  focus  on  the  use  of  electronic  copies  (and  their 
certification  in  line  with  the  eIDAS  Regulation).  Overall,  this  initiative  will  provide  ‘digital  by 
default’  solutions  to  increase  transparency  about  EU  companies  and  ‘digital  by  default’  company 
law  procedures  to  facilitate  the  use  of  the  company  data  cross-border.  In  this  way  it  will 
significantly contribute to the EU digital society and economy, including directly contributing to the 
objective of the Communication 2030 Digital Compass: the European way for the Digital Decade to 
provide 100% of key public services online for European businesses. 

The initiative could  have some positive environmental impacts  due to  increased possibility to use 
digital procedures and tools between business registers and companies, and also between business 
registers in  different  Member States  through  BRIS, and an increased application of the once-only 
principle,  as  described  above.  This  would  mean  e.g.  reducing  the  use  of  paper.  However,  these 
expected  impacts  would  be  relatively  small  and  therefore,  are  not  assessed  in  detail  in  this  IA. 
Given  that  the  expected  impacts  would  be  positive,  the  proposal  is  consistent  with  the  ‘do  no 
significant harm’ principle, with the climate-neutrality objective set out in Article 2(1) of European 
Climate Law142 and the 2030 and 2040 targets.  

Fundamental rights 

The preferred option will facilitate the implementation of the rights of establishment in any Member 
State, as prescribed by Article 15(2) of the Charter of Fundamental Rights. There should be positive 
impact on companies benefitting from the opportunities offered by the Single Market, in particular 
concerning  the  freedom  to  conduct  business  set  out  in  Article  16  of  the  Charter.  The  preferred 
option will require the disclosure and cross-border access of certain information in relation to legal 
entities (e.g. limited liability companies, partnerships). However, certain personal data will also be 
disclosed  such  as  partners,  single-member  shareholders.  This  data  is  normally  already  publicly 

141  “Corporate  Transparency  and  Register  Reform  White  Paper”  from  the  UK  Department  for  Business,  Energy  & 
Industrial Strategy. 
142 Regulation (EU) 2021/1119 of 30 June 2021 establishing the framework for achieving climate neutrality. 

47 

 
                                                 
disclosed  in  Member  States  and  this  initiative  makes  such  data  available  cross-border.  Also, 
Member  States  may  process  some  personal  data  to  verify  the  company  data  which  is  already  the 
case in most Member States. The interconnection of BRIS with other EU systems will not impact 
the protection of personal data as each system will maintain its autonomy and independency. The 
proposed  solutions  are  necessary  and  proportionate  to  enhance  transparency,  create  trust  between 
Member States when using company information cross-border and contribute to fight against fraud 
and abuse and will ensure the protection of personal data in line with Article 8 of the Charter, the 
EU law on data protection including the relevant case-law143. 

7.3. 

 Application of the ‘one in, one out’ approach  

The package of preferred measures is estimated to bring a very strong positive recurrent impact in 
terms of reducing administrative burden for companies, and in particular SMEs which account for a 
large share of businesses in the EU, estimated to amount to around EUR 437 million per year.  In 
particular, this would be due to the introduction of the once-only principle for setting up of cross-
border subsidiaries and branches, which would concern around 4.000 new cross-boder subsidiaries 
and 4.500 new cross-border branches and result in annual recurrent savings estimated at EUR 7.5 
million.  In addition,  the benefits  would come from  introducing the common company extract  and 
removing  formalities  (apostille)  in  cross-border  activities  and  situations  -  be  it  in  the  context  of 
cross-border  trade,  services,  public  procurement  -  including  in  administrative  or  court  procedures 
and thus contributing to the application of once-only principle. Companies would also benefit from 
increased transparency of company data, its improved accessibility and reliability and thus, higher 
legal certainty in cross-border situations, however, these benefits cannot be monetised. The package 
is also expected to be highly beneficial for the society in  general, including consumers, due to its 
expected  positive  impact  on  providing  more  accessible  and  reliable  company  data  across  the  EU, 
and  therefore  allowing  consumers  to  make  more  informed  choices  when  dealing  with  companies 
from other Member States.  

At the same time, depending on the Member State, the package of preferred measures may result in 
some new one-off costs on companies for filing information to the register, estimated to amount to 
around EUR 311 million. However, these costs would only apply to companies, which currently do 
not  file  such  information  to  the  register  and  an  effort  would  be  made  in  the  planned  initiative  to 
limit  those  costs  to  the  extent  possible  by  e.g.  spreading  the  implementation  of  such  filing 
requirements  over  time  (i.e.  companies  would  have  e.g.  3  years  to  file  this  information)  and 
requiring  Member  States  not  to  apply  the  initial  filing  costs  separately  for  this  new  data.  The 
package would not introduce any administrative burden for consumers or citizens in general.  

Overall,  the  recurrent  savings  for  companies  are  expected  to  much  outweigh  the  one-off  costs 
related  to  filing  of  additional  company  data  and  therefore,  the  planned  initiative  is  expected  to 
generate recurrent net cost savings for companies, and in particular SMEs. 

8.  HOW WILL ACTUAL IMPACTS BE MONITORED AND EVALUATED? 

As a first step, the Commission will contribute to ensuring correct transposition of the package of 
preferred measures, e.g. by organising transposition workshops and encouraging exchanging of best 
practices, including in the context of the Commission’s Company Law Expert Group (CLEG). As a 
second step, the Commission will focus on monitoring the implementation of the package to assess 
if it is successful in achieving the specific objectives identified in this Impact Assessment. 

143 Regulation (EU) 2016/679, Regulation (EU) 2018/1725, e.g. Case C-398/15 Manni. 

48 

 
                                                 
The following table presents operational objectives in the form of monitoring indicators connected 
to  specific  objectives.  These  possible  indicators  could  be  used  for  the  purpose  of  monitoring  and 
could also serve as a basis for a future evaluation: 

Specific 
objectives 

Increasing the 
amount and 
improving the 
reliability of 
company data 
available in 
business 
registers and 
accessible 
cross-border 
through BRIS 

Enabling 
direct use of 
company data 
available in 
business 
registers when 
setting up 
cross-border 
branches/subsi
diaries and in 
other cross-
border 
activities and 
situations 

Actors 
responsible for 
collecting data 
European 
Commission 

Monitoring period 

Sources of data 

Monitored on annual 
basis, starting not 
earlier than one year 
from the time when the 
measures are fully 
implemented and 
operational in the 
Member States, and for 
a duration of 5 years. 

European e-Justice 
portal - BRIS, BORIS, 
IRI systems 

Studies, surveys, 
targeted bilateral 
contacts with relevant 
stakeholders 

Operational objectives -  
Monitoring indicators 

- increase in number of requests for 
company data available through 
BRIS,  

- number of requests for company 
data available also through BORIS 
and IRI 

- increase in number of legal entities 
with an EUID number 

- views of stakeholders (companies, 
registers, public authorities) on the 
extent to which it is possible to 
search for and access company data 
on a cross-border basis 

- reduction in costs of setting up 
subsidiaries or branches cross-border 
for companies 

- number of issued common company 
extracts 

Monitored five years 
after measures are fully 
implemented and 
operational in the 
Member States. 

- views of stakeholders (companies, 
registers, public authorities) on the 
extent to which it is possible to use 
company data directly on a cross-
border basis 

Business registers 

Member States 

European 
Commission  

Member State 
representatives in 
CLEG 

BRIS (notifications of 
cross-border 
subsidiaries or 
branches possibly 
through BRIS) 

Studies, surveys, 
targeted bilateral 
contacts with relevant 
stakeholders 

The  draft  proposal  for  the  legislative  initiative  would  include  a  commitment  to  carry  out  an 
evaluation in the future to assess the impacts of the new initiative.  It  would be carried out by the 
Commission on the basis of the information gathered during the monitoring exercise, and additional 
input collected from the relevant stakeholders, as necessary.  

49 

 
 
 
 
ANNEX 1: PROCEDURAL INFORMATION 

1.  LEAD DG, DECIDE PLANNING/CWP REFERENCES  

This Impact Assessment Report was prepared by DG Justice and Consumers (DG JUST).  

The  DECIDE  Planning  reference  of  the  initiative  "Upgarding  Digital  Company  Law"  is 
PLAN/2021/11038.  Currently  it  is  being  considered  for  inclusion  into  the  2023 
Commission Work Programme. 

2.  ORGANISATION AND TIMING  

Five  Inter-Service  Steering  Group  (ISSG)  meetings,  consisting  of  representatives  from 
various Directorates-General  of the Commission, were held  in  2021 and  2022 during the 
preparation stage of this impact assessment.  

The first meeting took place on 9 July 2021, attended by the Secretariat General, the Legal 
Service, ECFIN, EMPL, TAXUD, COMP, ESTAT, TRADE, GROW, FISMA, DIGIT and 
CNECT. 

The  second  meeting  was  held  on  3  December  May  2021,  attended  by  the  Secretariat 
General, the Legal Service, ESTAT, EMPL, CNECT, TAXUD, FISMA, TRADE, GROW 
and ECFIN.  

The third meeting was held on 23 June 2022. Representatives from the Secretariat General, 
the  Legal  Service,  MOVE,  TRADE,  GROW,  TAXUD,  REFORM,  FISMA,  COMP  and 
DIGIT were present. 

The  fourth  meeting  was  held  on  15  July  2022.  Representatives  from  the  Secretariat 
General, TRADE, ESTAT, ECFIN, REFORM, FISMA, COMP and DIGIT were present. 

The  fifth  meeting  took  place  on  7  September  2022.  Representatives  from  the  Secretariat 
General,  the  Legal  Service,  TRADE,  ESTAT,  REFORM,  COMP,  TAXUD,  CNECT 
GROW, MOVE and DIGIT were present.  

All the meetings were chaired by DG JUST.  

DG  JUST  has  considered  the  comments  made  by  DGs  in  the  intermediate  and  final 
versions of the IA.  

3.  CONSULTATION OF THE RSB  

An Upstream meeting with the Regulatory Scrutiny Board was held on 19 May 2022. 

The  Impact  Assessment  accompanying  this  proposal  was  examined  by  the  Regulatory 
Scrutiny Board on 12 October 2022. A positive opinion with reservations was received on 

50 

 
14 October144 and the recommendations from  the Board were duly addressed in  the final 
version of the impact assessment.  

RSB comments on 14 October 2022 

The Board notes the additional information 
provided  by  the  DG  and  commitments  to 
make  changes  to  the  report.  However,  the 
report 
significant 
still 
shortcomings.  

contains 

How RSB comments have been addressed 
in the IA 

The report was adapted to take into account 
RSB  comments.  See  response  to  the  RSB 
recommendations on specific points below. 

on 

the 

consequences 

The  Board  gives  a  positive  opinion  with 
reservations  because  it  expects  the  DG  to 
rectify the following aspects:  
(1)  The  report  does  not  provide  sufficient 
evidence 
for 
businesses of the current lack of certain data 
in the business registers.  
(2)  The  cost  benefit  analysis  does  not  take 
into  account  all  the  recurrent  costs  for 
businesses resulting from this initiative. 
the 
report  should  strengthen 
(1)  The 
problem  definition 
the  problem 
and 
analysis.  It  should  provide  evidence  of  the 
existence of a problem for each of the types 
that 
of  data  covered  by 
warrants  their  inclusion  in  BRIS.  It  should 
better 
the 
consequences  of  the  lack  of  this  data  for 
businesses active in more than one Member 
State.  In  particular,  it  should  substantiate 
the claim that the cross-border expansion of 
Small  and  Medium  Enterprises  is  hindered 
by the current situation.  

explain,  with 

evidence, 

initiative 

the 

(2)  The  report  should  clearly  separate 
stakeholder  views  from  other  evidence.  It 
should explain that the need for more data is 
mainly  gathered through the public and the 
targeted  consultations.  It  should  explain 
how  the  stakeholders  were  selected,  how 
representative the samples are and what the 
limitations of the consultation activities are. 
The report should also be transparent on the 
data  sources  for 
the  cost  and  benefit 
calculations. 

144 Link to the positive opinion of the RSB to be added. 

The  report  was  adapted  to  provide  more 
evidence  of  the  existence  of  problems  for 
each  type  of  company  data  covered  in  the 
initiative  and  more  explanation  was  added 
to  explain  the  consequences  of  the  lack  of 
this  data  on  stakeholders,  including  SMEs 
(mainly in sections 2.1, 2.2).  

In  order  to  draw  a  clear  division  between 
stakeholder  views  and  other  evidence  (e.g. 
on  numbers  of  companies),  a  succinct 
explanation 
of 
nature 
limitations  was 
consultations  and 
added in the report (in section 2.1). 

about 

their 

the 

51 

 
                                                 
(3)  The  report  should  make  sure  that  all 
relevant  costs  and  benefits  are  taken  into 
account  when  assessing  the  options  and 
classify  them  correctly  for  the  purpose  of 
the One In, One Out approach. In particular, 
it should identify and quantify, to the extent 
possible  and  proportionately,  the  recurrent 
for  existing  and  newly  created 
costs 
companies as a result of the proposed legal 
obligation to disclose and file new company 
data  (e.g.  place  of  management  or  place  of 
economic  activity)  to  business  registers.  If 
some 
considered 
costs 
negligible, the report should demonstrate it. 
The  report  should  always  compare  the 
policy options  to  the baseline and correctly 
take 
into 
the  business-as-usual  costs 
account.  It  should  also  be  clear  how  the 
costs and benefits are distributed among the 
stakeholder groups. 

recurrent 

are 

(4)  The  main  body  of  the  report  should 
clarify  how  the  efficiency  scores  and  the 
multicriteria  scores  have  been  calculated, 
i.e.  how  costs  and  benefits  have  been 
weighted  and  integrated  into  the  scores.  It 
should be clear from  the tables in the main 
report  what  the  variations  between  scores 
represent. 

(5)  The  report  should  define  measurable, 
operational  and  time-bound  objectives  that 
indicate if the initiative is successful or not. 
These  operational  objectives  should  be 
based on more precise specific objectives 

including 

the  main 

The  explanations  about  the  costs  which  are 
taken  into  account  are  now  also  elaborated 
in 
those 
report, 
concerning  the  newly  created  companies. 
All  the  policy  options  are  compared  to  the 
baseline.  In  addition  to  annex  3,  the  main 
report also shows the costs and benefits per 
stakeholder  groups  (Chapter  6,  introduction 
and sections 6.1-6.5). 

The explanations about the efficiency scores 
and  multi-criteria  scores  and  the  weighting 
have  been  added  into  the  main  report.  The 
detailed  explanations  including  what  the 
variations  between  scores  represent  are  in 
the  methodological  annex  4  to  the  report 
(section 6.5).  

in 

the 

The  main  report  now  contains  operational 
objectives 
form  of  monitoring 
indicators  connected  to  specific  objectives. 
The text also sets the monitoring period for 
the 
operational 
of 
objectives,  as  well  as  an  indication  of  the 
sources  of  data  and  the  actors  responsible 
for collecting the data (Chapter 8). 

assessment 

such 

4.  EVIDENCE, SOURCES AND QUALITY  

The impact assessment draws on an extensive amount of desk research, external studies, a 
study  carried  out  on  behalf  of  the  Commission  to  accompany  this  IA  and  wide-randing 
consultations  described  in  detail  in  Annex  2.  The  input  from  these  consultations  was 
collected and processed by the experts in the Company Law Unit of DG JUST (JUST A3). 

Data and information were collected, amongst others, from the following sources for this 
impact assessment: 

52 

 
 
Sources 

Information/Summary 

Study  on  the  disclosure  and  cross-
border  use  of  company  data,  and 
to 
digital 
company 
(Milieu  Consulting) 
2022 

developments 

related 

law 

FATF  

EBRA reports 

Supporting  study  for  this  Impact  Assessment.  It  collects  information  on 
relevant national company law rules of the Member States and  basic relevant 
data  needed  for  the  impact  assessment.   It  collects  information  through 
surveys  to  stakeholders  and  interviews  on  stakeholders  needs,  practical 
obstacles.  It  also  analyses technical  requirements  and  analyses  impacts  of 
potential measures. 

An inter-governmental body,  the Financial  Action Task Force (FATF)  is the 
global money laundering and terrorist financing watchdog. It sets international 
standards that aim to prevent these illegal activities and the harm they cause to 
society. The  information  and  data  of  the  mutual  evaluations  of  FATF  were 
used in this impact assessment. https://www.fatf-gafi.org/home/  

The  International  Business  Registers  Survey  and  Report  aims  to  assist 
business registers in comparing their own practice and performance with those 
of  other  jurisdictions.  The  International  Business  Registers  Report  2019 
(ebra.be) 

Corporate Transparency and Register 
Reform White Paper 

A study of the Department for Business, Energy & Industrial strategy on the 
planned  reform  of  the  Company  house,  United  Kingdom.  Corporate 
Transparency and Register Reform White Paper (publishing.service.gov.uk) 

UK Policy summary 

ICLEG papers 

BRIS Impact Assessment 

Public documents Impact Assessment 

Permanent  Bureau  of  The  Hague 
Conference  on  Private  International 
Law, Apostille Handbook 

This report presents the findings of research commissioned by the Department 
for Business, Energy and Industrial Strategy (BEIS) to value the user benefits 
of  Companies  House  (CH)  data.  Valuing  the  user  benefits  of  Companies 
House data: policy summary (publishing.service.gov.uk) 

The  Informal  Company  Law  Expert  Group  held  discussions,  performed 
research and provided recommendations to DG JUST concerning transparency 
and cross-border use of company data.  

This  report  assesses  and  examines  the  impacts  of  the  policy  options 
incorporated in the BRIS Directive (Dir. 2012/17) in relation to the creation of 
a  system  of  interconnection  of  registers.  MARKT-2010-11309-00-01-EN-
ORI-00 (europa.eu) 

This  report  measures  and  analyses  the  impacts  of  the  policy  options 
incorporated in the Public Document Regulation (Reg. 2016/1191) in relation 
to the exemption from legalisation and similar formality and simplification of 
other formalities relating  to certified copies as  well as in relation to relevant 
translations and multilingual standard forms. EUR-Lex - 52013SC0144 - EN - 
EUR-Lex (europa.eu) 

The  Handbook  is  the  final  publication  in  a  series  of  three  produced  by  the 
Permanent Bureau of the Hague Conference on Private International Law on 
the Apostille Convention following a recommendation of the 2009 meeting of 
the  Special  Commission  on  the  practical  operation  of  the  Convention. 
Apostille Handbook, A Handbook on the Practical Operation of the Apostille 
Convention, 2013 

Eurostat 
Statistics 2022 

Business 

Demography 

This article presents  statistical data  on business demography in the European 
Union (EU), treating aspects such as the total number of active enterprises in 
the business  economy,  their birth  rates,  and  the survival  rate.  Business 
demography statistics - Statistics Explained (europa.eu) 

Eurostat  structure  of  multinational 

 This  article  gives  an  overview  of  multinational  enterprise  groups  operating 
in EU  countries and European  Free  Trade  Association  (EFTA)  countries in 

53 

 
 
Enterprise groups in the EU 

2020,  according  to  the  data  available  in  the EuroGroups  Register (EGR). 
Structure  of  multinational  enterprise  groups  in  the  EU  -  Statistics  Explained 
(europa.eu) 

SME Performance review 

UNCITRAL Legislative Guide on key 
principles of a business registry 

Letterbox study 

Nordic 
Business 

Smart  Government  & 

Communication  on  Digitalisation  of 
justice  in  the  European  Union.  A 
toolbox of opportunities 

Commission Staff Working Document 
Business  Journey  on 
the  Single 
Market:  Practical  Obstacles  and 
Barriers  

Communication 
addressing  barriers 
market 

Identifying 
to 

and 
the  single 

The  SME  performance  review  is  one  of  the  main  tools  the  European 
Commission  uses  to  monitor  and  assess  countries'  progress  in  implementing 
the  SME  strategy  and  the  Small  Business  Act.  With  an  emphasis  on  the 
priorities  under  the  SME  strategy  and  the  SBA,  the  review  brings 
comprehensive  information on the  performance of SMEs.  SME Performance 
Review (europa.eu) 

This UNCITRAL Guide provides a reference tool for policymakers, registrars 
and  experts  involved  in  business  registries  reform  on  the  features  of  an 
the  minimum  necessary 
effective  and  efficient  business  registry  and 
requirements for a business to register. UNCITRAL Legislative Guide on Key 
Principles of a Business Registry 

This study provides an overview about letterbox companies mainly in the EU. 
It describes the phenomenon and its characteristics, presents possible ways to 
quantify  letterbox  companies,  analyses  different  types  and  uses  made  of 
letterbox  companies,  examines  the  role  played  by  national  company  law 
requirements  and  maps  the  existing  measures  that  could  have  an  impact  on 
letterbox  companies.  Letterbox  companies  -  Publications  Office  of  the  EU 
(europa.eu) 

This  is  a  programme  run  by  Nordic  countries  in  collaboration  in  order  to 
create  value  for  SMEs  by  making  real  time  business  data  accessible  and 
usable for innovation and growth across the  region, in an automatic, consent 
based and secure manner. Nordic Smart Government 

The  Communication  on  Digitalisation  of  justice  in  the  European  Union 
proposes  a  toolbox  of  measures  targeted  at  fostering  digitalisation  of  justice 
with the aim to improve access to justice and the efficiency of justice systems. 
The approach set out in the Communication is to achieve better use of digital 
technologies,  in  full  respect  to  fundamental  rights  and  the  principles  of 
proportionality and subsidiarity. Communication on Digitalisation of justice in 
the  European  Union  and  Proposal  for  e-CODEX  Regulation  |  European 
Commission (europa.eu) 

The  document  aims  to  identify  current  obstacles  to  the  single  market  at  the 
time it was drafted. EUR-Lex - 52020SC0054 - EN - EUR-Lex (europa.eu) 

This  Communication  focuses  first  on  the  top  13  barriers  to  cross-border 
activity,  as  most  commonly  reported  by  businesses  (with  regard  to  cross-
border  trade  or  establishment)  and  consumers  (with  regard  to  cross-border 
purchase of goods or services). The presented barriers follow the key steps of 
the  “journeys”  that  businesses  and  consumers  make  in  the  single  market. 
communication-eu-single-market-barriers-march-2020_en.pdf (europa.eu) 

Eurochambres  Business  Survey:  The 
state  of  the  Single  Market,  Barriers 
and Solutions 2019 

The  objective  of  this  survey  is  to  make  the  bridge  between  businesses  and 
European policy-makers to help the latter to identify the right priorities for the 
coming  years.  Business  Survey  -  The  state  of 
the  Single  Market 
(eurochambres.eu) 

54 

 
 
 
ANNEX 2: STAKEHOLDER CONSULTATION (SYNOPSIS REPORT) 

In  accordance  with  the  consultation  strategy,  the  objective  of  the  consultation  activities 
was  to  gather  data  evidence  and  stakeholder  views  for  the  preparation  of  the  initiative 
“Upgrading  Digital  Company  Law”  regarding  i)  transparency  (better  access  to  more 
information  about  companies  in  the  EU);  ii)  using  company  data  available  in  national 
business  registers  in  cross-border  administrative  or  judicial  procedures;  iii)  using  the 
information  in  the  business  registers  when  setting  up  subsidiaries  and  branches  in  other 
Member  States;  and  iv)  digitalising  company  law  procedures  and  addressing  new  digital 
developments in EU company law. 

Specifically the consultation activities aimed to gather the views of stakeholders about: 

  Existence  of  problems  in  the  areas  to  be  covered  by  this  initiative  as  well  as  the 

evidence about the magnitude and EU dimension of such problems; 

  Different policy options, which can be considered in the areas to be covered by this 

initiative;  

  Data to assess better the costs and benefits of different policy options. 

This annex is structured in two main chapters: 

Chapter I – Consultation activities and sources of information presents the description 
of  the  methodology  that  the  services  of  the  Commission  have  used  e.g.  open  public 
consultation,  targeted  consultation  of  stakeholders,  consultations  of  Member  States  and 
expert groups, studies, workshops, surveys, interviews. It also provides information on the 
main stakeholders’ groups. 

Chapter II – Result of the consultation activities analyses the results of the consultation 
activities  by  the  two  main  dimensions  of  the  policy  options  as  presented  in  the  impact 
assessment. 

CHAPTER I - CONSULTATION ACTIVITIES AND SOURCES OF 
INFORMATION 

1. 

Stakeholder groups relevant for the consultation activities 

According with the consultation strategy, the relevant stakeholder groups are: 

  business  registers,  which  contain  and  make  publicly  available  company 
information.  They  are  also  involved  in  company  law  procedures  in  contacts  with 
companies and legal professionals, as well as in contacts with business registers in 
different Member States (including through BRIS); 

  national  authorities,  such  as  tax  authorities,  labour  law  authorities,  courts, 
beneficial owner registers, which verify information in particular about companies 
from  other  Member  States  in  the  context  of  different  administrative  or  court 
proceedings; 

  business  associations/organisations,  which  represent  interests  of  companies  of 
different sizes and in different sectors and can share experiences of their members 
in areas to be covered by this initiative; 

55 

 
 
 
 

 

trade  unions,  which  represent  employees’  interests  and  can  share  experiences  of 
employees e.g. as users of company data; 
legal professionals, who are involved in company procedures, such as lawyers and 
notaries; 

  companies, including SMEs and start-ups, which use company law procedures to 
set  up  and  run  their  businesses,  including  on  a  cross-border  basis,  and  that  need 
information about companies to make well-informed business decisions; 
investors,  creditors,  who  need  information  about  companies  to  make  well-
informed decisions related to their investments or business partners;  

 

  citizens, who need to find or check information about companies; 
  academic experts and think tanks with expertise on the issues to be covered by 

this initiative (e.g. for research, statistical purposes);  

  other  users  of  company  data  or  actors  of  company  law  procedures  deemed 

relevant. 

2. 

Consultation activities and other information sources  

The  services  of  the  Commission  have  used  a  wide  range  of  methodological  tools  for  the 
consultation activities for this initiative. Consultations started early, in 2021. In particular, 
DG JUST carried out the following activities:  

  The Commission published an Inception Impact Assessment on the initiative.  

The  feedback  period  started  20  July  2021  with  a  deadline  for  feedback  from 
stakeholders  by  17  August  2021.  In  total,  eight  stakeholders  provided  feedback. 
Amongst  the  respondents  there  were  public  authorities  (business  registers),  business 
associations,  companies,  citizens, 
legal  professionals  and  other  organisations. 
(Summary available in section 3) 

   Open online public consultation (the Summary Report is available online) 

The  consultation  was  published  on  21  December  2021  and  responses  were  accepted 
until  8  April  2022.  83  organisations  and  individuals  responded  to  the  consultation. 
Most responses  came from  Germany  (20%),  followed by Spain  (13%),  and Belgium 
(12%),  (which  included  replies  from  EU  level  associations),  Austria  (8%)  and  the 
Netherlands  (6%).  There  was  a  small  number  of  replies  from  most  other  Member 
States.  Single  non-EU  responses  were  also  received  from  Iceland,  Switzerland  and 
Iran.   

Public  authorities  (mainly  Ministries  of  Justice  or  business  registers  but  also 
authorities/agencies  dealing  with  specific  issues  such  as  economic  crime  or  anti-
money  laundering)  from  12  different  Member  States  including  Spain,  Belgium, 
Sweden,  Cyprus,  Estonia,  Finland,  Latvia,  Malta,  the  Netherlands,  Poland,  Portugal 
and  Slovakia  participated  in  this  consultation.  One  contribution  was  received  from 
Iceland. 12% of responses (10 out of 83) came from companies. Half were micro (1 to 
9  employees),  three  large  (250  or  more  employees),  and  one  each  small  (10  to  49 
employees)  and  medium  (50  to  249  employees).  All  responding  companies  were 
registered  in  a  Member  State  (Germany,  Austria,  Greece,  Italy,  Poland  and  Spain). 
Less than half (4) carried out (part of) their activity in several EU Member States and a 
third (3) were part of a group of companies. 

56 

 
 
 
 
 
 
 
 
 
All questions were optional to allow stakeholders the possibility to focus on the topics 
of  most  relevance  and  interest  for  them.  Some  questions  were  targeted  at  specific 
stakeholders.  It  was  also  possible  to  provide  additional  information  through  open 
questions  and  by  uploading  papers  to  allow  stakeholders  to  provide  the  necessary 
details. Respondents made use of these options and not all replied to all questions. 

  SME panel consultation145  

This  consultation  took  place  between  2  May  and  10  June  2022.  In  total,  158 
stakeholders  replied  to  this  consultation  in  the  EU  Survey  webpage.  Majority  of 
responses were submitted by SMEs in the form of limited liability companies: 64% by 
private limited liability ones (99 out of 155) and 14% by public (22 out of 155). 5% of 
replies  came  from  partnerships  (8)  and  3%  -  from  cooperatives  (5).  10%  of 
respondents  were  self-employed  (16).  Most  responses  came  from  Portugal,  followed 
by Romania, Spain, Czechia and Poland. There were a few replies from Hungary and 
Italy,  and  a  couple  or  individual  responses  from  some  other  Member  States  (Cyprus 
and Germany, and Austria, Bulgaria and Lithuania, respectively).  In terms of size of 
the  responding  companies,  39%  were  micro  enterprises  or  self-employed  (1  to  9 
employees),  32%  small  (10  to  49  employees),  22%  medium  (50  to  249  employees), 
and 7% mid-cap and bigger companies (250 or more employees). 25% of respondents 
who answered this question were part of a group of companies (39 out of 153).  In a 
few  cases,  their  parent  companies  were  located  in  another  Member  State  (6)  or  in  a 
non-EU country (8) and otherwise, they were in the same Member State. The results of 
the SME panel are attached in Annex13. 

  The Commission contracted an external consultant (Milieu Consulting) to carry out a 
study, including specific tasks such as desk research and literature review, analysis, 
targeted e-surveys and interviews with key stakeholders to assist the Commission 
in collecting evidence, providing analysis, and cost estimates for the initiative.  

The evidence collected from these activities includes: a legal mapping of the national 
company  law  systems  of  all  27  Member  States  carried  out  by  legal  experts;  an 
overview  of  stakeholders’  needs  and  obstacles  based  on  5  surveys  (to  business 
registers,  public  authorities,  legal  practitioners,  business  and  financial  organisations, 
individual  companies),  which  collected  views  from  25  business  registers,  11  legal 
professionals,  1  financial  institution,  3  business  organisations,  20  public  authorities 
(tax  and  labour)  and  140  companies;  and  statistical  data  on  the  impacts  of  potential 
measures.   

The  contractor  organised,  with  the  participation  of  Commission’s  services,  virtual 
workshops to gather views, knowledge and data on specific issues, and to gather the 
views  of  different  stakeholder  groups  in  more  detail.  During  these  workshops, 
stakeholders  had  the  chance  to  share  their  views  including  through  short,  targeted 

145  The  SME  panel  is  a    tool  that  allows  Commission  service  to  reach  SMEs  in  a  targeted  way  and  are 
organised in cooperation with the partners in the Enterprise Europe Network, a support network for small and 
medium-sized  enterprises  (SMEs)  bringing  together,  among  others,  chambers  of  commerce  and  industry, 
regional development organisations or innovation support organisations. 

57 

 
 
 
 
 
 
 
                                                 
surveys, and the Commission had an opportunity to go into greater depth on particular 
points and to exchange and compare viewpoints in a dynamic setting. 

o  A virtual workshop with EU business registers was held on 21 June 2022 with 

the participation of representatives from nine Member States. 

o  A virtual workshop with companies was held on 22 June 2022. It was planned 
with  12  confirmed  representatives  of  companies  but  due  to  last  minute 
cancellations, took place with four representatives from different Member States. 
Notwithstanding to the multiple channels used to contact companies, it proved to 
be  difficult  to  have  high  number  of  companies  participating  in  the  workshop. 
Nevertheless, the participating companies provided valuable input confirming the 
existence  of  the  problems  relevant  for  this  initiative  and  gave  several  practical 
examples  in  particular  concerning  the  difficulties  faced  when  trying  to  use 
company data cross-border.  

  DG  JUST  organised  in  Q3  2022  five  virtual  interviews  with  legal  professionals  – 
lawyers  working  in  the  field  of  company  law  and  legal  counsels  (in-house-lawyers) 
dealing  with  company  law  employed  by  EU  companies.  These  interviews  gave  a 
valuable  insight  into  the  daily  practice  and  difficulties  in  cross-border  company  law 
and  other  administrative  and  judicial  procedures.  The  lawyers  provided  concrete 
examples  on  administrative  burdens,  costs  and  time  needed  for  procedures.  In 
addition,  they  provided  their  views  on  what  improvements  to  cross-border  use  of 
company data would facilitate their work.  

  Bilateral  meetings (targeted consultations) were organised between DG JUST and 

key stakeholders in the area of company law to discuss issues most relevant for them: 

  BusinessEurope 
  Council of the Notariats of the European Union (CNUE) 
  European Trade Union Confederation (ETUC) 

The list of bilateral meetings and virtual interviews are included in Annex 15. 

  Two virtual meetings were held with the Commission Company Law Expert group 
(CLEG)  bringing  together  Member  State  representatives  from  Ministries  responsible 
for  company  law  issues  on  30  September  2021  and  20  June  2022.  The  subgroup  of 
CLEG  dealing  with  BRIS,  the  CLEG-BRIS,  bringing  together  Member  States 
represenatives from business registers, also joined the latter meeting146. 

  The Commission  Informal  Company law Expert Group  (ICLEG) consisting of 17 
company law academics and practitioners from 12 Member States and EFTA countries 
held  six  meetings  during  2020,  2021  and  2022  with  DG  JUST  where  the  issues 
relevant for the initiative were discussed. The minutes of these meetings are available 
in  the  Commission  register  of  expert  groups.  ICLEG  also  drew  up  two  reports  on 
issues  relevant  for  this  initiative  (on  transparency  of  company  law  data  and  on  the 

146 Register of Commission expert groups and other similar entities (europa.eu) 

58 

 
 
 
 
 
 
 
 
                                                 
cross-border use of company data) and these will also be published in the register of 
expert groups when they are finalised147.  

CHAPTER II – RESULT OF THE CONSULTATION ACTIVITIES 

The  first  section  of  this  chapter  analyses  the  results  of  the  consultation  activities.  Where 
the  views  of  different  stakeholder  groups  on  the  same  topic  were  substantially  different, 
they are analysed and presented separately. 

The second section describes other issues, which were part of a broader reflection on the 
potential initiative at the beginning of the process. 

The  third  section  presents  a  summary  of  the  feedback  received  by  stakeholders  on  the 
inception impact assessment.  

Section 1: Analysis of results 

For  ease  of  presentation,  the  policy  options  are  regrouped  under  the  main  objective  they 
seek to  meet,  namely  increased transparency  and enabling direct  use of  company data in 
business registers in cross-border situations.  

1.  Transparency 

Making more company information available in business registers and/or 
BRIS (policy options 1) 

Interconnecting  BRIS  with  other  systems  and  enable  better  searches 
(policy options 2)  

A large majority of consulted stakeholders, including SMEs, encountered some difficulties 
when looking for information about companies, in particular about companies in other 
Member States. Only 20% (14 out of 71) respondents to the public consultation and 13% 
(14  out  of  110)  replying  to  the  targeted  consultation  of  SMEs,  did  not  encounter  any 
difficulties  when  looking  for  and  accessing  data  about  companies  from  other  Member 
States.  

In  replies  to  the  public  consultation,  the  most  often  mentioned  difficulty  was  that 
information about companies in different Member States was not comparable (48%, 34 out 
of  71  respondents),  followed  by  stakeholders  not  being  able  to  find/have  access  to  the 
relevant company information at EU level but only in the national business register (35%, 
25  out  of  71),  and  language  difficulties  (34%,  24  out  of  71).  In  particular,  lack  of 
comparability  and  not  having  access  at  EU  level  were  listed  as  the  top  difficulties  by 
business  associations,  companies  and  legal  professionals.  Public  authorities  most 
frequently mentioned language difficulties.  

The fact that the relevant information could be only found on companies’ websites (19%, 
21 respondents) or only in national business registers of companies (12%, 13 respondents) 
was also  mentioned as  a problem148 by SMEs responding to  the SME panel.  In addition, 

147 Register of Commission expert groups and other similar entities (europa.eu) 
148  Respondents  could  only  choose  one  answer  when  asked  about  difficulties,  therefore  lower  numbers  of 
respondents per difficulty. 

59 

 
 
 
 
 
 
 
 
                                                 
15% of responding SMEs could not find or access the relevant company information at all 
(17 out of 110).  

to  find 

According  to  the  results  of  the  public  consultation,  the  most  important  reason  to  have 
access to company data is to find or check information about a company, as a creditor, a 
business  partner  or  a  legal  professional.  Similarly,  according  to  the  surveys  for  the 
supporting  study,  75%  of  companies  indicated  that  they  needed  company  information 
cross-border 
information  about  potential  business  partners;  33%  -  for 
benchmarking/market  analysis  purposes,  and  32%  -  to  identify  legal  representatives. 
Company information was also needed to verify who is the authorised representative of the 
company, for judicial proceedings (e.g. when company information is required by a court), 
when  dealing  with  competent  authorities  (e.g.  when  applying  to  get  SME  funding,  for 
taxation, for social security, for posting of workers), to make investment decisions. Other 
purposes indicated by stakeholders include, risk assessments, identifying stakeholders and 
intra-group transactions along with  company structures, recovery of tax arrears, checking 
the  registration  of  the  company  along  with  their  scope  of  activity  and  registered  office. 
According  to  legal  professionals  responding  to  the  supporting  study  surveys  company 
information  was  in  particular  needed  to  identify  legal  representatives,  for  judicial 
proceedings, for verification of company data for the preparation of contracts, to carry out 
controls/checks,  for  due  diligence  purposes  and  for  administrative  purposes.  The  public 
authorities (mainly tax authorities) responding the supporting study survey confirmed that 
they needed data about companies from other Member States to check information (95%, 
legal 
19  respondents),  establish 
representatives,  detect  fraud  and  money  laundering/terrorist  financing  and  carry  out 
controls and checks (60%).  

taxes  (70%,  14  respondents)  and 

identify 

to 

A  number  of  other  problems  were  mentioned  during  consultation  activities,  including 
difficulty  to  search  on  registers’  websites,  or  technical  and  language  difficulties.  Some 
SMEs  considered  that  company  information  in  registers  was  not  sufficiently  reliable.  In 
addition,  another  difficulty  reported  was  the  need  to  pay  fees  to  access  information  and 
documents from business registers. In the surveys for the supporting study, nearly 50% of 
respondents  indicated  this  as  a  problem.  Similarly,  73%  of  respondents  to  the  public 
consultation  considered that there is  a need to  have more company data available free of 
charge centrally at EU level (through BRIS). In the context of accessing the information in 
national  business  registers,  some  stakeholders  mentioned  that  it  was  sometimes 
challenging  -  even  for  legal  professionals  specialised  in  company  law  -  to  identify  the 
official  source  of  company  data  (i.e.  website  of  the  official  business  register)  in  other 
Member States as there are many private websites also providing company information. 

74%  of  respondents  who  replied  to  the  question  on  being  familiar  with  the  Business 
Registers  Interconnection  System  -  BRIS  -  or  the  “Find  a  Company”  page  of  the 
European  e-Justice  portal  confirmed  their  familiarity  (53  out  of  72).  Public  authorities 
and  business  associations  were  more  familiar  with  BRIS  as  compared  to  companies  and 
EU citizens. Out of those respondents familiar with BRIS, 67% used BRIS (35 out of 52), 
whereas 23% of respondents did not and 10% had no opinion. Nearly all public authorities 
familiar with BRIS use it.  

According to the survey for the supporting study and the SME panel, respondents mainly 
used  websites  of  companies  directly  to  find  information  about  companies  from  other 
Member States (43% and 45% respectively), followed by using business registers in other 
Member States (21% and 16% respectively). 8% of the respondents to the supporting study 
survey and 4% to the SME panel survey - used BRIS to access cross-border company data. 

60 

 
 
In  general,  the  majority  in  all  consulted  stakeholder  groups  (companies,  authorities, 
business  organisations,  business  registers,  trade  unions,  legal  professionals,  citizens) 
welcomed the Commission’s initiative on Upgrading Digital Company Law and expressed 
their support for making more harmonised company information available at EU level. 
Among  stakeholder  groups  responding  to  the  public  consultation,  support  was  strongest 
from  companies  and  legal  professionals.  Legal  professionals  (lawyers,  notaries)  in 
particular  emphasised  the  need  for  making  more  complete  and  correct  company  data 
available cross-border from the trustworthy source (business register) with an easy access. 
Business associations mentioned that measures to increase transparency should not lead to 
an  increase  in  administrative  burden  for  companies  and  stressed  the  need  to  ensure  a 
balance between transparency and protection of other values such as privacy. 

In  the  supporting  study  surveys,  all  stakeholder  groups  (especially  legal  practitioners, 
public  authorities  and  companies)  considered  that  the  most  significant  benefit  from  the 
planned  measures  to  make  more  company  data  available  would  be  to  enhance  trust  in 
business environment (91% - 73% of legal practitioners, 65% - 53% of public authorities 
and 56% - 53% of companies).  

As  regards  the  specific  types  of  company  data,  majority  of  all  consulted  stakeholder 
groups  were  in  favour  of  making  information  about  other  types  of  companies  than 
limited liability companies available centrally at EU level (through BRIS). For instance, 
71% of those replying to the public consultation were in favour (48 out  of 68) of having 
more information about other legal forms than limited liability companies centrally at EU 
level (through BRIS), and 37 and 36 out of those mentioned cooperatives and partnerships 
respectively.  115  out  of  117  of  SMEs  responding  to  the  SME  panel  were  in  favour  of 
having  more  information  about  partnerships  at  EU  level.  90%  of  public  authorities  and 
91% of legal practitioners, 72% of companies and 70% of business registers responding to 
the  supporting  study  surveys  thought  that  having  information  about  partnerships  at  EU 
level would be beneficial. 

The  respondents  to  the  public  consultation  overall  considered  that  similar  information 
should  be  made  available  as  is  currently  the  case  for  limited  liability  companies.  Some 
respondents  said  that  information  about  all  types  of  companies  should  be  available, 
referring  also  to  associations,  trusts  or  foundations.  In  consultation  activities  in  CLEG, 
most  Member  States’  representatives  (business  registers)  also  considered  more 
transparency  on  partnerships  beneficial  (some  pointing  out  that  otherwise  these  company 
types could be used for abuse and fraud). Furthermore, in the consultations in CLEG, some 
Member  States  referred  to  the  need  for  harmonised  data  in  this  respect  and  saw  some 
challenges.  Company  law  professors  and  practitioners  in  ICLEG  recommended  that 
information  in  the  national  registers  of  the  Member  States  about  unlimited  and  limited 
partnerships, and at least their partners with unlimited liability should be made available via 
BRIS, on the basis of some harmonisation. 

Nearly  all  responding  participants  to  the  public  consultation  (90%)  thought  that  the 
information  about  third  country  branches  in  the  EU,  which  is  already  available  in 
national  business  registers,  should  also  be  accessible  centrally  through  BRIS  (60  out  of 
67).  This  majority  support  was  reflected  across  the  different  stakeholder  groups.  High 
support was also expressed in the supporting study surveys, with 73% of all respondents, 
and in particular 94% of public authorities and 81% of legal practitioners confirming that 
having this information at EU level would be beneficial.  

61 

 
 
The majority of stakeholders thought that it is important to have better access to company 
information  related  to  groups  of  companies.  Over  three  quarters  of  respondents  to  the 
public consultation (77%) was of this opinion (51 out of 66). Some business associations 
considered  access  to  cross-border  information  on  groups  important,  highlighting  though 
that  this  should  not  lead  to  further  requirements  for  companies.  111  out  of  113  SMEs 
responding  to  the  SME  panel  also  considered  that  such  information  would  be  beneficial. 
An  EU  level  SME  association  listed  information  related  to  groups  among  their  four 
priorities regarding company information that should be available not only at national but 
also at cross-border level and stressed that this information is indeed difficult to access and 
compare,  which  represents  additional  time  and  financial  costs  for  SMEs.  76%  of  the 
respondents  to  the  supporting  study  surveys  respondents,  and  in  particular,  83%  public 
authorities,  75%  companies  and  72%  legal  practitioners  also  indicated  that  it  would  be 
beneficial if information about groups of companies was available in an easily accessible 
way  and  format  to  the  wider  public  in  both  the  national  business  registers  and  through 
BRIS. 78% of all respondents to the supporting study surveys said that having the group 
information  available  at  EU  level  would  help  to  reduce  administrative  burden  (82%  of 
legal practitioners, 82% of public authorities and 75% of companies).  

It  was  generally  considered  across  the  consultation  activities  that  access  to  information 
about groups would enhance transparency and trust in the business environment and would 
make it easier to search for business partners. The majority of public authorities considered 
that  it  would  be  beneficial  to  have  access  to  information  on  groups.  Business/financial 
organisations  and  companies  held  mixed  opinions  but  generally  anticipated  benefits  if 
information on groups were to be made publicly available. Legal professionals cautioned 
that  group  information  is  different  in  the  Member  States,  which  might  limit  the  value  of 
having  cross-border  access  to  this  information.  Some  Member  States  considered  that 
implementation of such requirements might be challenging as group information might be 
extensive and some underlined that this information was not yet available in their national 
business register. Company law professors in ICLEG considered that it is important for any 
company’s  stakeholder  to  have  access  to  information  on  the  group’s  existence  and 
structure.  

In terms of purposes for which group-related data is used by the stakeholders, 94% of the 
public authorities (mostly in charge of tax issues) consulted in the context of the supporting 
study indicated that they use company data for taxation purposes and 50% - for anti-money 
laundering purposes. Other uses included e.g. the supervision of internal transfers of posted 
workers  in  company  groups.  80%  of  legal  professionals  indicated  that  they  use  such 
information mainly for anti-money laundering purposes, 70% for verification of company 
data of a business partner of a company and 70% for preparation of contracts. Companies 
and business organisations needed group information for taxation, application for funding 
and anti-money laundering purposes.  

67%  of  respondents  in  the  public  consultation  were  in  favour  of  EU  company  law  rules 
requiring  disclosure  of  additional  information  about  limited  liability  companies  in 
national  business  registers  and  via  BRIS  (40  out  of  60).  There  were  majorities  in  favour 
among the responding companies, legal  professionals  and EU citizens whereas the views 
were more mixed among business  associations and public authorities with approximately 
equal numbers of respondents in favour and against.  

The supporting study surveys also showed that stakeholders, notably public authorities and 
legal practitioners, need to have access information about the place of management and the 
place  of  the  main  economic  activity.  In  particular,  tax  authorities  responding  to  the 

62 

 
supporting  study  surveys  needed  this  information  for  the  identification  and  detection  of 
fraud and tax evasion (95% of tax authorities in case of place of management and 89% - in 
case  of  place  of  economic  activity),  and  the  responding  legal  practitioners  -  for  taxation 
purposes  (55%  of  legal  practitioners  use  place  of  management  and  73%  -  place  of 
economic  activities).  Legal  practitioners  also  needed  the  place  of  economic  activity  for 
social  security  purposes  (55%).  There  was  support  to  have  this  information  at  EU  level 
across  the  consultation  activities.  70%  of  respondents  to  the  public  consultation  thought 
that the place of management and 67% - that the place of main economic activity of EU 
limited  liability  companies  should  be  disclosed  in  business  registers  and  made  available 
through BRIS (45 and 43 respondents out of 64, respectively), while 25% replied that this 
should  not  be  the  case.  A  responding  EU  level  SME  association  listed  place  of 
management as one of their four priorities regarding company information that should be 
made  available  at  national  and  EU  level.  Many  stakeholders  replying  to  the  supporting 
study  surveys  said  that  having  this  information  available  would  help  to  reduce 
administrative  (72%  of  all  stakeholders,  95%  of  public  authorities  in  case  of  place  of 
management,  and  81%  legal  practitioners  and  66%  of  companies  in  case  of  place  of 
management,  and  73%  of  all  stakeholders,  95%  of  public  authorities,  72%  legal 
practitioners and 69% of companies in case of the place of the main economic activity).  

SMEs also supported disclosure of such information: 109 of 114 SMEs responding to the 
SME  panel  were  in  favour  of  making  information  about  place  of  management  available, 
and  112  out  of  113  –  about  place  of  economic  activity.  In  the  supporting  study  surveys, 
majorities  in  particular  among  legal  practitioners  and  authorities  considered  that  the 
availability  of  such  information  would  enhance  trust  in  the  business  environment.  The 
reasons  mentioned  during  consultation  activities  in  favour  of  such  disclosure  included 
taxation,  insolvency/restructuring  and  social  security  purposes  (mainly  mentioned  by 
authorities and legal  professionals) as well as fight  against letterbox companies. Notaries 
pointed  out  that  while  information  on  place  of  management  and  the  place  of  main 
economic  activity  will  provide  more  transparency  and  prevent  misuse  of  company  law, 
these concepts of are not harmonised under EU law, which might mislead users and create 
legal uncertainty. Some Member States in the consultations pointed out that these concepts 
are not part of their legal systems and that they would need to be defined. 

A  majority  of  stakeholders  (in  particular  authorities,  business  registers  and  legal 
professionals)  considered  that  it  would  be  useful  to  link  BRIS  with  the  EU 
interconnection  of  beneficial  ownership  registers  and  the  EU  interconnection  of 
insolvency registers. Stakeholders were less supportive of connecting BRIS with the EU 
interconnection of land registers. 

A majority of respondents to the public consultation (82% and 72%) thought that it would 
be useful to link BRIS with the EU interconnection of beneficial ownership registers 
(58 out of 71) and the EU interconnection of insolvency registers  (51 out of 71). 41% 
thought  it  useful  to  connect  BRIS  with  the  EU  interconnection  of  land  registers.  Some 
stakeholders,  in  particular  notaries,  expressed  doubts  about  such  interconnection  due  to 
different  subject  matter  of  both  systems  and  privacy  restrictions  to  access  information  in 
land  registers.  In  the  discussions  in  CLEG,  most  Member  State  experts  have  also 
considered  interconnection  of  BRIS  with  other  systems  beneficial.  Some  Member  States 
highlighted the importance of ensuring compliance with personal data protection rules.  In 
the surveys for the supporting study, 67% of all respondents said that it would be useful to 
a  large  or  very  large  extent  to  link  BRIS  to  BORIS  (74%  of  business  registers,  90%  of 
legal practitioners, 69% of public authorities, 61% of companies) and 66% - to link BRIS 

63 

 
 
to  IRI  (70%  of  business  registers,  80%  of  legal  practitioners,  70%  of  public  authorities, 
61% of companies). 

83%  of  respondents  to  the  public  consultation  asked  for  more  search  functionalities 
centrally at EU level via BRIS (50 out of 60), in particular on searching by legal form (e.g. 
by  European  Companies,  SEs)  and  by  registered  office,  but  also  by  country-by-country 
reports. 113 out of 115 SMEs responding to the SME panel also considered this beneficial. 
The  survey  for  the  supporting  study  also  confirmed  that  stakeholders  considered  that 
limited search functionality of both the business registers and BRIS caused difficulties, as 
some Member States limit searches to very limited time-frames or number of possible hits. 

2.  Use of company data in cross-border situations 

Ensuring adequate  verification of company data before it is entered into 
the business register (policy options 3) 

Enabling  direct  use  of  company  data  from  business  registers  in  cross-
border situations (policy options 4)  

In  the  consultation  activities,  many  stakeholders  highlighted  the  importance  of  reliable 
company  data  and  confirmed  that  introducing  common  rules  for  verification  of  company 
data before it is entered into business registers would increase its reliability. Around 40% 
of public authorities, a third of legal practitioners, a quarter of companies and of business 
registers  responding  to  the  supporting  study  surveys  saw  increased  legal  certainty  as  the 
main benefit from the measures enabling the use of company information in cross-border 
administrative or court procedures (which in those survey also included introducing the ex-
ante  checks).  The  assessment  by  company  law  professors  in  ICLEG  also  confirmed  that 
harmonising  the  requirements  for  ex-ante  verification  is  the  appropriate  measure  to 
increase reliability of company data149.  

The importance of adequate checks for ensuring the reliability of company data in business 
registers  was  in  general  underlined  by  legal  professionals,  in  particular  notaries,  in  the 
public consultation  and targeted interviews.  Notaries considered that, today, at  the  cross-
border  level,  in  many  cases  company  information  may  be  unreliable,  and,  eventually,  it 
might  have  no  legal  value.  Business  registers,  can  only  fulfil  their  function  of  providing 
transparency  and  legal  certainty  for  business  transactions  if  the  company  information 
entered  in  reliable  business  registers  is  complete,  correct  and  easily  accessible.  Notaries 
also  considered  that  the  information  in  business  registers  is  only  correct  and  reliable  if 
register  courts  and/or  notaries  as  public  officials  check  the  legal  validity  of  corporate 
transactions  and  decisions,  verify  the  relevant  company  data  and  securely  identify  the 
parties  and  applicants.  Notaries  also  were  of  the  opinion,  that  it  should  be  up  to  the 
Member  States  to  decide  whether  the  standard  of  input  control  in  another  Member  State 
satisfies  its  verification  standards,  i.e.  whether  it  can  be  deemed  equivalent  to  an  own 
standard  of  input  control.  Finally,  notaries  were  of  the  view  that  Member  States  should 
have discretion as to whether and how to design a system of preventive control that is in 
line with their legal traditions. 

149 Commission expert group consisting of company law professors (ICLEG) proposed to consider rules for 
verification and checking of company data at EU level to further improve the reliability of registers in their 
paper on the cross-border use of company data.  

64 

 
 
 
                                                 
Many  of  the  stakeholders  during  the  consultation  activities  also  considered  that  defining 
common minimum rules for the verification of the correctness of company data before it is 
entered  in  a  business  register  could  facilitate  its  use  when  dealing  with  competent 
authorities or in court proceedings in another Member State. Defining common minimum 
rules for ex-ante check was the second most important means to facilitate the cross-border 
use of company data according to 43% of respondents to the public consultation (62%, 36 
respondents).  Companies  replying  to  the  surveys  for  the  supporting  study  held  mixed 
views,  although  more  companies  still  expected  rather  a  decrease  in  administrative  costs 
(35%) than an increase (28%).  

The majority of stakeholders considered that ensuring consistent ex-ante scrutiny through 
the  introduction  of  minimum  common  standards  for  checking  the  company  information 
before entering it into the business register would lead to a decrease in administrative costs 
and charges or would not have an impact at all, with only some adjustment costs expected 
by  business  registers.  In  the  surveys  for  the  supporting  study,  27%  of  the  responding 
registers  expected  a  small  (and  14%  a  significant)  increase  in  administrative  costs  for 
introducing minimum common standards; in the workshop, 10 registers anticipated a slight 
rise  in  administrative  costs  but  participants  said  that  benefits  will  outweigh  the 
administrative costs. 50% of business registers responding to the surveys for the supporting 
study indicate that introducing common ex-ante checks would lead to a significant or small 
increase in adjustment costs, with 10% expecting significant or small decreases, and 18% - 
no impact.  

In  general,  stakeholders  in  the  consultation  activities  considered  it  important  to  remove 
unjustified  barriers  and  obstacles  to  the  use  of  company  information  in  cross-border 
situations.  

The results of consultation activities gave an example of how many companies try to set up 
cross-border  subsidiaries  or  branches.  13%  of  SMEs  (mainly  private  and  public  limited 
liability  companies)  replying  to  the  SME  panel  already  had  an  establishment/place  of 
business  in  another  Member  State  (19  out  of  151),  9%  were  planning  to  have  one  (14) 
whereas 5% tried but gave up (7). Similarly, 20% of companies responding to the survey 
for the supporting study indicated that they had or were considering setting up a subsidiary 
in another Member State. 13% already had or were considering setting up a  cross-border 
branch. 

As  to  specific  difficulties  when  setting  up  cross-border  subsidiaries  or  branches,  the 
consultation  activities  show  that  in  a  big  majority  of  Member  States,  companies  need  to 
resubmit  data,  which  exists  in  their  national  business  registers,  to  the  registers  of  other 
Member States. In particular in the public consultation, companies, which faced difficulties 
when setting up branches or subsidiaries, indicated that the main problems concerned the 
need to provide a certified translation of company documents or information, followed by 
the need to have company documents legalised/have an apostille, and by a time-consuming 
procedure and administrative costs . This was confirmed by the results of the SME panel, 
where  the  responding  SMEs  with  experience  of  setting  up  establishments  abroad 
mentioned  that  documents  had  to  be  legalised  to  be  valid  in  another  Member  State 
(apostille)  (20  out  of  40),  that  certified/sworn  translation  was  needed  (19)  and  that  they 
could  not  use  the  information/documents  from  their  company’s  business  register  (non-
recognition)  (13).  60%  of  those  answering  faced  administrative  costs  or  time-consuming 
procedures linked to such difficulties (15 out of 25); and costs for legal advice (e.g. from 
lawyers or notaries), translations, legalisation costs were mentioned by a few respondents 
in  this  context.  The  need  for  legalisation  of  documents  and  certified  translations  when 

65 

 
setting up branches for companies, and to a lesser extent when setting up subsidiaries, was 
also  mentioned  by  nearly  half  of  the  legal  practitioners  replying  to  the  survey  for  the 
supporting  study.  The  existence  of  administrative  barriers,  and  examples  of  the  resulting 
administrative  burden  (time,  legal  cost  and  fees)  for  companies  was  confirmed  by  the 
targeted interviews with practicing lawyers specialised in company law. 

Furthermore, the public  consultation  confirmed that  companies  face difficulties or find it 
impossible to use the information, which is already in their national business register, when 
dealing  with  competent  authorities  or  in  court  proceedings  in  another  Member  State.  A 
majority  (73%)  of  companies  who  replied  indicated  that  they  have  encountered  such 
difficulties.  Similarly,  70%  of  responding  authorities  confirmed  they  faced  difficulties 
when  accessing  or  verifying  data  about  companies  from  business  registers  in  another 
Member State. The report by ICLEG also mentioned that the company data in the business 
register  of  one  Member  State  is  often  not  accepted  as  evidence  in  other  Member  State, 
probably due to the perceived risk of inaccuracy of the registered information from another 
Member State; instead, they require additional evidence, which generates costs and delays 
for the parties  relying on the registered information150. The main difficulties encountered 
by  the  respondents  to  the  public  consultation  were  that  certified  translation  of  company 
documents/information was required and that company documents had to be legalised/have 
an  apostille.  Similarly,  33%  of  SMEs  responding  to  the  SME  panel  with  cross-border 
experience,  needed  certified  translations  when  dealing  with  authorities  in  other  Member 
States (9 out of 40) and 22% - legal certification (apostille) (6). 64% of those answering to 
this  question  faced  administrative  costs  or  time  consuming  procedures  linked  to  such 
difficulties  (14  out  of  22).  Over  half  of  those  who  were  involved  in  cross-border  court 
proceedings needed certified/sworn translation of company information/documents (9 out 
of 17).  

The  surveys  for  the  supporting  study  also  showed  that  more  than  half  of  the  legal 
practitioners  consulted  needed  certified  or  sworn  translations  of  documents  (64%)  and 
certification  of  documents  (55%),  and  45%  mentioned  the  need  for  authentication 
(apostille) in administrative procedures and in court proceedings. Similarly, more than half 
of  public  authorities  required  certified  or  sworn  translations  of  documents  (53%),  41%  - 
certification  of  documents  and  around  30%  of  public  authorities  mentioned  the  need  for 
authentication  (apostille).  Furthermore,  60%  of  the  legal  practitioners  surveyed  indicated 
that  they  face  difficulties  dealing  with  company  law  procedures  due  to  differences  in 
electronic  formats  required  by  authorities  and  courts,  and  50%  due  to  requirements  from 
business registers.  

Stakeholders  in  general  expressed  support  in  the  consultation  activities  to  the  planned 
measures  to  facilitate  the  cross-border  use  of  company  data.  For  instance  as  regards  the 
application of the once-only principle, a majority of the SMEs (mainly private and public 
limited  liability  companies)  responding  to  the  SME  panel  thought  that  not  having  to 
resubmit the information already available in their company’s business register would help 
their  company  when  setting  up  cross-border  subsidiaries  and  branches  (65  out  of  70). 
Around three-quarters of replying stakeholders to the public consultation also thought that 
applying  the  once-only  principle  would  help  when  setting  up  subsidiaries  (70%,  35 
respondents) and branches (78%, 39 respondents) cross-border. Companies replying to the 

150  ICLEG  paper  on  the  use  of  company  data  (to  be  published  on  the  Commission  company  law  policy 
website and in the Register of expert groups once finalised). 

66 

 
 
 
                                                 
supporting study surveys saw an easier cross-border expansion of SMEs as the first benefit 
of the application of the once-only-principle (22% of replying companies). 

Furthermore, 68 out of 75 of SMEs responding to the SME panel thought that having less 
formalities  (for  example,  through  the  use  of  digital  solutions  applied  by  authorities  thus 
reducing  the  need  of  legal  certification  of  company  data  in  procedures)  would  help  their 
company.  Similarly,  respondents  thought  that  introducing  a  common  digital  company 
information  extract  would  help  (64  out  of  72).    59%  respondents  to  the  public 
consultation  also  thought  that  replacing  the  need  for  legalisation/apostille,  e.g.  by  secure 
digital  transmission  channel  would  facilitate  the  use  of  company  data  cross-border  (34). 
Consultations  with  practising  lawyers  specialised  in  company  law  confirmed  that  the 
application  of  once-only  principle,  and  the  abolishment  of  formalities  when  using  cross-
border  company  data  would  reduce  costs  and  time  needed  for  procedures.  Lawyers 
provided examples from their daily practice on difficulties and costs and time spent with 
procedures.  The  common  harmonised  company  extract  was  also  supported  by  notaries, 
legal professionals and also by company professors in ICLEG. Many Member States were 
in general supportive of common company extract. Some mentioned that it should focus on 
basic company information and build on the existing register data. Most of Member States 
delegations were also open to the use of the once-only principle.  

Section 2: Analysis of results – Other issues raised during consultation activities  

The initial consultations, in particular public consultation also include questions related to 
on-line formation of other companies than limited liability companies as well as about so 
called “virtual office”.  

In the public consultations, about three quarters (72%) of those who replied (42 out of 58 
respondents) think that it should be possible to allow fully online formation and filing for 
companies  other  than  limited  liability  companies  (e.g.  partnerships)  with  the  remaining 
28%  disagreeing.  Some  stakeholders  considered  that  online  formation  of  partnerships 
should  only  be  introduced  at  EU  level  if  experience  with  online  formation  of  limited 
liability companies is available. In the discussions in CLEG, Member States were divided 
if introduction of online formation and filing for partnerships is necessary at stage. 

In  the  public  consultation,  a  majority  of  those  who  replied  think  that  virtual  registered 
offices could serve real business needs (31 out of 49), while 41 % have no opinion or gave 
no answer. 57% of respondents  had no opinion or gave no answer to  whether the  use of 
virtual  registered  offices  is  widespread/growing  (47  respondents  out  of  83).  Amongst 
those who answered, 61% experienced the use to be widespread/growing opposed to 39% 
did not consider this happening (22 respondents out of 36).  Close to half of those replying 
to this question viewed the overall impact of companies using virtual registered offices 
as negative (45%, 17 out of 38), 34% (13 out of 38) as positive and 21% (8 out of 38) as 
neutral.  More  than  half  of  overall  respondents  had  no  opinion  or  gave  no  answer.  As 
regards  what  issues  the  use  of  virtual  registered  offices  raises,  answers  varied. 
Generally,  respondents  highlighted  that  virtual  offices  might  facilitate  the  operation  of 
shell companies, fraudulent behaviour and money-laundering, and might raise questions of 
applicable  law  and  serving  of  official  documents.  In  turn,  some  respondents  considered 
that the use of virtual offices could have an overall positive impact reducing overheads for 
small  companies  and  start-ups.  When  asked  whether  there  is  a  need  for  any  action  to 
address the use of virtual registered offices, around half of those who answered (24 out 
of 45) see a need for action at EU level, 29%  sees a need for action at national level and 

67 

 
 
 
 
18% does not see a need for action at all. 46% had no opinion or gave no answer (38 out of 
83). 

In  general  in  the  consultations,  it  deemed  to  be  difficult  to  define  the  concept  of  virtual 
registered  offices  and  stakeholders  had  in  general  mixed  views,  including  in  the  CLEG 
discussions.  

Section 3: Feedback on the Inception Impact Assessment 

Stakeholders who provided feedback to the inception impact assessment expressed support 
for  the  further  digitalisation  of  EU  company  law,  pointing  out  that  the  COVID-19 
pandemic has showed how digital  tools are essential  to  ensure the  continuity of business 
operations  and  interactions  with  authorities  on  company  law  related  issues.  Stakeholders 
considered that EU level action is needed.  

Enhancing transparency of company data and facilitating the cross-border use of company 
information was supported. Stakeholders, in particular business  registers, agreed with the 
problem  definition  and  confirmed  the  need  to  tackle  the  identified  issues.  BRIS  was 
considered  as  a  good  platform  that  should  be  further  developed  to  facilitate  cross-border 
use of company data. Business associations particularly supported further digitalisation of 
company  law  procedures.  Furthermore,  they  highlighted  the  importance  of  ensuring  the 
recognition  of  documents/information  issued  by  business  registers,  including  the 
acceptability  of  electronic  copies  and  the  application  of  the  once-only  principle.  Some 
submissions  proposed  that  various  digital  tools  and  methods  be  considered  in  the  future 
initiative. 

68 

 
 
 
ANNEX 3: WHO IS AFFECTED AND HOW? 

1.  PRACTICAL IMPLICATIONS OF THE INITIATIVE 

Businesses  would  be  positively  affected  by  the  initiative.  By  making  more  important 
company  data  publicly  available  in  business  registers  and  at  EU  level  through  BRIS  and 
improving  its  reliability,  will  reduce  overall  administrative  burden  on  companies  and  in 
turn facilitate access to finance and the creation of businesses. In addition, the facilitation 
of  the  cross-border  use  of  such  data,  when  creating  new  subsidiaries  or  branches  cross-
border  or  in  other  cross-border  situations,  including  administrative  or  court  procedures, 
will result in important recurrent cost savings and thus will substantially ease conducting 
cross-border  business  activities  and  facilitate  access  to  other  Member  States’  markets. 
These measures will apply to around 16 million limited liability companies and 2 million 
partnerships in the EU.  

The package will result in some implementation costs for certain companies. These costs 
will  only  apply  to  companies,  which  currently  do  not  file  information  to  the  business 
register. These one-off costs are estimated to amount to around EUR 311 million. On the 
other  hand,  companies  which  are  or  are  planning  to  engage  in  cross-border  business 
activities  and/or  creating  new  cross-border  subsidiaries  or  branches,  will  benefit  from 
recurrent  annual  savings  (burden  reduction)  of  around  EUR  437  million  per  year.  When 
comparing  the  one-off  cost  (around  311  million)  against  recurrent  annual  savings  for 
companies  (around  437 million  per  year), it is  clear that the  benefits  much outweigh the 
one-off costs and that the initiative will bring significant burden reduction for companies in 
the Single Market. 

Business  registers  will  be  expected  to  overall  benefit  from  the  measures.  The  increased 
accessibility  and  reliability  of  company  data,  and  better  connections  between  registers, 
thanks to the once-only principle and also interconnecting other EU level systems/registers 
to BRIS, should facilitate registers’ work. On the side of costs, the package is expected to 
entail  one-off  costs  for  business  registers  to  adapt  the  IT  systems  of  around  EUR  5.4 
million one-off cost, and recurrent costs e.g. to carry out ex-ante verification of company 
data, estimated at around EUR 4 million per year for all business registers. In this context, 
some  business  registers  expected  increases  in  adjustment  costs  to  be  limited  as  ex-ante 
checks were already in place. It is also likely that there will be some loss of revenue e.g. 
for those business registers, which charge access fees for company extracts. However the 
application of the once-only principle and the common extract would bring more benefits 
than costs 

Other public authorities would also be able to consult the company information directly 
from  business  registers.  Easier  access  to  more  sets  of  information  would  in  particular 
facilitate the work of authorities, for example in fight fraud and abuse. The application of 
once-only  principle  would  result  in  burden  reduction  also  for  public  authorities.  On  the 
other hand, those public authorities in charge of issuing apostille will face loss of revenue, 
which  are  estimated  to  amount  to  EUR  9.5  million  per  year.  However,  due  to  current 
unclear  rules  and  legal  uncertainty  and  the  related  human  resources  and  time  needed  to 
issue  an  apostille,  the  abolishing  of  the  apostille  is  estimated  to  result  in  overall 
administrative burden reduction. 

69 

 
Citizens/consumers  will  benefit  from  easier  access  to  reliable  company  data.  Society  at 
large  will  benefit  from  the  initiative  as  it  will  facilitate  the  fight  against  fraud  and  abuse 
and will promote digital tools.  

2.  SUMMARY OF COSTS AND BENEFITS 

I. Overview of Benefits (total for all provisions) – Preferred Option 

Description 

Amount 

Direct benefits 

Comments 

Trust  and  transparency  in  the 
market 

Ease of doing business  

Savings in operational costs 
for business registers 

Savings in operational costs 
for public authorities  

Fight against fraud 

Digital company 

registers,  public  authorities, 

No  quantified  estimates  available.  Businesses, 
legal 
business 
professionals,  and  society  at  large  will  benefit 
from  more  transparency.  Having  more  reliable 
company  data  in  business  registers  will  bring 
more  trust  and  more  legal  certainty  in  the 
market. 

Companies  will  find  more  easily,  comparable, 
multilingual  (harmonised) 
information  about 
business  partners,  potential  clients  etc.  in  other 
Member  States 
the  measures  on 
transparency.  

through 

EUR 437 million recurrent cost savings per year 
for  companies  is  expected  from  the  measures 
that  enable  direct  use  of  company  data  from 
business registers in cross-border situations 

No  quantified  estimates  available.  Business 
registers  will  benefit  from  increased  company 
data in BRIS and from the interconnections with 
different  systems.  Adequate  verification  of 
company data will result receiving/being able to 
access  more  reliable  data  from  other  registers. 
This  will  facilitate  their  work.  The  use  of  the 
once-only principle will allow business registers 
to  receive  the  documents  directly  from  other 
registers  which  will  result  in  more  streamlined 
processes and cost savings. 

No  quantified  estimates  available.  Public 
authorities will benefit from more company data 
comparable  and  easily  accessible  cross-border. 
Enable direct use of reliable company data from 
business registers in cross-border situations  will 
streamline  procedures  which  will  lead  to  cost 
savings 

Indirect benefits 

See  detailed  description  and  motivation  in 
Annex  4  on  the  sections  on  efficiency, 
(benefits  under  “Trust  and  transparency  in 
the market”.) 

See  detailed  description  and  motivation  in 
Annex  4  on  the  sections  on  efficiency 
(benefits under “Ease of doing business and 
access to the market”.) 

See  detailed  description  and  motivation  in 
Annex  4  on  the  sections  on  efficiency 
(benefits  under  “Operational  cost  savings 
for business registers”.) 

See  detailed  description  and  motivation  in 
Annex  4  on  the  sections  on  efficiency 
(benefits  under  “Operational  cost  savings 
for public authorities”.) 

More  transparency  and  easier  use  of  verified 
company  data  in  cross-border  situations  will 
facilitate  the  work  of  public  authorities  fighting 
fraud and abuse.  

See  detailed  description  and  motivation  in 
Annex  4  on  the  sections  on  efficiency 
(benefits  under  “Fight  against  fraud  and 
abuse”.) 

transparency, 

More 
of 
information  systems  and  the  application  of  the 
once-only principle will have a strong impact on 
digitalisation. 

interconnection 

See  detailed  description  and  motivation  in 
Annex  4  on  the  sections  on  efficiency 
(benefits under “Digital economy”.) 

70 

 
 
 
 
 
Functioning  of  the  internal 
market 

More  transparency  and  more  reliable  company 
data  that  can  be  used  directly  in  cross-border 
situations  will  contribute  to  the  creation  of  a 
more integrated and digitalised Single Market 

See  detailed  description  and  motivation  in 
Annex  4  on  the  sections  on  efficiency 
(benefits under “Functioning of the internal 
market”.) 

Administrative cost savings related to the ‘one in, one out’ approach* 

Administrative burden 
reduction for companies  

EUR  437  million  cost  savings  per  year 
(recurrent)  for  companies  is  expected  from  the 
measures that enable direct use of company data 
from business registers in cross-border situations 

recurrent 

II. Overview of costs – Preferred option151 

Citizens/Consumers 

Businesses 

Administrations (business 
registers and other public 
authorities) 

One-off 

Recurrent 

One-off 

Recurrent 

One-off 

Recurrent 

2.7 
IT 

for 

EUR 
million 
development 
cost 
business 
registers 
100.000 
MS) 

(€ 
per 

- 

- 

EUR 
2.7 
IT 
million 
development 
cost 
(100.000  per 
MS) 

- 

- 

- 

2  FTEs  per 
MS  –  54 
FTE 
altogether 
per  year  for 
business 
registers. 
EUR 
4 
million  per 
year. 
Loss 
of 
revenue  of 
EUR 
7.9 
million  per 
year 

Loss 
of 
revenue  of 
9.5 
EUR 
million  per 
year 

Direct adjustment 
costs 

- 

Policy 
option 1c   

Direct 
administrative 
costs 

Direct 
adjustment costs 

- 

- 

Policy 
option 
3b    

Policy 
option 
4c    

Direct 
adjustment costs 

- 

Direct 
administrative 
costs 

- 

- 

- 

- 

- 

- 

- 

- 

EUR 
million 

311 

- 

- 

- 

- 

- 

- 

- 

Costs related to the ‘one in, one out’ approach 

151 See details and explanations in Annex 4. 

71 

 
 
 
 
 
 
 
 
                                                 
Administrative 
costs (for 
offsetting) 

- 

- 

EUR 
million 
off) 

311 
(one 

3.  RELEVANT SUSTAINABLE DEVELOPMENT GOALS 

III. Overview of relevant Sustainable Development Goals – Preferred Option(s) 
Relevant SDG 

Expected progress towards the Goal 

Comments 

SDG8  decent  work  and 
economic growth 

initiative  will  contribute 

This 
to 
economic  growth as  it  will enhance the business 
environment in the Single Market 

indirectly 

72 

 
 
 
 
 
 
 
 
 
 
 
 
ANNEX 4: ANALYTICAL METHODS 

1.  SCREENING OF IMPACTS 

1.1.  IDENTIFICATION OF IMPACTS 

All the impacts, which could potentially be associated with the policy options analysed in 
this  Impact  Assessment  were  identified.  This  was  done  on  the  basis  of  the  “impacts 
checklist” set out in the ‘Better Regulation Guidelines’ (Tool #18), taking into account the 
evidence gathered in the supporting study, during consultation activities with stakeholders 
and on expert assessment.  

The  positive  and  negative,  direct  and  indirect,  intended  and  unintended,  and  short-  and 
long-term impacts were considered. Table 1 shows potential relevant impacts, which were 
kept to further analyse their relevance for the planned initiative. 

Table 1. 

‘Long list’ of impacts 

Impact type 

Economic 
Impacts 

Long list of impacts drawing on 
Commission IA guidelines 
Conduct of business 
Position of SMEs 
Sectoral competitiveness, trade, 
and investment flows 

Potential relevant impacts 
considered 
Conduct of business 
Position of SMEs 
Sectoral  competitiveness, 
and investment flows 

trade, 

Social Impacts 

Environmental 
impacts 

Economic and 
Social impacts 

Administrative burdens on 
business 
Functioning of the internal market 
and competition 
Public authorities (and budgets) 

Working conditions, job standards 
and quality 
Public health & safety and health 
systems 
Culture 
Governance, participation, and 
good administration  

Climate 
Quality of natural resources 
(water, soil, air etc.) 
Biodiversity, including flora, 
fauna, ecosystems, and landscapes 
Animal welfare 
Employment 
Income distribution, social 
protection, and social inclusion (of 
particular groups) 
Technological development / 

73 

on 

burdens 

Administrative 
business 
Functioning  of  the  internal  market 
and competition 
Public authorities (and budgets) 

Governance,  participation, 
good administration  

and 

 Environmental impacts 

Technological development / 

 
 
 
 
 
 
 
 
 
 
 
 
Economic and 
Environmental 
impacts 

Overarching 
Impacts 

digital economy 
Consumers and households 
Capital movements; financial 
markets; stability of the euro 
Property rights; intellectual 
property rights 

Sustainable consumption and 
production 
Efficient use of resources 
(renewable & non-renewable) 
Land use 
The likelihood or scale of 
environmental risks 

Territorial impacts (specific (types 
of) regions and sectors) 
Innovation (productivity and 
resource efficiency); research 
(academic and industrial) 
Fraud, crime, terrorism, and 
security, including hybrid threats 
Resilience, technological 
sovereignty, open strategic 
autonomy, security of supply 
Transport and the use of energy 
Food safety, food security and 
nutrition 
Waste production, generation, and 
recycling 
Third countries, developing 
countries, and international 
relations 
Sustainable development 
Fundamental rights 

digital economy 

Fraud, crime, terrorism, and 
security, including hybrid threats 

Fundamental rights 

1.2.  SCREENING OF IMPACTS 

The following issues were taken into account when analysing the significance of impacts, 
which can be associated with the policy options in this IA, for different stakeholders: 

  Their expected magnitude  – taking into account  the likely scale of impacts (i.e., 
the extent of expected costs and benefits), the number of companies affected, and 
the extent of change expected; 

  Their likelihood – taking into account how likely it is for the positive and negative 

impacts to occur, and prioritising those for which there is robust evidence; 

  Their relevance to stakeholders – taking into account views provided by relevant 

stakeholder groups during consultation activities; and 

74 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Their  link  to  Commission  objectives,  i.e.,  the  extent  to  which  each  impact  is 
aligned  with  the  objectives  of  the  initiative  (to  include  all  impacts  that  directly 
link to the objectives). 

The  assessment  takes  into  account  the  views  of  stakeholders  gathered  through  extensive 
consultation  activities (public consultation,  SME panel,  surveys  for the supporting study, 
targeted  consultations  with  Member  State  company  law  experts,  business  associations, 
legal  practitioners),  academic  papers  by  company  law  professors  as  well  as  evidence 
collected through desk research.  

Some of the screened impacts are strongly interlinked and therefore, are covered jointly as 
it would be impossible to separately assess their impact.  

Table 2 presents the expected magnitude, likelihood and relevance for stakeholders for all 
potentially relevant impacts, with additional explanation and marks which of those impacts 
were retained for detailed analysis. 

75 

 
 
Upgrading digital company law  

Table 2.  Significance of impacts for all the policy options under consideration 

Key:  ‘●’ low; ‘●●’ moderate; ‘●●●’ high 

Impact type 

Expected 
magnitude 

Likelihood 

Relevance 
for 
stakeholder
s 

Link with 
the 
objectives 
() 

Economic impacts 

Comment 

Retained 
() 

Conduct of 
businesses 

(hereafter: the ease of 
doing business and 
access to the market) 

●● 

●●● 

●●● 

 

The  ease  of  doing  business  refers  to  how  easy  or 
difficult  it  is  to  start  or  operate  a  business  in  a 
cross-border setting, e.g. by setting up a subsidiary 
or a branch in another Member State, or carry out 
commercial activities in another Member State. In 
the EU context it is tightly related to the access to 
the  market  and  the  (lack  of)  administrative  or 
financial  barriers  that  could  hamper  cross-border 
business activities. Under this impact category, the 
conduct  of  businesses,  position  of  the  SME  and 
the 
trade,  and 
competitiveness, 
investment  flows  will  be  jointly  covered  and 
analysed  given  that  they  are  strongly  interlinked 
and  assessing  their  separate  impact  would  be 
impossible. 

sectoral 

The  conduct  of  businesses  discusses  whether  the 
regulation  is  likely  to  impose  additional  costs  for 
the  businesses  that  might  impact  the  creation  or 
closing  down  of  businesses,  as  well  as  the  access 
to  finance.  It  is  expected  that  this  initiative  will 
create  cost  savings  for  companies  as  access  to 

 

76 

 
 
 
 
 
 
 
Upgrading digital company law  

Impact type 

Expected 
magnitude 

Likelihood 

Relevance 
for 
stakeholder
s 

Link with 
the 
objectives 
() 

Comment 

Retained 
() 

more  reliable  company  data  will  be  more  widely 
available,  which  in  turn  will  potentially  facilitate 
access to finance and the creation of businesses. In 
addition, the facilitation of the cross-border use of 
such data, when setting up subsidiaries or branches 
cross-border  or  in  other  cross-border  situations, 
including  administrative  or  court  procedures,  will 
also  result  in  cost  savings.  These  cost  savings  are 
captured under the administrative burden below. 

As  the  SMEs  account  for  around  98-99%  of 
limited  liability  companies152  in  the  EU,  the  new 
initiative will have an impact  on their position, in 
particular  of  those  SMEs  that  engage  (or  plan  to 
engage)  in  cross-border  activities  and  operations. 
The planned initiative, same as the already existing 
EU  company  law  acquis,  does  not  make  a 
distinction  between  SMEs  and  larger  companies. 
All companies, including SMEs, will fall under its 
scope  of  application  and  will  be  covered  by  its 
few  additional 
provisions, 
disclosure  requirements.  However, 
the  easier 
access  to  company  data  and  the  removal  of 

including  e.g.  a 

152 The study 'Assessment and quantification of drivers, problems and impacts related to cross-border transfers of registered offices and cross-border divisions of companies' 
EY 2017 

77 

 
                                                 
Upgrading digital company law  

Impact type 

Expected 
magnitude 

Likelihood 

Relevance 
for 
stakeholder
s 

Link with 
the 
objectives 
() 

Comment 

Retained 
() 

administrative (and financial) barriers for its cross-
border use will be in particular beneficial to SMEs 
financial  and 
as 
administrative resources of large companies. 

they  do  not  have 

the 

Sectoral competitiveness, trade, and investment 
flows  refers  to  impact  on  the  cross-border  trade 
and  services  and  on  the  investment  flows  cross 
border  given  that  the  trust  in  the  market  can  be 
increased  as  well  as  cross  border  company 
formation  can  be  stimulated.  The  initiative  will 
allow businesses to benefit from the Single Market 
as  it  will  be  easier  to  use  company  data  when 
setting  up  cross-border  subsidiaries  and  branches 
and in other cross-border operations and activities. 

Again,  the  conduct  of  businesses,  the  position  of 
the  SME  and  the  investment  flows  and  trade 
cannot  be  assessed  separately  in  this  context. 
Therefore, 
jointly 
examined  in  an  impact  called  ‘ease  of  doing 
business and access to the market’.  

three  categories  are 

the 

Conduct of business  
Position of SMEs 

●● 

●● 

●●● 

●● 

●●● 

●●● 

 

 

See above 

See above 

78 

 
 
 
Upgrading digital company law  

Impact type 

Expected 
magnitude 

Likelihood 

Relevance 
for 
stakeholder
s 

Link with 
the 
objectives 
() 

Comment 

Retained 
() 

Sectoral 
competitiveness,  trade, 
and investment flows 

● 

●● 

●● 

 

See above 

●●● 

●● 

●● 

 

Trust and transparency 
in the market  

Administrative 
burdens on business 

●● 

●● 

●●● 

 

The initiative will impact the trust that companies 
have in the market and in potential business 
partners in other Member States as it will be easier 
for them to find this information. At the same time, 
public authorities, legal practitioners, consumers, 
creditors, and other stakeholders, including society 
at large, will have more trust in the market thanks 
to the increased availability of more reliable 
company data. Furthermore, the ex-ante controls 
will improve the trust in the quality of the 
company data even further.   

The initiative will impact the administrative 
burdens of businesses in multiple ways. First, it 
will create some information obligations for 
companies (e.g. regarding belonging to a group, 
place of management) Secondly, it will – through 
the application of the only-once principle - reduce 
administrative burden on companies when they set 

 

 

79 

 
 
 
 
 
 
Upgrading digital company law  

Impact type 

Expected 
magnitude 

Likelihood 

Relevance 
for 
stakeholder
s 

Link with 
the 
objectives 
() 

Comment 

Retained 
() 

Enforcement 
businesses   

costs 

related 

to 
Savings 
operational  costs  for 
business  registers  and 
public 
for 
authorities  

other 

up subsidiaries of branches cross-border, and will 
also reduce burdens when companies use company 
data in cross-border situations (e.g. in 
administrative or court procedures) by introducing 
a common company extract and reducing 
formalities.  

This initiative will ensure that the company 
information in all business registers is accurate, 
adequate and up-to-date which means that 
companies will need to comply e.g. with deadlines 
for filing. Companies will only face enforcement 
costs in case of non-compliance with rules. 
However, it is impossible to predict whether the 
non-compliance will increase or go down as a 
result of the policy options. Given that the overall 
assessment is that the change in enforcement 
would be limited (in both positive or negative 
terms), the expert assessment is that this impact 
should not be retained as such. 

Due to the improvement of quality and reliability 
of company data, the sharing of information 
between business registers and searching for 
information about companies in other Member 
States will become more efficient after the 
adjustment period. This will result in operational 
cost savings for business registers.  

 

80 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Upgrading digital company law  

Impact type 

Expected 
magnitude 

Likelihood 

Relevance 
for 
stakeholder
s 

Link with 
the 
objectives 
() 

● 

●● 

●● 

   

●● 

●● 

●●● 

 

Adjustment 
costs: 
business  registers  and 
other public authorities 

Enforcement  costs  for 
business registers  

● 

● 

● 

 

81 

Comment 

Retained 
() 

The improvement of quality and reliability of 
company data should also result in some 
operational cost savings for public authorities, e.g. 
tax, labour authorities, or courts which need data 
about companies for tasks related to administrative 
and judicial procedures but also to more easily 
identify companies (including taking more 
effective action against fraudulent or abusive 
ones). 

The initiative will create additional costs for 
business registers: the additional disclosure 
requirements and the application of once-only 
principle will require some IT developments, rules 
on ex-ante scrutiny could require some additional 
staff in the Member States (labour costs) and there 
could be some lost revenue from company 
extracts.  

As regards other public authorities, and in 
particular those in charge of issuing apostille, there 
could be some lost revenue given that this 
initiative will abolish formalities such as apostille. 

The initiative will ensure that the company in the 
business registers will be more reliable in order to 
create trust between Member States. In some 
Member States, business registers may face extra 

     

 

 
Upgrading digital company law  

Impact type 

Expected 
magnitude 

Likelihood 

Relevance 
for 
stakeholder
s 

Link with 
the 
objectives 
() 

Comment 

Retained 
() 

Social Impacts 

● 

● 

● 

Governance, 
participation, and good 
administration  

● 

● 

● 

Environmental  
Impacts 

enforcement costs of additional measures. This is 
only relevant for policy options 3 and not 
applicable to other options.  

The initiative implements eGoverment principles 
as it aims to provide digital tools for business 
registers and other authorities. In some Member 
States, the responsibilities of business registers 
will be affected (ex-ante control). The public will 
have enhanced access to more transparent and 
more reliable company information. The initiative 
is linked to the application of the once only 
principle (good administration). 

The benefits of the good administration are 
included in the reduction of administrative burden, 
the ease of doing business and the transparency 
and trust in the market. Therefore, to avoid overlap 
(and to avoid double counting benefits) this impact 
is not assessed separately. 

The initiative could have some positive 
environmental impacts due to increased possibility 
to use digital procedures and tools between 
business registers and companies, and also 
between business registers in different Member 
States through BRIS, and an increased application 

82 

 
 
 
 
 
 
 
 
 
 
 
 
 
Upgrading digital company law  

Impact type 

Expected 
magnitude 

Likelihood 

Relevance 
for 
stakeholder
s 

Link with 
the 
objectives 
() 

Economic and social 
impacts 

Employment 

● 

● 

●● 

● 

●● 

● 

Consumers and 
households 

83 

Comment 

Retained 
() 

of the once-only principle. This would mean e.g. 
reducing the use of paper. However, the expected 
magnitude would be small and the likelihood is 
uncertain. Therefore, this impact is not retained.    

Due to a reduction of administrative burden and 
the reduction of hassle (increasing the ease of 
doing business) this initiative could impact cross-
border investments, trade and services, and 
subsequently indirectly impact employment (due 
to increased investment) as well. However, the size 
and magnitude of these impacts would be difficult 
to assess. Therefore, the impact that is retained in 
‘ease of doing business and access to the market’ 
is the investment across borders.  

Downstream it will also be the case that consumers 
will have better access to company information 
and thus will be in a position to make better 
informed decision and reduce potential consumer 
detriment. However, this is not the retained as a 
specific impact but it is included in the increased 
trust in the market. Consumers have more and 
more reliable information about companies which 
helps them take informed decision when buying or 

 
 
 
 
 
 
 
 
 
 
 
 
 
Upgrading digital company law  

Impact type 

Expected 
magnitude 

Likelihood 

Relevance 
for 
stakeholder
s 

Link with 
the 
objectives 
() 

Comment 

Retained 
() 

●● 

●● 

●●● 

 

● 

●● 

●● 

   

Digital economy 

Overarching 
impacts 

Fight against fraud 
and abuse  

Fundamental rights 

contracting with companies from other Member 
States.    

This initiative focusses on simplifying 
(digitalising) procedures for cross border business 
activities (i.e. setting up branches, subsidiaries and 
other cross-border operations/activities). This 
initiative also generates opportunities for other 
administrations and/or courts to directly use the 
company data in cross-border situations. It will 
include the application of the once only principle 
in cross-border situations. This initiative also 
focusses on the reduction of burden and costs for 
businesses through the use of digital technology 
and the application of the once only principle.  

Increased availability and access to cross-border 
company data together with more reliable 
company data (as a result of an improved ex-ante 
quality control) will facilitate the work of 
authorities and lead to better results when 
fighting abuse and fraud.  
The initiative will facilitate the implementation of 
the  rights  of  establishment  in  any  MS,  as 
prescribed by Article 15(2) of the Charter. There 

 

 

84 

 
 
 
 
 
 
 
 
 
 
 
 
 
Upgrading digital company law  

Impact type 

Expected 
magnitude 

Likelihood 

Relevance 
for 
stakeholder
s 

Link with 
the 
objectives 
() 

Comment 

Retained 
() 

in  particular  concerning 

should  be  positive 
impact  on  companies 
benefiting  from  the  opportunities  offered  by  the 
the 
Single  Market, 
freedom to conduct business set out in Article 16 
of the Charter. The key obstacles to cross-border 
operation should be removed (at least for SMEs). 
However,  these  impacts  are  assessed  under  the 
Functioning  Internal  Market  and  in  particular 
under  Transparency  and  trust  in  the  market  and 
ease of doing business  and access  to  the market. 
In  addition,  the  retained  measures  (proposed 
solutions)  need  to  respect  the  protection  of 
personal data in line with Article 8 of the Charter. 
However, this initiative does not  have  an impact 
on  fundamental  rights  as  such.  Therefore,  this 
impact is not retained. 

●● 

●●● 

●●● 

 

Functioning of the 
internal market  

The free movement of goods, services, capital, 
will be easier as businesses can extend their 
operations cross-border with less administrative 
burden. Easier cross-border setting up and 
activities for companies can lead to more 
employment.  

 

85 

 
Table 3.  Selected significant impacts 

Main category of impacts 

Trust and transparency in the market, 
for all stakeholders but in particular for 
companies (benefit) 

Ease of doing business and access to 
the market (including competitiveness, 
trade) (benefit) 

Reduction and increase in 
administrative burdens on companies 
(cost and benefit) 

Stakeholders 

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86 

 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.  ASSESSING THE POLICY OPTIONS 

This section includes an assessment of every policy options in comparison to Policy Option 0 
(the  baseline).  Each  policy  option  is  evaluated  on  its  effectiveness  (section  1),  efficiency 
(section 2) and coherence (section 3).  

2.1.  METHODOLOGICAL APPROACH  

2.1.1 General methodological approach 

The  assessment  of  the  policy  options  is  based  on  a  mixed  methods  approach  in  which  the 
effectiveness, efficiency and coherence of the policy options are graded on a scoring system 
that  comprises  qualitative,  quantitative  and  monetary  data.  The  data  employed  for  this 
analysis  stems  from  various  sources  (public  consultation,  literature,  previous  impact 
assessments  on  related  topics,  workshops  with  stakeholders  from  business  registers  and 
private sector as well as the expert opinion of the team drafting the impact assessment).  

It is clear from Table 3 that the various impacts of the policy options cover both tangible (e.g. 
administrative burden, adjustment costs) and intangible impacts (e.g. trust in the market); the 
latter require a different  methodological approach for the assessment. The tangible costs are 
monetised either by employing the Standard Cost Model (Toolbox #60) or by cost comparison 
of the baseline (e.g. IT costs). Furthermore, many impacts are also scored by the views from 
stakeholders or by expert opinion on their magnitude of impact (see scoring system below) to 
have  a  comparative  qualitative  analysis  as  well.  It  was  decided  that  for  the  purpose  of  this 
impact assessment it would not be relevant to monetise the intangible impacts through stated 
preference experiments (due to limited rationale, difficulty of choosing a payment vehicle and 
increased  difficulty  for  the  stakeholders)  or  through  revealed  preference  (due  to  a  lack  of  a 
comparable  market  of  public  information),  but  that  it  was  more  appropriate  to  apply  a 
qualitative  approach  based  on  a  straightforward  scoring  system.  Furthermore,  the  policy 
options are defined by a few dominant impacts all of which are monetised and which show a 
clear  trade-off  (between  administrative  burdens  for  companies  and  adjustment  costs  for 
business  registers/public  authorities).  All  the  other  impacts,  which  are  of  second  order  in 
magnitude  compared  to  the  large  trade-off,  are  assessed  qualitatively  (based  on  both 
quantitative and qualitative information from various sources).  

Some of the costs relate to direct impacts, which magnitude can be assessed relatively  easy, 
whereas  other  costs  are  (more)  indirect  and  less  likely  to  occur  (see  Table  2).  More 
specifically,  some  of  the  impacts  are  dependent  on  the  specific  implementation  of  the 
initiative by Member States. For the assessment of the differences between the Member States 
we  have  used  the  existing  evidence  and  cost  information  from  business  registers  in  the 
baseline  to  make  assumptions  about  the  cost  information  in  the  policy  options.  Often,  this 
information  is  based  on  a  large  group  of  business  registers  (e.g.  the  qualitative  cost 
information is based on 20 Member States) but not all (due to not having received response 
from  all  Member  States).  Therefore,  extrapolations  were  made  for  the  missing  business 
registers, and the assessment was always conservative to make sure that the benefits were not 
overestimated  and  the  costs  were  not  underestimated.  Again,  the  approach  was  followed  to 
make sure that the net impact of the policy options was rather a lower end estimate than an 
overestimation.  

The  scoring  system  applied  in  this  Impact  Assessment  is  straightforward  and  easy  to 
comprehend.  

87 

 
 
2.1.2. Scoring approach 

As outlined above, the combination of quantitative, monetary and qualitative assessment was 
adopted  in  this  study.  Some  of  the  more  intangible  impacts  were  scored  by  the  available 
evidence gathered from stakeholders, literature, previous impact assessment and/or the expert 
assessment of the unit drafting the Impact Assessment. For reasons of clarity, all the available 
evidence  is  translated  into  a  straightforward  scoring  system  to  have  comparable  scores 
between policy options as well as between various impacts.  

The scores range from 0 to 5 for all three pillars of the evaluation (effectiveness, efficiency 
and coherence).  

Effectiveness: 

The scoring system assessed to what extent the objective (or a specific part of the objective) is 
realised by the policy option at hand. 

5 means the objective is realised to a very large extent;  

4 means the objective is realised to a large extent; 

3 means the objective is realised to a moderate extent;  

2 means the objective is realised to a rather limited extent;  

1 means the objective is realised to a limited extent;  

0: this option does not help the realization of this objective compared to the baseline. 

Efficiency:  

The scoring system is similar for costs and benefits, meaning that for costs it is an increase 
compared to the baseline and for benefits it is an increase compared to the baseline as well.  

5: means there is a very large increase in costs/benefits 

4: means there is a large increase in costs/benefits 

3: means there is a moderate increase in costs/benefits 

2: means there is rather limited increase in costs/benefits 

1: means there is limited increase in costs/benefits 

0: this means that the impact does not change compared to the baseline.  

Note  1:  For  the  impacts  for  which  there  is  monetized  information,  these  impacts  are  also 
translated into scores to assess the overall efficiency. 

Note 2: the scores should be interpreted compared to the baseline. The scores should at this 
stage  not  be  assessed  compared  over  various  impacts.  For  instance,  a  score  of  3  on 
administrative burden could reflect a larger impact than a score of 3 for adjustment costs. This 

88 

 
 
relative  comparison  will  be  tackled  in  the  Multi-criteria  analysis  (MCA)  (see  below  under 
section 2.5).  

Coherence: 

The scoring system assessed to what extent the policy option at hand improves internal and 
external coherence. 

5 means the coherence is improved to a very large extent;  

4 means the coherence is improved to a large extent; 

3 means the coherence is improved to a moderate extent;  

2 means the coherence is improved to a rather limited extent;  

1 means the coherence is improved to a limited extent;  

0: this option does not help the coherence compared to the baseline. 

2.2.   EFFECTIVENESS OF THE POLICY OPTIONS 

In this section, the options are analysed in order to assess to what extent they will reach the 
policy objectives of the initiative.  

Table 1: Effectiveness of policy options 1 to make more company information available 
in business registers and/or BRIS  

  Policy option 1a - Make information about partnerships and third country company 

branches available in BRIS 

  Policy option 1b - Option 1a + make information about group structures and 

ownership available in national registers and BRIS 

  Policy option 1c - Option 1b + make information about place of management and 
place of the main economic activity available in national registers and BRIS 

PO1a  PO1b  PO1c  Motivation 

2 

3 

5 

Specific  objective  1:  
Increasing  the  amount 
the 
improving 
and 
reliability  of  company 
data 
in 
available 
business  registers  and 
accessible  cross-border 
through BRIS 

The  consultation  activities  (public  consultation, 
targeted  consultation  of  SMEs and survey  for the 
supporting  study)  showed  strong  support  for 
making  more  company  data  available  cross-
for  all 
border,  with  majorities 
favour 
transparency  measures153.  Additional 
targeted 
consultations  with  stakeholders  and  experts  also 
confirmed 
stakeholder  groups 
highlighted  specific  types  of  data:  for  instance, 

this.  Some 

in 

153 See annex 2 with synopsis for details of stakeholder views.  

89 

 
 
 
 
 
                                                 
company 

legal  practitioners, 

SMEs  expressed  highest  support  for  having 
comparable  information  about  additional  legal 
entities; 
law 
professors  and  tax  public  authorities  stressed  the 
importance of information on groups.  
While all the options would contribute to  address 
the  needs  of  the  stakeholders  by  making  more 
company  data  available  and  thus  be  effective  in 
meeting 
the  objective,  PO1c  will  be  most 
effective.  PO1c  will  provide  most  company 
information  available  in  business  registers  and 
cross-border  through  BRIS  in  terms  of  types  of 
data  but  also  numbers  of  companies  covered. 
While option 1a will cover 2 million partnerships, 
and  1b  also  135  450  cross-border  groups,  option 
1c will make available information about place of 
management  and  economic  activity  of  all  16 
million limited liability companies. 

1  

2 

3 

Specific  Objective  2: 
Enabling  direct  use  of 
company data available 
in  business 
registers 
when  setting  up  cross-
border 
branches/subsidiaries 
and 
in  other  cross-
border  activities  and 
situations 

However,  none  of  these  options  will  ensure  that 
the company data would be more reliable as they 
will  focus  on  data  availability  without  having 
impact  on its accuracy  and correctness (including 
being up-to-date). 
The  objective  of  enabling  direct  use  of  company 
data  in  cross-border  situations  will  be  achieved 
primarily by measures described below. However, 
measures  under  policy  options  1  will  also 
contribute  to  this  objective  as  company  data  can 
only  be  used  cross-border  if  it  is  available  in 
business registers and cross-border through BRIS. 
This  means  that  the  more  company  data  is  made 
accessible in business registers and through BRIS, 
the  more  direct  use  can  be  made  of  it  in  cross-
border  situations.  Therefore,  PO1c  is  the  most 
effective measure  to  meet  the sought  objective  as 
it  would  make  the  most  company  information 
available  via  BRIS.  However,  the  scores  are 
relatively  low  given  that  the  availability  of 
information  is  only  the  pre-requisite  for  this 
objective, but cannot meet it alone.  

Table 2: Effectiveness of policy options 2 to  interconnect BRIS with other systems and 
enable better searches  

  Policy option 2a – Interconnection of BRIS with beneficial ownership registers 

interconnection system (BORIS), use of EUID (European unique company identifier), 
new search functionalities in BRIS 

90 

 
 
 
 
 
  Policy option 2b - Option 2a + Interconnection with Insolvency Registers 

interconnection system (IRI) 

PO2a 

PO2b  Motivation 

3 

4 

Specific  objective  1: 
Increasing  the  amount 
the 
improving 
and 
reliability  of  company 
data 
in 
available 
business  registers  and 
accessible  cross-border 
through BRIS 

2 

2 

Specific  Objective  2: 
Enabling  direct  use  of 
company  data  available 
in  business 
registers 
when  setting  up  cross-
border 
branches/subsidiaries 
and 
in  other  cross-
border  activities  and 
situations 

Interconnection  of  BRIS  with  other  EU 
level 
interconnection  systems  and  the  use  of  EUID  to  link  the 
information  available  about  a  particular  company  across 
those systems  would make it possible to search for more 
company  data  in  one  place.  Across  all  consultation 
activities,  the  majority  of  respondents  were  in  favour  of 
interconnection  of 
interconnecting  BRIS  with 
the 
beneficial  ownerships 
insolvency 
(BORIS)  and  of 
registers 
(IRI).  Member  State  experts  have  also 
considered  such  interconnection  beneficial.  Additional 
search functionalities in BRIS – supported by majority of 
respondents  to  the  public  consultation  and  SME  panel  - 
would also contribute to this objective by making it easier 
to  find  company  data  in  BRIS  based  on  more  search 
criteria  (e.g.  also  by  legal  form).  PO2b  is  the  most 
effective measure as it will connect BRIS with two more 
interconnection  systems  and  therefore  facilitate  access  to 
more company data. 

identifier  will  also  contribute 

This  objective  will  be  achieved  primarily  by  measures 
described  below.  However,  the  use  of  the  EUID  as  a 
unique  company 
to 
facilitating 
the  cross-border  use  of  company  data, 
including  by  business  registers,  public  authorities  or 
courts,  as  it  helps  to  unequivocally  identify  companies 
and e.g. their cross-border branches, companies which are 
part of cross-border mergers, divisions or  conversions154. 
This information is valuable to all stakeholders including 
creditors  and  shareholders.  Making  it  possible  to  search 
for  more  company  data 
through 
interconnecting  BRIS  with  other  systems  can  also 
facilitate the cross-border use of company data. However, 
the scores are relatively low given that the availability of 
information is only the pre-requisite for this objective, but 
cannot meet it alone. 

in  one  place 

Table 3: Effectiveness of policy options 3 to ensure an adequate verification of company 
data before it is entered into the business register 

  Policy Option 3a - obligation to check a harmonised list of elements  

154  See  description  of  EPREL  system  in  section  2.2  of  the  Impact  Assessment  as  an 
example. 

91 

 
 
 
 
 
 
                                                 
  Policy Option 3b – Option 3a + common basic procedural requirements for ensuring 

reliable and up-to-date data 

PO3a  PO3b  Motivation 

3 

4 

Specific  objective  1:  
Increasing  the  amount 
the 
improving 
and 
reliability  of  company 
data 
in 
available 
business  registers  and 
accessible  cross-border 
through BRIS 

the  consultation  activities,  many 

In 
stakeholders 
confirmed that introducing common rules for verification 
of  company  data  before  it  is  entered  into  business 
registers would increase its reliability. For instance, 43% 
of respondents to the public consultation considered such 
common  rules  as  the  2nd  most  important  means  to 
facilitate  the  cross-border  use  of  company  data.  The 
assessment  by  company  law  professors  also  confirmed 
that harmonising the requirements for ex-ante verification 
is  the  appropriate  measure  to  increase  reliability  of 
company data155. The importance of adequate checks for 
ensuring  the  reliability  of  company  data  in  business 
registers was in general underlined by legal professionals, 
in  particular  notaries.  PO3a  will  already  contribute  to 
increasing the reliability of company data cross-border by 
ensuring  that  same  elements  are  checked  in  all  Member 
States  but  PO3b  will  be  more  effective  by  also 
introducing  some  additional  procedural  standards  to 
ensure 
filing 
deadlines).  

including  common 

reliability 

(e.g. 

2 

4 

Specific  Objective  2: 
Enabling  direct  use  of 
company  data  available 
in  business 
registers 
when  setting  up  cross-
border 
branches/subsidiaries 
and 
in  other  cross-
border  activities  and 
situations 

By increasing the reliability of company data on a cross-
border  basis,  the  proposed  measures  will  address  the 
current  insufficient  trust  in  company  data  between 
business registers, public authorities or courts in different 
Member  States,  and  therefore  contribute  to  facilitating 
direct  use  of  such  company  data  (i.e.  without  additional 
formalities).  Discussions  with  experts  confirmed  that  a 
harmonised  standard  of  verification  would  build  trust  in 
company  data  from  other  Member  States.  PO3b  will  be 
more  effective  as  it  will  provide  more  harmonised  rules 
relevant  for  reliability  of  company  data  and  therefore  is 
likely  to  result  in  more  trust  in  company  data  between 
Member State registers and authorities cross-border.   

155 Commission expert group consisting of company law professors (ICLEG) proposed to consider rules for verification and 
checking of company data at EU level to further improve the reliability of registers in their paper on the cross-border use of 
company data.  

92 

 
 
 
 
 
 
 
                                                 
Table  4:  Effectiveness  of  policy  options  to  enable  direct  use  of  company  data  from 
business registers in cross-border situations 

  Policy Option 4a - Requirement to apply once-only principle (no resubmission of 

company information) when a company from a Member State sets up subsidiaries or 
branches in other Member States 

  Policy Option 4b – Option 4a + harmonised company extract containing a common set 

of company data and  mutual recognition  principle for certain company data 

  Policy Option 4c - Option 4b + abolition of formalities e.g. apostille  

PO4a  PO4b  PO4c  Motivation 

1 

2 

2 

Specific  objective  1:  
Increasing  the  amount 
and 
the 
improving 
reliability  of  company 
in 
available 
data 
business  registers  and 
accessible  cross-border 
through BRIS 

3 

4 

5 

Specific  Objective  2: 
Enabling  direct  use  of 
company  data  available 
in  business 
registers 
when  setting  up  cross-
border 
branches/subsidiaries 
and 
in  other  cross-
border  activities  and 
situations 

This  objective  of  having  more  and  more  reliable 
company  data  will  be  achieved  primarily  by 
measures  described  above.  However,  measures 
under policy options 4 can indirectly contribute to 
this  objective  as  well.  For  instance,  introducing  a 
common  company  extract  with  a  common  set  of 
company  data,  translated  into  all  EU  languages 
under PO4b will mean that every company has the 
same data in the common extract, and that the data 
is 
thus  comparable  and  multilingual,  which 
contributes  to  the  transparency  and  creates  more 
trust  about  companies.  Still,  the  scores  are  low 
given  that  these  measures  will  only  to  an  extent 
indirectly impact the objective. 

There was clear feedback from stakeholders in the 
consultation  activities  (public  consultation,  SME 
panel)  that  not  having  to  resubmit  the  company 
information  already  available  in  their  business 
register  would  help  in  setting  up  subsidiaries  and 
branches  cross-border  or 
in  contacts  with 
authorities/courts 
in  other  Member  States. 
Similarly, stakeholders stated that being able to use 
a  common  company  extract  and  having  less 
formalities  (e.g.  no  apostille)  would  facilitate  the 
use of company data when dealing with competent 
authorities  or  in  court  proceedings  in  another 
Member State. Targeted consultations, in particular 
with 
that 
legal  professionals,  also  confirmed 
introducing  a  common  company  extract  would  be 
very  helpful  to  enable  direct  use  of  company  data 
and  that  formalities,  including  apostille,  cause 
considerable costs and delays.  

significant 
already  provide 
PO4a  will 
improvement by resulting in fully direct use of data 
about  parent  companies  -  without  the  need  for 

a 

93 

 
 
 
 
 
 
companies  to  resubmit  information  and  without 
formalities - between business registers in different 
Member  States  when  setting  up  cross-border 
subsidiaries and branches. However, options PO4b 
and c will be more effective as they will in addition 
address  obstacles  in  other  cross-border  situations, 
e.g.  in  administrative  or  courts  procedures.  PO4c 
will  be  most  effective  as  it  will,  in  addition  to 
introducing  a  common  company  extract  under 
PO4b  also  remove  formalities  (e.g.  apostille  on 
company data such as extracts).  

2.3.  EFFICIENCY OF THE POLICY OPTIONS 

This section analyses the efficiency of the various policy options based on the mapping of the 
impacts. The text below details the approach followed for each of the impacts separately and 
tables below shows the overview of the scoring for the efficiency criterion. 

2.3.1 Methodology of the efficiency scoring  

For the efficiency scoring, the standard cost model (see Toolbox #60) is mainly used as well 
as for example for  IT development cost estimations are used for IT costs. Please see above. 
For  more  information,  see  section  2.1.1.  This  section  details  the  assumptions  and  cost 
calculation in detail.  

Table in Annex 6 includes the number of limited liability companies and partnerships in the 
EU as well as number of new cross-border subsidiaries and branches. 

Policy options 1 

Policy option 1a:  
Make information about partnerships and third country company branches available in 
BRIS 

No  costs  have  been  calculated  for  businesses  for  this  option  as  the  information  to  be  made 
available  through  BRIS  (partnerships  and  branches  of  third  country  companies)  is  already 
available  in  the  national  business  registers  as  they  have  already  been  disclosed  by  entities 
concerned. Thus, there is no additional filing fees foreseen for businesses; there will be only 
development costs for business registers to make this information available through BRIS. IT 
development  costs for business registers  are  estimated 100.000 EUR per Member State, 2.7 
million  EUR  in  total.  This  figure  is  based  on  Member  States  costs  to  do  the  necessary 
developments  for connection to  BRIS so far (the same amount is  calculated for each policy 
option). 

Policy options 1b + 1c:  
Option  1a  +  make  information  about  group  structures  and  ownership  (1b)  +  place  of 
management and place of main economic activity (1c) available in national registers and 
BRIS 

94 

 
 
 
There  are  approximately  135.450  groups  of  companies  in  the  EU156.  The  proportion  of 
Member  States  that  record  information  related  to  groups  of  companies  in  their  business 
registers is, depending on the type of information, is between 19 and 24% (supporting study). 
An average of 21,5% has been calculated as the share of Member States where information on 
groups is already available in the national business registers. This option also includes single 
member  limited  liability  companies  in  the  EU.  Current  EU  law157  requires  that  information 
about  the  single  member  of  the  single-member  limited  liability  companies  are  disclosed 
mainly in the business register which is the case at least in 21 Member States (support study). 
Single-member companies are limited liability companies  and  also used  in group structures. 
Therefore there is no filing cost for such information 

According to the supporting study, 37% of the companies are located in  a Member State of 
which the business register already collects the information on place of management and 46% 
of  companies  are  located  in  a  Member  State  of  which  the  business  register  has  already 
information  on  main  economic  activity.  Thus,  it  is  calculated  that  remaining  63  of  the 
companies  will  need  to  file  the  information  on  place  of  management  and  54%  of  the 
companies will need to file information on place of economic activity. The number of groups 
is  subtracted from  the total  number of limited liability companies to  avoid  double counting. 
The single member companies are limited liability companies, and thus included in the total 
number of limited liability companies. 

Costs  for  options  1b  and  1c:  Companies  are  obliged  to  have  information  about  their 
shareholders in business registers or in a register at the company’s place158 and to know the 
group structure under EU law obligations159. Therefore, companies normally have information 
on subsidiaries, parent companies and shareholders. As to the place of management and place 
of main economic activity, this is clearly information which companies also have. This means 
that there is no cost for companies to collect such information. Therefore, the calculations are 
based on filing costs in the business registers which are divergent in Member States. While in 
several  Member  States  filing  is  free  of  charge  for  the  companies,  in  many  Member  States 
filing is based on a flat rate (i.e. without consideration what information is filed), while in the 
rest of the Member States the actual filing cost depends on what company information is filed. 
In  the  latter  group  of  Member  States,  the  filing  costs  of  similar  information  (e.g.  change  of 
director)  have  been  considered.  Alternatively,  it  could  be  considered  that  business  registers 
cannot charge for this initial filing in order to avoid any administrative burden on companies 
and  also  because  this  does  not  represent  a  loss  of  existing  revenue  for  business  registers. 
However, because there are some adjustment costs for business registers and loss of revenue 
due to other measures which will be included in this initiative, this impact assessment takes a 
conservative approach and assesses potential filing costs for those companies which need to 
do this new filing. The calculation took into account that i) it is not possible to foresee what 
filing costs Member States will require for the additional information and ii) Member States 
should limit the filing costs by setting the rule that initial filing costs for these items should 
not be set separately. Thus, the filing costs for these three items have been set at 20 EUR as a 
one-off cost for companies. Time spent with filing is calculated 5 minutes work for a person 

156 European statistical register on multinational enterprise groups. 
157 Directive 89/ 667/EEC 
158 FATF recommendation 24. 
159 E.g. Directive 2013/34/EU, Directive (EU) 2015/849 as amended by Directive (EU) 2018/843 and proposal 
COM(2021) 420 final. 

95 

 
 
                                                 
in  the  company  who  does  the  filing  (25  EUR/hour160)  given  that  this  is  information  that  is 
normally  readily  available  within  the  company.  This  time  is  calculated  separately  for  each 
item  under  policy  options  1b  and  1c,  thus  three  times  five  minutes  for  all  three  items 
altogether.  

IT development costs for business registers are estimated at 100.000 EUR per Member State, 
2.7 million EUR in total. This figure is based on information received from Member States on 
the  costs  to  do  the  necessary  developments  for  new  versions  of  BRIS,  for  example  for  the 
update due to the Digitalisation Directive. Based on that figure, the combined IT costs for all 
relevant options under this initiative are estimated to be altogether around 5,4 million EUR. 
For the purpose of cost estimations of different options, this amount has been divided equally 
between options 1 and 4, where such IT development costs are involved.  

Policy options 2 

Policy Option 2a: 
-  interconnection  of  BRIS  with  beneficial  owners  registers  interconnection  system 
(BORIS) 

-  use  of  EUID  (European  unique  company  identifier)  to  link  company  information 
stored in different  

- new search functionalities in BRIS 

Development  costs  of  BRIS  by  the  Commission,  including  new  search  functionalities  is 
estimated to be 100.000 EUR, based on the costs of the central system’s development so far. 
The  use  of  EUID  will  not  entail  costs  as  this  already  exists  in  BRIS  based  on  the  national 
business register number of the companies. There will be no costs for companies or separate 
costs for business registers. 

Policy Option 2b: 
Option 2a + Interconnection with Insolvency Registers interconnection system (IRI) 

Development  costs  of  BRIS  by  the  Commission,  including  new  search  functionalities  is 
estimated to be 500.000 EUR, based on the costs of the central system’s development so far. 

Policy options 3 

Policy Option 3a: 
- obligation to check a harmonised list of elements 

Given the differences between the national systems and procedures, the real cost varies from 
Member State to  Member State. While some Member States will have no or very low  cost, 
others  may  face  a  higher  cost.  For  the  purposes  of  the  cost  estimations  an  average  for  all 
Member  States  is  calculated.  Therefore,  2  FTEs  per  Member  State  –  54 FTE  altogether  per 
year – is estimated based on the input from business registers to the survey. The total cost thus 
would be EUR 4,050,000.  

160 Eurostat standard 

96 

 
 
 
 
 
 
 
 
 
 
 
                                                 
Policy Option 3b: 
Policy Option 3a + common basic procedural requirements for ensuring reliable and up-
to-date data 

For  the  same  reason  as  above,  an  average  cost  for  all  Member  States  is  calculated.  The 
procedural  requirements  are  not  estimated  to  increase  the  average  FTEs  need  per  year  as 
explained above.  

Policy options 4 

Policy Option 4a: 
Requirement  to  apply  once-only  principle  (no  resubmission  of  company  information) 
when  a  company  from  a  Member  State  sets  up  subsidiaries  or  branches  in  other 
Member States 

The measures under this option cover the situation when a company sets up a subsidiary or a 
branch  in  another  Member  State  (so  creation  of  a  new  company  or  fixed  establishment  in 
another  Member  State).  The  basis  of  the  calculations  is  that  there  are  approximately  15.6 
million limited liability companies in the EU. According to the available information from the 
supporting  study  (based  on  ORBIS),  there  are  approximately  half  a  million  EU  subsidiaries 
(i.e. companies with a separate legal personality) belonging to ultimate owners located in the 
EU. According to  the supporting study and based on data from  ORBIS,  the number of  new 
incorporations  of  cross-border  EU  subsidiaries  in  2021  was  3.686.  This  represents  around 
0,7%  of  the  existing  subsidiaries,  thus  this  figure  could  well  be  underestimated.  As  regards 
cross-border  branches  of  EU  companies,  there  are  no  recent  figures  available  and  multiple 
attempts were made to gather this data. The estimation is therefore based on the available data 
from  2008.  Although  it  is  highly  likely,  that  there  is  an  increase  in  number  of  new  cross-
border branches per year since 2008, nevertheless 2008 figure related to the creation of new 
cross-border branches is used as a conservative approach. Additionally, given that we cannot 
foresee to what extent the number of branches and subsidiaries would increase as a result of 
the  implementation  of  the  policy  options  in  the  future,  we  have  kept  the  number  of  newly 
started branches and subsidiaries constant  over time. Again,  this  will be  an underestimation 
and the benefits are very likely to be higher.    

When  setting  up  these  cross-border  subsidiaries  and  branches,  companies  need  to  receive  a 
company extract in all cases (8186). The estimated average cost for certified extract is 5 EUR 
(annex 7).  

As  a  conservative  estimation,  in  20%  of  the  cases,  they  also  need  the  instrument  of 
constitution (i.e. in 80% of the cases this is not required, thus no costs attached). Depending 
on the Member States, such documents also need to be translated into the official language of 
the Member States where the subsidiary or the branch is being set up. It is assumed that only 
75% of the instrument of constitution and also of the company extracts is translated because 
some  countries  have  similar  language.  The  average  cost  for  translation  of  extract  and 
instrument of constitution is estimated to be 33,05 EUR per page (see annex 8). It is estimated 
that 3 pages are translated for extract and 15 pages for the instrument of constitution.  

Finally,  the  expert  estimation  (also  taking  into  account  legal  uncertainty  due  to  the  unclear 
rules  and  different  practices  and  as  a  conservative  estimation)  is  that  in  75%  of  the  cases 

97 

 
 
 
 
 
 
 
 
 
(6139)  apostilles  are  needed  for  such  documents.  The  average  cost  of  apostille  is  12  euro 
(annex 8).  

Two  days  of  work  (883,20  minutes,  25  EUR/hour)  are  calculated  for  an  employee  in  the 
company to carry out all the steps under this option (both for subsidiaries and branches as the 
procedure is similar). The cost for lawyer to get the documents is estimated to be 350 EUR. 
To be noted, that the cost estimations do not include the possible involvement and cost of a 
notary.  

It is estimated that the common extract would be available free of charge for companies for 
cross-border use once per year and are to amount to a loss of revenue of EUR 40,000 per year 
for business registers. In addition, the loss of revenue would be 74,000 EUR per year for those 
public authorities in charge of issuing apostille (based on the same assumptions). 

Policy Option 4b: 
Policy Option 4a + harmonised company extract containing a common set of company 
data and  mutual recognition  principle for certain company data 

While  the  option  4a  covered  the  setting  up  a  new  company  (subsidiary)  or  establishment 
(branch)  in  another  Member  State,  this  option  covers  the  need  of  all  companies  to  get  an 
extract in any other context of cross-border activities during their life-time. Under this option 
the process to get a company extract for cross-border used and its cost is assessed.  

The starting point is that there are approximately 15.8 million limited liability companies in 
the  EU.  There  are  different  figures  available  concerning  cross-border  activities  of  SMEs. 
According to the Impact Assessment for the Public Documents Regulation in 2010, more than 
44% of them are involved in some form of international contact. The Impact Assessment for 
BRIS in 2011 estimated that 25% of small and medium-sized enterprises (SMEs) in Europe 
export  and  29%  import  within  the  single  market.  The  SME  Strategy  2020  stated  that  the 
single market accounts for 70% of the value of SME goods exports, and 80% of all exporting 
SMEs sell to other Member States. 

In  addition,  for  comparison,  in  2021,  around  9.0  million  extracts  were  issued  by  business 
registers  in  5  Member  States161  .  Although  these  figures  do  not  make  a  distinction  between 
company extracts issued for domestic and cross-border use, it shows the magnitude of the use 
of the extracts.   

This  Impact  assessment  is  based  on  the  assumption  that  10%  of  the  limited  liability 
companies  (i.e.  1.56  million)  need  one  extract  every  year.  As  explained  above,  this 
assumption  is  rather  conservative  given  the  share  of  companies  engaged  in  cross-border 
activities  and  also  the  number  of  extracts  delivered.  In  addition,  it  is  likely  that  many 
companies need an extract more than once per year.   

In order to assess the costs related to getting the extract. Two basic situations are considered 
to  calculate  the  savings:  1)  when  company  extract    is  requested  today  from  the  business 
register with the help of a lawyer (50% of the cases) or 2) or without the help of a layer, i.e. 
when the company gets it itself from the business register (50% of the cases). If a lawyer is 

161 Information received from Member States.  

98 

 
 
 
 
 
 
 
 
                                                 
involved, then the cost of the lawyer’s work is 150 EUR, and the extract costs 5 EUR. If the 
company gets it itself from the business register, then the time spent with the process is 240 
minutes (25 EUR/hour) and the cost of the extract is 5 EUR. As regards translation costs of 
company extracts, it is assumed that it is needed only in 75% of the cases, as in the remaining 
25% the language of the extract is accepted by the other Member State (e.g. an extract from 
Belgium in French to be used in France). To be noted, that these estimations do not include 
the possible involvement and cost of a notary. It is estimated that the common extract would 
be  available  free  of  charge  for  companies  for  cross-border  use  once  per  year  and  are  to 
amount to a loss of revenue of EUR 7.9 million per year for business registers.  

Policy Option 4c: 
Option 4b + abolition of formalities e.g. apostille 

To calculate the savings under this option, the average cost of apostille is considered to be 12 
EUR. As a conservative estimation, it is assumed that only in half of the cases an apostille is 
needed.  As  above,  it  is  assumed  that  in  half  of  the  remaining  cases,  the  company  extract  is 
requested with the help of the lawyer, in the other half the company gets it itself. If a lawyer is 
involved, the cost of the lawyer is 150 EUR, and the apostille is 12 EUR. If the company gets 
it  itself,  then  it  is  assumed  that  the  employee  of  the  company  will  work  240  minutes  at  25 
EUR hourly rate and the apostille costs again 12 EUR. As under option 4b it is estimated that 
the  common  extract  would  be  available  free  of  charge  for  companies  for  cross-border  use 
once per year and are to amount to a loss of revenue of EUR 7.9 million per year for business 
registers. In addition, the loss of revenue would be 9.5 million EUR per year for those public 
authorities in charge of issuing apostille (based on the same assumptions). 

IT development costs for business registers are estimated 100.000 EUR per Member State, 2.7 
million  EUR  in  total.  This  figure  is  based  on  Member  States  costs  to  do  the  necessary 
developments for connection to BRIS so far.  

99 

 
 
 
Standard cost model calculations on administrative burden 

Policy option 1

Policy option 4

100 

 
 
 
 
101 

 
 
 
 
102 

 
 
 
 
  
 
Policy options 1 to make more company information available in business registers and/or BRIS  

  Policy option 1a - Make information about partnerships and third country company branches available in BRIS 

  Policy option 1b - Option 1a + make information about group structures and ownership available in national registers and BRIS 

  Policy option 1c - Option 1b + make information about place of management and place of the main economic activity available in 

national registers and BRIS 

Unit 
measurement 

of 

PO 1a   PO 1b  PO 1c 

Motivation 

BENEFITS FOR BUSINESSES 

Trust and 
transparency in 
the market  

Score 1-5 

2 

3 

4 

These  options  will  increase  the  transparency  and  availability  of  information  in  the 
market for businesses on the one hand and the accompanying trust this would generate 
in the market. The access to information and the trust in the market, however, cannot 
be assessed separately.  

Option  1c  would  score  the  highest  compared  to  options  1b  and  1a  as  it  provides  the 
most company data comparable and easily available across the EU and thus contributes 
most to enhance trust and transparency in the market/business environment. There was 
strong  support  for  all  transparency  measures  in  the  surveys  carried  out  by  the 
Commission  and  in  the  supporting  study.  87%  of  those  replying  in  the  public 
consultation in favour of more harmonised company information available at EU level 
(67 out of 78), especially that finding/checking information about a company was seen 
as the most important reason for needing company data and as lack of comparable data 
and not being able to find it at EU level were the most often mentioned difficulties.  

All  stakeholder  groups  (esp.  legal  practitioners,  public  authorities  and  companies)  in 
the  supporting  study  surveys  considered  that  the  most  significant  benefit  from  these 

103 

 
 
 
 
 
Score 1-5  

1 

2 

2  

Ease of doing 
business and 
access to the  
market 

measures  was  enhancing  trust  in  business  environment  (91%  -  73%  of  legal 
practitioners, 65% - 53% of public authorities and 56% - 53% of companies).  

Although  it  is  difficult  to  estimate  the  value  of  information,  according  to  the  recent 
estimate162,  direct  users  attributed  the  greatest  value  to  the  provision  of  financial 
information  (e.g. annual  reports and  financial statements) which exist in  the business 
register. The value of basic company information (e.g. registered addresses, company 
numbers, dates of incorporation, nature of business) is estimated to be slightly lower, at 
approximately £800 (950 euros) per user per year.  

It can be reasonably assumed that the value of reliable information in the cross border 
context of the EU BRIS would not be less, but probably significantly higher than the 
value of information in a national setting as described by the White Paper cited above.  

Easing  the  doing  of  business  (or  reducing  the  hassle)  and  facilitating  access  to  other 
Member  States’  market  is  a  corollary  to  the  increased  transparency  and  trust. 
Companies  will  find  more  easily,  comparable,  multilingual  (harmonised)  information 
about business partners, potential clients etc. in other Member States. Similarly, when 
companies  are  accessing  other  Member  States’  markets,  for  example  creditors  will 
have easy access to the information about the company which will potentially facilitate 
access to finance and the creation of businesses. It is also likely that potential investors 
will  more  easily  invest  in  SMEs  in  other  Member  States  due  to  better  information 
about  the  investment  targets.  Companies  themselves  will  save  time  (hassle  cost)  in 
searching information about business partners which will contribute to making it easier 
to  do  business  cross-border  and  access  other  markets.  115  out  of  117  of  SMEs 
responding  in  the  SME  panel  thought  that  having  comparable  information  about 
additional legal entities (e.g. partnerships) at EU level  could most help when looking 
for information about companies from other Member States, and majorities were also 
in favour for other measures (109-112 out of 113-114).  

162 “Corporate Transparency and Register Reform White Paper” from the UK Department for Business, Energy & Industrial Strategy. 

104 

 
 
                                                 
Administrative 
burden 
reduction  

COSTS FOR BUSINESSES 

Administrative 
burden 
increase(one-off 
cost) 

Score 
1-5 
Standard  Cost 
Model 
calculations 

0 

2 

4 

€ 
643.105 

€ 
311.31
0.343 

All  stakeholder  groups  (esp.  legal  practitioners,  public  authorities  and  companies)  in 
the supporting study surveys considered that the second most significant benefit from 
these measures was making it easier to search for information about business partners 
abroad  (55%  of  legal  practitioners  for  additional  entities  and  groups,  47%  of  public 
authorities and 47%-40% of companies).  

n/a – covered under admin increase below 

There will be no new filing for partnerships as information about partnerships already 
exists in all business registers or for third-country branches i.e. no cost (policy option 
1a).  Concerning  groups,  there  is  no  costs  for  companies  to  collect  such  information 
because  all  companies  (under  FATF)  are  already  required  to  either  file  information 
about  shareholders  to  the  business  register  or  to  keep  a  shareholder  register  at  the 
company. The new filing cost related to groups and place of management and place of 
economic  activity  will  be  only  for  those  companies,  which  do  not  need  to  file  such 
information  to  the  register  today.  It  will  be  one-off  cost  and  companies  can  comply 
with it over a period of time (for example 3 years). In addition, the  initial filing costs 
for  these  items  cannot  be  set  separately  so  that  filing  costs  can  be  limited.  Overall, 
companies  considered  the  effect  on  the  administrative  cost  to  be  at  least  neutral  or 
rather reducing it. In the supporting study surveys and workshops, 20% of companies 
thought that there will be no impact on administrative costs and around 34% that there 
would  be  an  overall  administrative  cost  reduction,  while  20%  thought  that  the 
administrative  cost  would  increase.  The  overall  administrative  cost  reduction  reflects 
the  fact  that  different  authorities  could  have  access  to  this  information  in  business 
registers  without  the  need  for  the  company  to  provide  it  to  each  authority  separately 
and  also  that  the  company  itself  can  find  that  information  easily  about  its  business 
partners.  

105 

 
 
 
 
 
 
 
 
BENEFITS FOR BUSINESS REGISTERS 

Savings related 
to operational 
costs  

Score 1-5 

2 

2 

2 

BENEFITS FOR OTHER PUBLIC AUTHORITIES 

Score 1-5 

2 

3 

3 

Savings related 
to operational 
cost for other 
public 
authorities  

Business registers will benefit from increased company data in BRIS. This data exists 
in  multilingual  form  and  is  comparable,  so  business  registers  can  more  easily 
understand it and use it. This facilitates their work when they register companies (e.g. 
foreign  companies,  companies  as  shareholders)  or  when  checking  data  about 
companies,  preparing  reports.  Although  the  cost  savings  could  be  slightly  bigger  in 
relation  to  the  policy  option  PO1c  given  that  it  provides  for  most  additional 
information,  it  is  however  considered  that  overall  the  policy  options  have  not  an 
important impact in terms of cost savings for business registers.   

When  more  company  data  is  comparable  and  easily  accessible  cross-border,  public 
authorities can consult this information when checking data about companies directly 
without the need to search or ask companies for it. This means savings in particular in 
time.  It  is  clear  from  consultations  that  public  authorities  (e.g.  tax  authorities)  have 
strong interest in the company data under these policy options and that these measures 
will  also  bring  strong  benefits  in  terms  of  trust  and  transparency  in  the  market,  as 
explained  above.  The  options  1b  and  1c  will  create  more  benefits  as  information  on 
groups,  place  of  management  and  economic  activity  is  of  specific  importance  for 
public authorities (e.g. responsible for tax).  

COSTS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES  

Adjustment 
costs for 

Score 1-5  

2 

2 

2 

One-off  IT  costs  for  updating  the  system  but  no  need  for  additional  staff  for 
maintenance once new  company data is  included in  the system  (therefore no need to 

106 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
business 
registers  

IT costs  

€2.7 
million 
IT 
develop
ment 
cost 
(€ 
100.000 
per MS) 

€2.7 
million 
IT 
develop
ment 
cost  (€ 
100.000 
per 
MS) 

€2.7 
million 
IT 
develop
ment 
cost  (€ 
100.00
0 
MS) 

per 

Adjustment 
costs for other 
public 
authorities  

 BENEFITS FOR SOCIETY AT LARGE (i.e. CONSUMERS) 

Fight against 
fraud and abuse 

Score 1-5 

2 

3 

4 

calculate  FTEs).  The  IT  costs  are  considered  the  same  for  all  options  because  the 
difference is considered to be minor. The costs related to the necessary developments 
in  the  central  platform  of  BRIS  resulting  from  these  options  will  be  covered  by  the 
evolutive maintenance of the system under the EU budget163. 

N/A as no specific adjustment costs. 

Making  information  on  partnerships  more  comparable  and  accessible  helps  as  these 
legal forms can also be used for abusive purposes. Information on groups and also on 
place  of  economic  activity  will  add  to  the  benefits  as  these  provide  important 
information in context to tackle fraud and abuse (e.g. related to letterbox companies). 
Most  stakeholder  groups  in  the  supporting  study  survey  thought  that  having 
comparable information  under  all the options (and in  particular on additional entities 
and  on  place  of  economic  activity)  would  contribute  to  the  fight  against  anti-
competitive behaviour and abuse. In particular 53% of public authorities for all options 
and legal practitioners (64% on groups and 45% on place of management). Importance 
of information on group structure also stressed by ICLEG (Having a clear view of the 

163  The  total  overall  yearly  maintenance  cost  of  BRIS  which  includes  the  analysis,  design,  implementation,  testing  and  corrective  maintenance  costs  of  BRIS  currently 
incurred by the Commission is EUR 2 million, financed by the Digital Europe Programme. 

107 

 
 
 
 
 
 
 
 
 
 
 
                                                 
Digital economy  Score 1-5 

1 

2 

2 

Functioning of 
the internal 
market 

structure  of  the  group,  may  also  prove  useful,  and  even  essential,  for  authorities  to 
investigate  and  contrast  any  possible  tax  or  any  other  abuse  or  violation  of  law). 
Therefore, PO1c would the most efficient in terms of benefits, while PO1b and PO1a 
would also bring benefits but in a slightly lesser degree.   

The  information  in  all  POs  would  be  accessible  cross-border  through  digital  means 
(through BRIS). All the policy options would thus have a positive impact on the digital 
economy and digital Single Market. Po1c and Po1b are scored higher given that they 
would make more data available cross-border than PO1a.   

The  objective  of  these  policy  options  is  to  enhance  transparency  about  companies  in 
the Single Market, through the use of digital tools (such as BRIS). As explained above, 
this  would  create  transparency  and  trust  in  the  Single  Market  and  help  authorities  to 
tackle fraud and abuse. More information about companies would also help consumers 
to  make  informed  choices  when  buying,  using  services  or  contracting  cross-border. 
This would in general contribute to a fairer Single Market. However, given that there is 
an overlap with other impacts in this table, the scoring is not counted twice.  

Policy options 2 to interconnect BRIS with other systems and enable better searches  

  Policy option 2a – Interconnection of BRIS with beneficial ownership register interconnection system (BORIS), use of EUID (European 

unique company identifier), new search functionalities in BRIS 

  Policy option 2b - Option 2a + Interconnection with Insolvency Registers interconnection system (IRI) 

Unit 
measurement 

of 

PO 2a  

PO 2b 

Motivation 

BENEFITS FOR BUSINESSES 

108 

 
 
 
 
 
 
 
 
 
 
Trust  and  transparency  in 
the market 

Score 1-5  

3 

4 

Ease of doing business and 
access to the market 

Score 1-5  

1 

1 

Administrative burden 
reduction  

Score 1-5  

1 

1 

These options will reinforce trust and transparency in the market. Stakeholders will 
be able to search information about a specific company easily in several registers 
with  the  help  of  the  unique  company  identifier  (EUID).  EUID  exists  today  for 
around  16  million  limited  liability  companies  and  their  cross-border  branches  in 
BRIS.  BORIS  also  uses  it.  By  extending  the  use  of  EUID  to  partnerships  and 
connecting information in different registers with the help of EUID ensures that the 
company  is  unequivocally  identified  in  every  register  and  that  data  in  different 
registers  is  connected  to  the  same  company.  EUID  has  no  cost  implications  on 
companies. It is based on the national registration number. Strong support in public 
consultation for both interconnections, with majority of respondents saying that it 
would be useful to link BRIS with the EU interconnection of beneficial ownership 
registers  (70%,  58  out  of  83)  and  the  EU  interconnection  of  insolvency  registers 
(61%, 51 out of 83). Therefore, having BRIS connected with BORIS (PO2a) would 
already bring benefits but these would be higher if BRIS is also connected with IRI 
as then more company information is accessible  in one place for all stakeholders, 
increasing also trust in the market (Po2b).  

In  addition,  83%  of  respondents  to  the  public  consultation  asked  for  more  search 
functionalities centrally at EU level via BRIS (50 out of 60) which is included in 
both policy options.  

As for transparency measures, companies would save in search cost for information 
about  a  specific  company  in  other  Member  States  through  better  and  more 
accessible  information.  This  will  make  it  easier  to  do  business  with  business 
partners abroad, as explained under the trust and transparency in the market impact 
above. The options are scored  at  the same level  given that  the difference of their 
impact  on  doing  business  cross  border  and  accessing  other  markets  is  not 
important.  

The  interconnection  between  BRIS  and  BORIS  could  also  contribute  to  reducing 
administrative  burden  on  companies.  For  example,  the  obliged  entities  under  the 
Anti-Money  Laundering  Directive  could  cross-check  the  company  information 

109 

 
 
 
directly through BRIS. The same would also apply to the Insolvency register. Both 
options  score  similarly  in  this  respect  because  this  would  rather  rely  on  practical 
implementation.   

COSTS FOR BUSINESSES 

Administrative burden 
increase 

- 

- 

See above. EUID does not entail any cost for companies. N/A. 

BENEFITS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES 

Operational cost savings 
for business registers 

Score 1-5 

2 

3 

Savings related to 
operational costs for public 
authorities  

Score 1-5 

2 

3 

Similarly to other stakeholders, business registers will also benefit from connecting 
the  interconnections  as  it  will  be  possible  to  check  all  data  via  accessing  one 
interconnection  of  registers  instead  of  two  or  three.  This  makes  it  easier  for 
business  registers  to  search/consult  this  information  when  checking  data  about 
companies. In the surveys for the supporting study, 65% of business registers said 
that it would be useful to a large or very large extent to link BRIS to BORIS and 
61% to IRI. In addition, these interconnections could bring operational cost savings 
for those business  registers which  also  hold  beneficial ownership registers thanks 
to  improved  synergy.  Higher  benefit  for  option  2b  as  more  systems  will  be 
interconnected. 

When more company data is easily accessible cross-border, then public authorities 
can consult this information directly without the need to search or ask companies 
for it. This  means savings in  particular in  time. It  is  clear from consultations that 
public  authorities  have  strong  interest  in  the  company  data  under  these  policy 
options and that these measures will also bring strong benefits in terms of trust and 
transparency in  the market,  as  explained above.  In the surveys for the supporting 
study, 69% of public authorities said that it would be useful to a large or very large 
extent to link BRIS to BORIS and 69% of public authorities thought so in relation 
to IRI.  

110 

 
 
 
COSTS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES 

Adjustment costs for 
business registers 

Adjustment costs for other 
public authorities  

Score 1-5 

- 

- 

- 

- 

N/A as the adjustment costs would be financed at EU level because the EU systems 
would  be  interconnected.  Development  costs  of  BRIS  by  the  Commission, 
including new search functionalities is estimated to be 500,000 EUR, based on the 
costs of the central system’s development so far. 
N/A as no specific adjustment costs due to interconnection. 

BENEFITS FOR SOCIETY AT LARGE (i.e. CONSUMERS) 

Fight against fraud and 
abuse 

Score 1-5 

2 

3 

Digital economy 

Score 1-5 

3 

3 

Functioning of the internal 
market 

Easier  access  to  more  sets  for  information  (about  companies,  about  beneficial 
owners,  about  insolvent  companies)  will  facilitate  the  work  of  authorities  and 
obliged entities (under the Anti-money laundering rules) to check the information 
about  companies  and  detect  abuse.  Higher  benefit  for  option  2b  as  more  systems 
will be interconnected. 

Interconnecting the EU level systems of interconnection would strongly contribute 
to creating more connected public administrations at EU level and cross-border. In 
addition,  the use of EUID would  make it possible to  also  connect  other  EU level 
systems/registers (as the example of EPREL) to BRIS, bringing further befits. Both 
options  are  scored  equally  given  that  both  significantly  contribute  to  the 
digitalisation of the Single Market.   

The objective of these policy options is to enhance transparency about companies 
in  the  Single  Market  further  through  connecting  EU  level  systems.  As  explained 
above,  this  would  create  transparency  and  trust  in  the  Single  Market  and  help 
authorities  to  tackle  fraud  and  abuse.  More  information  about  companies  would 
also  help  consumers  to  make  informed  choices  when  buying,  using  services  or 
contracting  cross-border.  This  would  in  general  contribute  to  a  fairer  Single 
Market. However, given that there is an overlap with other impacts in this table, the 
scoring is not counted twice.  

111 

 
 
 
 
 
 
 
 
Policy options 3 to ensure an adequate verification of company data before it is entered into the business register  

  Policy Option 3a - obligation to check a harmonised list of elements  

  Policy Option 3b – Option 3a + common basic procedural requirements for ensuring reliable and up-to-date data 

Unit 
measurement 

of 

PO 3a 

PO 3b 

Motivation 

BENEFITS FOR BUSINESSES 

Trust and 
transparency in the 
market 

Score 1-5  

3 

4 

Ease of doing 
business and access 
to the market 

Score 1-5  

2 

3 

Having  more  reliable  company  data  in  business  registers,  as  a  result  of  these 
measures,  will  bring  more  trust  and  more  legal  certainty  in  the  market  for  all 
stakeholders,  and  the  benefits  should  be  higher  for  option  3b  as  there  would  be 
additional common requirements  for checks making the data more trustworthy for 
business  registers  from  other Member States. Around 40% of public authorities, a 
third  of  legal  practitioners,  a  quarter  of  companies  and  of  business  registers  saw 
increased legal certainty as the main benefit from the measures making it possible to 
use company information in cross-border administrative or court procedures (which 
in  the  survey  also  included  introducing  the  ex-ante  checks).  Commission  expert 
group consisting of company law professors (ICLEG) recommended the extension 
of  the  current  EU  minimum  standards  for  verification  and  checking  of  company 
data. Increased legal certainty will be beneficial for companies, legal practitioners, 
public  authorities,  creditors  and  all  other  stakeholders.  It  will  reduce  transaction 
costs. Having data available is the pre-requisite, but to create the necessary trust, the 
data has to be accurate and up-to-date.  

Having  more  reliable  company  data  in  business  registers,  as  a  result  of  these 
measures, would make such data easier to use  cross-border (as also  mentioned by 
ICLEG,  see  point  above  on  trust).  Defining  common  minimum  rules  for  ex-ante 
check was the 2nd most important means to facilitate the use of company data on a 

112 

 
 
 
 
 
 
 
Administrative 
burden reduction  

Score 1-5  

  - 

- 

cross-border  basis  according  to  43%  of  respondents  to  the  public  consultation. 
Ensuring that the company data in business registers and in BRIS is reliable creates 
legal  certainty and will further facilitate companies access  to  finance and result in 
enhanced  investment  opportunities.  Companies  can  also  rely  on  the  information 
when searching business partners in another Member States and other opportunities 
to  expand  cross-border.  PO3b  creates  more  legal  certainity  through  enhanced 
harmonised checks and procedures.  

N/A.  On  its  own,  this  measure  would  not  result  in  tangible  administrative  burden 
reduction  for  companies.  It  will  help  companies  vis-à-vis  third  parties,  such  as 
creditors and shareholders who can rely on the information.  

Companies  replying  to  the  surveys  for  the  supporting  study  held  mixed  views, 
although  more  companies  still  expected  rather  a  decrease  in  administrative  costs 
(35%) than an increase (28%).  

COSTS FOR BUSINESSES 

Administrative 
burden increase 

- 

- 

N/A. In principle, there should not be increase in costs for companies. 

BENEFITS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES 

Operational cost 
savings for business 
registers 

Score 1-5 

1 

2 

These  measures  should  result  in  business  registers  receiving/being  able  to  access 
more reliable data from other registers and therefore needing to ask less additional 
documents, in principle resulting in less operational costs (higher with more reliable 
company data under option 3b).  

In the surveys for the supporting study, 27% of the responding registers expected a 
small  (and  14%  a  significant)  increase  in  administrative  costs  for  introducing 
minimum common standards; in the workshop, 10 registers anticipated a slight rise 
in  administrative  costs  but  participants  said  that  benefits  will  outweigh  the 

113 

 
 
 
 
Operational cost 
savings for public 
authorities 

3 

4 

COSTS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES 

administrative costs.  

These  measures  should  result  in  public  authorities  receiving/being  able  to  access 
more reliable data from registers from other Member States and therefore needing to 
ask less additional documents, in principle resulting in less operational costs (higher 
with  more  reliable  company  data  under  option  3b).  PO3  will  also  ensure  that  all 
Member  States  implement  the  FATF  recommendation  24  (as  revised  in  March 
2022) which requires that basic company data in the business registers is adequate, 
accurate and up-to-date.    

Adjustment costs for 
business registers 

Enforcement costs 
for business 
registers 

Adjustment costs for 
other public 
authorities  

Score 1-5  

2 

2 

2  FTEs 
per  MS  – 
54  FTE 
altogether 
per year. 

2  FTEs 
per  MS  – 
54  FTE 
altogether 
per year. 

EUR 
4,050,000 

EUR 
4,050,000 

Score 1-5 

1 

2 

50%  of  business  registers  responding  to  the  surveys  for  the  supporting  study 
indicate  that  introducing  common  ex-ante  checks  would  lead  to  a  significant  or 
small  increase  in  adjustment  costs,  with  10%  expecting  significant  or  small 
decreases, and 18%  - no impact.  According to  10  business  registers  taking part  in 
the  workshop,  adjustment  costs  were  projected  to  rise  only  slightly  as  many 
registers considered there were already ex-ante checks in place. There will be higher 
adjustment  costs  for  option  3b  as  there  will  be  more  common  requirements. 
Business  register  in  this  context  is  understood  to  include  any  other  authority  or 
person who is involved in ex-ante verification depending on the Member State. 

Option 3b (and to a lesser extent option 3a) could create some limited enforcement 
costs for business registers which would need to ensure that e.g.  their registers are 
kept updated, and that filing deadlines are complied with (but e.g. no need for on-
site inspections).  

N/A. 

114 

 
 
 
 
 
 
 
 
BENEFITS FOR SOCIETY AT LARGE (i.e. CONSUMERS) 

Fight  against  fraud 
and abuse 

Score 1-5 

3 

4 

Enhanced  ex-ante  controls  of  company  data  would  ensure  more  accuracy  and 
correctness of information in business registers, which would contribute to making 
it easier to identify companies which are used for fraudulent or abusive purposes or 
persons under the sanctions. As explained above, option 3b would also ensure that 
all Member States implement the revised FATF recommendation 24.   

Digital economy 

Score 1-5 

1 

1 

Having  more  reliable  company  data  would  contribute  to  making  it  easier  to 
interconnect administrations cross-border but it would not have a decisive impact. 

Functioning  of  the 
internal market 

The  objective  of  these  policy  options  is  to  ensure  reliability  of  company  data  in 
business registers and thus enhance trust between Member States. Enhanced trust will 
facilitate  cross-border  business  and  access  to  other  Member  States’  markets.  These 
measures  will  also  contribute  creating  more  reliable  legal  framework  that  provides 
legal  certainty  for  companies  and  other  stakeholders  while  contributing  to  the  fight 
against abuse. More reliable data will  also  help  consumers to  trust companies from 
other  Member  States.  Overall,  these  measures  contribute  to  the  creation  of  a  more 
integrated and digitalised Single Market. However, given that there is an overlap with 
other impacts in this table, the scoring is not counted twice.  

115 

 
 
 
 
 
 
 
 
 
Policy options to enable direct use of company data from business registers in cross-border situations 

  Policy Option 4a - Requirement to apply once-only principle (no resubmission of company information) when a company from a Member 

State sets up subsidiaries or branches in other Member States 

  Policy Option 4b – Option 4a + harmonised company extract containing a common set of company data and  mutual recognition  

principle for certain company data 

  Policy Option 4c - Option 4b + abolition of formalities e.g. apostille 

Unit 
measurement 

of 

PO 4a   PO 4b  

PO 4c 

Comments 

BENEFITS FOR BUSINESSES 

Trust and 
transparency in the 
market 

Score 1-5  

2 

3 

3 

Ease of doing 
business and access 
to the market 

Score 1-5  

3 

4 

5 

These policy options build on in  particular the policy options 3 which  will 
make company data more reliable. When Member States (including business 
registers) trust each other and that the company data in other Member States 
is correct, there is no need for double submission of documents when cross-
border  subsidiaries  and  branches.  The  policy  option  4b  and  4c  will  score 
higher  than  4a  because  they  will  bring  direct  benefits  to  the  businesses 
thanks to the increased trust between Member States and in particular their 
business registers.  

These  policy  options  will  remove  an  important  administrative  burden  and 
thus facilitate the expansion of companies to other Member States’ markets 
by  setting  up  cross-border  subsidiaries  (new  company)  and  branches  (new 
fixed  establishment).  Every  year,  this  would  concern  around  4.000  new 
cross-boder  subsidiaries  and  4.500  new  cross-border  branches.  In  additon, 
the PO4b and PO4c will also remove an important administrative burden by 
abolishing  costly  formalities  (see  below)  on  cross-border  activities  and 
operations and thus easing the doing of business cross-border. This will help 
in  particular  SMEs  to  set  up  subsidiaries  and  branches  but  also  reduce 

116 

 
 
 
 
 
formalities  in  all  their  cross-border  activities  (be  it  cross-border  trade, 
services,  cross-border sub-contracting etc. As to  the SMEs which represent 
98-99% of limited liability companies in the EU, around 40% of SMEs are 
engaged in cross-border activities. For companies replying to the supporting 
study surveys, the first benefit of the application of the once-only-principle 
would  be  an  easier  cross-border  expansion  of  SMEs  (22%  of  replying 
companies).  

The policy option 4c will have the highest impact.     

These  measures  would  bring  substantial  annual  (recurrent)  savings  in 
administrative  burden  for  companies.  Companies  would  already  save 
substantially  by  the  introduction  of  once-only-principle  for  setting  up  of 
cross-border subsidiaries and branches as they would not have to submit any 
documents about a parent company and therefore would not need to translate 
and legalise/apostille those. Benefits would be even higher with introduction 
of  a  free  multilingual  common  company  extract  under  PO4b  which  would 
also remove need for certified translations and which companies can use in 
cross-border  activities  be  it  in  the  context  of  cross-border  trade,  services, 
public procurement. And the benefits would be highest under 4c as then also 
the  apostille  needed  in  cross-border  situations  (e.g.  on  company  extracts) 
would also not be needed. 

The obligation on authorities and courts to  recognise certain  company data 
(beyond that included in  the  common extract) publically disclosed in  other 
Member  States’  registers  under  PO4b  would  mean  that  national  registers, 
authorities  or  courts  would  be  obliged  to  accept  information  from  another 
Member State’s register as an equivalent of what is required domestically. In 
practice,  this  option  would  mean  that  authorities  and  courts  could  consult 
company  information  directly  in  business  register  and  BRIS,  and  the 
company  would  not  be  required  to  resubmit  the  existing  information  again 
(so application of de-facto once-only principle) which would in turn result in 

Administrative 
burden reduction  

(annual 
companies) 

savings 

for 

Score 1-5 

1 

4 

5 

Standard 
Cost 
Model  calculation 
(euro’s)  

€7.535.
315 

€329.3
82.526 

€437.2
62.073 

(recurre
nt/annu
al) 

(recurre
nt/annu
al) 

(recurre
nt/annu
al) 

117 

 
 
 
 
 
 
 
burden reduction on companies;  

In the surveys and workshop for the supporting study and in interviews with 
stakeholders, companies particularly welcomed the abolishing of formalities 
such  as  an  apostille  especially  in  the  context  of  setting  up  of  cross-border 
subsidiaries  and  branches,  cross-border  procedures  with  tax  authorities  and 
cross-border public procurement.  

Moreover,  to  overcome  difficulties  related  to  obtaining  the  extracts 
including  apostille,  companies  may  rely  on  private  service  providers.  The 
cost of such services varies but, generally, ranges between €180 and €350. 

COSTS FOR BUSINESSES 

Administrative 
burden increase 

- 

- 

- 

N/A 

BENEFITS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES 

Operational cost 
savings for business 
registers 

Score 1-5 

2 

2 

2 

the  once-only  principle 

for  setting  up  cross-border 
The  use  of 
subsidiaries/branches between business registers under option 1a, which are 
part  of  BRIS  (cross-border  operation  function  of  BRIS),  would  mean  that 
business  registers  would  receive  the  necessary  documents  directly  from 
other  registers  and  would  not  have  to  ask  for  and  examine  additional 
documents from companies, which, in turn, should result in cost savings in 
particular in time and handling of company information.  

the 

implementation  of 

In the supporting study survey, the responding business registers considered 
that 
increase 
administrative costs (36%) but a significant share also expected a decline in 
costs (28%); and views were mixed for common company extract, with 36% 
expecting  a  small  cost  increase,  14%  a  significant  one,  and  19%  -  a  cost 
reduction.  There  was  an  overall  expectation  among  business  registers 

the  once-only  principle  would 

118 

 
 
 
Operational cost 
savings for public 
authorities  

Score 1-5 

- 

2 

3 

participating  in  the  supporting  study  workshop  of  a  small  increase  in 
administrative  costs  for  both  measures  but  the  benefits  were  generally 
assumed to be much greater than the costs. 

Introducing  the  use  of  the  once-only  principle  for  setting  up  cross-border 
subsidiaries/branches would apply between business registers which are part 
of  BRIS  (cross-border  operation  function  of  BRIS).  However,  other 
authorities would benefit from the mutual recognition of company data and 
they can thus accept information from another Member State’s register as an 
equivalent of what is required domestically and they could consult company 
information directly in business register and BRIS. This would result in cost 
savings in particular in time and resources of handling company information. 
There  would  also  be  savings  from  the  common  company  extract  as  public 
authorities  would  not  have  to  ask  for  and  examine  additional  documents. 
Similar to the costs of reducing formalities, nearly all stakeholder groups are 
mainly  anticipating  a  decline  in  costs  to  some  extent  (41%  overall).  This 
view  is  mostly  prevalent  amongst  business/financial  organisations  (100%), 
public authorities (72%) and legal practitioners (60%). 

The  majority  of  business/financial  organisations  (100%),  public  authorities 
(66%)  and  legal  practitioners  (60%)  anticipate  that  this  measure  would 
diminish their administrative costs. 

legalisation/apostille.  This 

Finally,  public  administrations  also  face  difficulties  when  applying  the 
requirements  of 
the 
disproportionate costs and time caused by the related procedures. Although 
there are some Member States that issue apostilles immediately, the majority 
of  Member  States  need  one  working  week.  Therefore  although  public 
authorities  in  charge  of  issuing  apostille  will  face  loss  of  revenue  due  to 
abolishing  the  apostille  (fees),  the  overall  savings  should  be  positive.  For 
example,  in  another  context,  it  has  been  estimated  that  by  abolishing  the 
apostille,  the  administrative  burdens  for  the  public  authorities  would  be 

increases 

further 

119 

 
 
COSTS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES 

Adjustment  costs  for 
business registers 

Score 1-5  

1 

2 

2 

development 

IT 
costs for BRIS  

2.7 
million 
IT 
develop
ment 
cost 
(100.00
0 per 
MS) 
(one-off 
cots) 

Loss of 
revenue of 
EUR 
40.930 per 
year 

2.7 
million 
IT 
develop
ment 
cost 
(100.00
0 per 
MS) 
(one-
off 
cots) 

Loss of 
revenue of 
EUR 
7.924.183 
per year 

2.7 
million 
IT 
develop
ment 
cost 
(100.00
0 per 
MS) 
(one-
off 
cots) 
Loss of 
revenue of 
EUR 
7.924.183 
per year 

164 SWD(2013) 144 final 

120 

reduced by € 5-7 million annually164.  

Concerning  the  costs  that  will  incur  on  business  registers  due  to 
implementation  of  measures  under  these  options,  business  registers’  views 
were  varied.  Business  registers  surveyed  mostly  answered  that  reducing 
formalities would have no impact at all on the adjustment costs (23%) or had 
no opinion at all (23%). At the same time, 32% indicated that the costs will 
increase to a certain extent, whereas 23% expect either a small or significant 
decrease.  These  results  are  also  consistent  with  the  responses  from  the 
workshop: adjustment costs were projected to  have no impact  compared to 
the current situation (median of 0 on a scale of -5 to +5).  

However,  it  is  to  be  assumed  that  the  option  4a  which  introduces  the 
implementation  of  the  once-only  principle  in  BRIS  (i.e.  between  business 
registers  and  BRIS)  will  amount  to  similar  costs  as  those  related  to  the 
implementation earlier exchanges between business registers through BRIS. 
This  also  confirmed  by  participant  business  registers  in  the  workshop: 
overall expectation of a small increase in adjustment costs, which is mostly 
thought  to  originate  from  investments  in  software  rather  than  the  costs  of 
staff  training.  Therefore,  on  that  basis,  it  is  estimated  that  option  4a  will 
incur average cost of 2.7 million euros to business registers. The IT costs are 
considered  the  same  for  all  options  because  the  difference  is  considered  to 
be  minor.  However,  this  is  one-off  cost  due  to  the  implementation  of  the 
option 4a. In addition, option 4a will imply that companies setting up cross-
border  subsidiaries  and  branches  (in  8186  cases)  do  not  need  an  extract. 
Therefore, under option 4a, the business registers will have a loss of revenue 
of 40.930 EUR per year. 

 
 
 
 
 
 
 
 
                                                 
In  addition,  options  4b  and  4c  introduce  a  common  extract  which  is 
calculated  to  be  free  of  charge  for  10%  of  limited  liability  companies  (i.e. 
1.5 million companies) once per year and it will amount to loss of revenue of 
EUR  7,924,  183  per  year.  In  the  workshop,  the  participating  business 
registers expected a small increase of adjustment costs with a median of +1. 
The advantages of introducing a common company extract will far outweigh 
the adjustment costs.  

Under option 4a, the authorities in charge of issuing apostille will have loss 
of revenue of 73,668(apostille in  6,139cases) per  year, and the same under 
option  4c  (as  in  4a).  Under  option  4c,  the  loss  of  revenue  will  be  EUR 
9,533,571  for  public  authorities  issuing  the  apostille  (apostille  in  788,325 
cases in addition to option 4b) per year.  

Given  that  the  formalities  of  legalisation/apostille,  certified  translations  are 
considered  outdated  and  not  necessarily  prevent  fraud  and  forgery165,  the 
measures  under  these  options  will  take  into  account  and  use  existing 
obligation under EU company law, in particular the use of trust services and 
use of certified electronic copies to ensure the safe use and transmission of 
data in order to fight  against fraud and abuse. In addition, the co-operation 
mechanisms in BRIS ensures close co-operation between Member States and 
channels of communication in case of suspicion of fraud.  
These  measures  will  have  a  strong  impact  on  digitalisation  as  they  will 
introduce  once-only  principle  on  a  cross-border  basis,  in  particular  for 
setting  up  subsidiaries  and  branches  cross-border.  The  digital  common 

Adjustment  costs  for 
other 
public 
authorities 

Score 1-5 

1 

2 

2 

Loss of 
revenue 
of EUR 
73,668 
per year 

Loss of 
revenue 
of EUR 
73,668 
per 
year 

Loss of 
revenue 
of EUR 
9,533,5
71 per 
year 

BENEFITS FOR SOCIETY AT LARGE (i.e. CONSUMERS) 

Fight  against  fraud 
and abuse 

Score 1-5 

2 

3 

3 

Digital economy 

Score 1-5 

3 

4 

4 

165 SWD (2013) 144final  

121 

 
 
 
                                                 
Functioning  of 
internal market 

the 

company  extract  would  further  increase  the  benefits.  The  aim  of  the 
initiative  is  also  to  enhance  cross-border  cooperation  in  particular  between 
business  registers (more  connected public authorities) in  the Single Market 
and at the same time, to make it easier for SMEs to expand cross-border.  

Around  one-quarter  of  all  respondents  to  the  surveys  for  the  supporting 
study  saw  the  more  connected  public  services  at  EU  level  as  the  2nd  most 
important  benefit  of  enabling  cross-border  use  of  company  data  in 
administrative  procedures  (27%  of  business  registers,  26%  of  public 
authorities, 23% of legal practitioners and 20% of companies). (and 1/5 for 
court proceedings). 

The aim of these options is to contribute to the creation of a more integrated 
and  digitalised  Single  Market  by  building  on  the  “first  hand”  information 
about companies in business registers and their interconnection at EU level. 
They will reduce legal uncertainty, costs and lengthy procedures caused by 
the burdensome and costly administrative formalities and thus facilitate the 
exercise  of  internal  market  freedoms  by  companies,  in  particular  SMEs. 
These  options  will  introduce  once-only  principle  (no  double  submission  of 
documents) for setting up subsidiaries and branches. In addition, the planned 
initiative  would  encourage  more  authorities  (e.g.  tax  authorities)  to  use  the 
company data directly from the business registers and BRIS and thus reduce 
the burden on companies by extending  - de facto - the application of once-
only principle (i.e. companies  would not  need to  submit the information to 
authorities  because  authorities  would  access  directly  the  information  in  the 
business  registers).  The  initiative  would  also  lay  down  the  foundations  for 
more connected public administrations cross-border in the Single Market by 
making it possible to connect other EU level systems/registers to BRIS. This 
would  contribute  to  complementing  the  Single  Market,  in  particular  for 
digital as called by the European Council conclusions of 24-25 March 2022. 
However, given that there is an overlap with other impacts in this table, the 
scoring is not counted twice. 

122 

 
 
 
 
 
 
2.4.  COHERENCE OF THE POLICY OPTIONS 

Policy  options  1  to  make  more  company  information  available  in  business 
registers and/or BRIS  

  Policy option 1a - Make information about partnerships and third country company 

branches available in BRIS 

  Policy option 1b - Option 1a + make information about group structures and 

ownership available in national registers and BRIS 

  Policy option 1c - Option 1b + make information about place of management and 
place of the main economic activity available in national registers and BRIS 

Unit 
measurement 

of 

PO1a   PO1b 

PO1c 

Motivation 

Score 1-5  

3 

4 

5 

the 

Internal  coherence:  Options  1a,  1b  and  1  c  are  all 
coherent  and  mutually  complementary  with  the  other 
initiative.  In 
components  (policy  options)  of 
particular,  the  more  company  data  is  made  available 
(options1)  and  more  reliable  the  data  is  (options  3), 
more  the  use  of  such  data  under  options  4  can  be 
facilitated  and  enhanced.  Interconnection  of  relevant 
data through connection  of different EU systems  under 
options  2  will  also  provide  an  easier  access  to  wider 
company data and thus complement the options under 1. 
Option 1c ensures the most coherence as it provides the 
most  company  data  that  can  be  consulted  through 
interconnection  with  other  systems  under  option  2  and 
used under option 4. 

External  coherence:  The  options  all  ensure  coherence 
with  relevant  EU  law  and  other  EU  initiatives.  Option 
1c ensures the most coherence. 

(partnerships, 

In  particular,  these  options  are  all  fully  coherent  with 
the  EU  rules  and  international  standards  in  the  area  of 
the  anti-money  laundering/countering  the  financing  of 
terrorism,  respectively  the  AML  Directive  and  the  
FATF standards (in particular with Recommendation 24 
as  amended  in  March  2022).  More  company  data 
available 
information  on  groups, 
information  on  place  of  management  and  main 
economic  activity)  facilitates  the  implementation  of 
anti-money  laundering/  countering  the  financing  of 
terrorism rules, correctness of beneficial ownership data 
as  well  as  authorities’  work  to  abuse  of  corporate 
entities. The options are also coherent with initiative on 
the European single access point (ESAP) for financial 
market  information,  as  ESAP  focuses  mainly  on  entity 

123 

 
 
 
 
and  product  related  information  that  is  relevant  mainly 
for investors, with the purpose of serving market needs. 
The  Open  Data  Directive  regulates  the  re-use  of  data 
held  by  Member  States’  public  authorities 
for 
commercial  or  non-commercial  purposes,  which  is  not 
covered  by  the  planned  initiative.  This  initiative  will 
contribute to objectives of the various recent initiatives 
on  taxation,  as  transparency  will  help  tax  authorities’ 
work  when  in  need  of  reliable  company  data.  In 
particular, 
information  on  groups  and  place  of 
management  and  economic  activity  will  be  valuable 
data for taxation. 

Policy options 2 to interconnect BRIS with other systems and enable better searches  

  Policy option 2a – Interconnection of BRIS with beneficial ownership registers 
interconnection system (BORIS), use of EUID (European unique company 
identifier), new search functionalities in BRIS 

  Policy option 2b - Option 2a + Interconnection with Insolvency Registers 

interconnection system (IRI) 

Unit 
measurement 

of 

PO2a 

PO2b  Motivation 

Score 1-5  

4 

5 

identifier  enables 

Internal coherence: Options 2 are coherent and complementary 
to other policy options, in particular to options 1 (as explained 
above), but also with options 3 and 4. In particular, the use of 
EUID  as  company 
the  unequivocal 
identification  of  the  company.  It  can  connect  the  company 
information 
it  also  connects 
companies and their cross-border branches and can be used to 
connect  parent companies and their subsidiaries.  It  thus helps 
to  implement  policy  options  3  and  also  the  use  of  company 
data  in  cross-border  situations  (when  setting  up  subsidiaries 
and branches and for other administrative procedures).  

in  different  registers,  but 

External  coherence:  These  policy  options  are  fully  coherent 
with  the  relevant  anti-money  laundering  rules  (beneficial 
owners’ transparency and registers) and with insolvency rules. 

Policy options 3 to ensure an adequate verification of company data before it is 
entered into the business register  

  Policy Option 3a - obligation to check a harmonised list of elements  

  Policy Option 3b – Option 3a + common basic procedural requirements for 

ensuring reliable and up-to-date data 

124 

 
 
 
 
Unit 
measurement 

of 

PO3a  PO3b  Motivation  

Score 1-5  

4 

4 

Internal  coherence:  Options  3  are  pre-requisite  for  making  the 
available data under options 1 more reliable and  facilitating its 
cross-border use without burdensome formalities under options 
4.  Having more reliable company data in business registers will 
bring  more  trust  and  more  legal  certainty  in  the  market  and 
between Member States which lays down the foundations for its 
cross-border  use.    The  policy  options  are  therefore  fully 
coherent and complementary.  

External  coherence:  These  options,  in  particular  Option  3b  is 
coherent  with  the  international  standard  in  the  anti-money 
laundering  field,  in  particular  with  FATF  recommendation  24, 
which requires registration of all companies in business registers 
and  availability  of  basic  information  about  companies.  These 
options also ensure that the company data is adequate, accurate 
and up-to-date. Finally, in particular option 3b contributes to all 
initiatives on taxation, the current  sanctions against  Russia and 
Belorussia  and,  in  general,  to  all  areas  (e.g.  social  policy, 
transportation) where trustworthy company data is needed.  

Policy options to enable direct use of company data from business registers in cross-
border situations 

  Policy Option 4a - Requirement to apply once-only principle (no resubmission of 
company information) when a company from a Member State sets up subsidiaries 
or branches in other Member States 

  Policy Option 4b – Option 4a + harmonised company extract containing a common 
set of company data and  mutual recognition  principle for certain company data 

  Policy Option 4c - Option 4b + abolition of formalities e.g. apostille 

Unit 
of 
measurement 

PO4a 

PO4b  PO4c  Motivation 

Score 1-5  

3 

4 

5 

Internal  coherence: 
these  options  are  in  particular 
complementary  to  and  dependent  on  options  3.  The 
facilitation  of  cross-border  use  of  company  data  will 
depend  on  the  trust  of  such  data  and  trust  between 
Member  States.  These  options  are  thus  fully  coherent 
with the other elements of the proposal.  

External coherence: these options, in particular option 4c 
contribute  to  the  objective  of  the  Communication  2030 
Digital  Compass:  the  European  way  for  the  Digital 
Decade  to  provide  online  key  public  services  online  for 
European  businesses.  It  also  contributes  to  removing 

125 

 
 
 
 
the  objective  of 

remaining unjustified barriers and administrative burdens 
in  the  Single  Market  as  described  in  the  European 
Council conclusions of 24-25 March 2022. The initiative 
pursues 
the  Public  Documents 
Regulation by removing unnecessary formalities (such as 
apostilles)  for  companies  in  cross-border  situations, 
similarly  to  how  it  was  achieved  by  that  Regulation  for 
citizens.  Finally,  there  is  no  coherence  issue  with  the 
Single  Digital  Gateway  Regulation  which  provides  for 
online  cross-border  administrative  procedures  but 
excludes from its scope company law procedures. 

2.5.  OVERVIEW OF THE ASSESSMENT OF THE OPTIONS  

2.5.1 Multi-criteria Analysis 

To  compare  the  policy  options  in  their  relative  impacts,  we  have  performed  a  Multi-
Criteria Analysis (MCA). As it is an integrative framework, the MCA allows us to include 
all retained policy options and assess them against the identified impacts. To build up the 
analysis we have relied on the following two components: 

1)  The scores assigned to each Policy Option against the impacts. The scoring system 
is represented on a scale 0-5 and it is based on the in-depth analysis of the available 
evidence of the impacts  

2)  The weights assigned to each impact represent the relative importance assigned to 
them.  As,  for  example,  a  score  of  3  for  the  administrative  burden  imposed  on 
businesses (which is a one-off cost) is not equal to a score of 3 for the adjustment 
for  the  business  registers  (which  is  a  recurring  cost),  these  can  be  set-off  by  the 
weight  assigned  to  each  impact.  So  the  weights  are  impacted  by  the  stakeholders 
that they are related to the nature of the impact (one-off or recurrent) and the link to 
the policy objectives.  To ensure robustness,  we have taken two approaches  in  the 
distribution of weights: 

a.  Approach  1:  A  weight  of  30%  for  Effectiveness,  60%  for  Efficiency  and 
10% for Coherence. Under this approach we assume efficiency gains are the 
ultimate  goal  of  the  initiative  and  a  higher  weight  ensures  these  constitute 
the focal point in our analysis.  

i.  From  the  60%  of  efficiency,  25%  is  assigned  to  the  costs.  The  three 
groups  of  stakeholders  that  will  support  the  costs  are  assigned 
proportional  weights:  a  higher  weight  for  the  costs  supported  by  the 
Business  registers  as  these  costs  will  be  recurring,  the  burden  being 
higher  than  for  the  businesses,  which  will  only  incur  one-off 
administrative burdens. Moreover, the costs imposed on the businesses 
are likely to be offset in a few years by the recurring benefits, that will 
continue to flow even after the off-set time, and thus, the significance of 
the  impact  is  slightly  lower.  The  burden  imposed  on  the  public 

126 

 
 
 
 
 
authorities  is  assigned  the  lowest  importance,  as  the  impact  on  the 
public authorities is not likely to be very significant 

ii.  The  remainder  of  the  35%  is  assigned  to  the  benefits.  As  mentioned 
above, efficiency gains are the ultimate goal of the initiative, the cost at 
which  they  are  achieved  being  of  slightly  less  relevance.  As  the 
efficiency gains are enjoyed by the businesses (and less by the Business 
registers  and  the  society),  the  highest  weight  (25%)  is  assigned  to  the 
reduced  Administrative  Burden  for  them,  as  well  as  the  trust  and 
transparency they will benefit from, and the ease of doing business that 
they will experience as a consequence of the initiative 

b.  Approach  2:  An  alternative  approach  for  the  distribution  of  weights  is  to 
assign equal weights to Effectiveness and Efficiency (45% for each) and the 
remaining 10% for coherence. 

i.  The  logic  behind  the  specific  distribution  of  weights  among  the 
stakeholder  and  impacts  is  identical  to  the  first  approach.  What  we 
notice is that the results of the MCA hold even after these weights have 
been  changed  to  ensure  equal  significance  for  the  effectiveness  and 
efficiency. 

3)  The total weighed score for each policy option are calculated as the scores of each 
policy options against the identified impacts, multiplied by the weight assigned to 
each specific impact. The weighted performance of the costs is subtracted from the 
benefits.  All  policy  options  lead  to  a  net  benefit,  indicating  that  the  benefits 
outweigh the costs. 

a.  Under the first scenario (30-60-10), we observe that from the first package 
of Policy Options, it is option 1c that scores highest in the MCA. From the 
second package it is Option 2b, from the third package it is option  3b and 
from the fourth package, it is option 4c.  

b.  Zooming  in  and  looking  at  the  individual  weighed  scores,  positive  scores 
can be observed in terms of effectiveness, coherence, and efficiency for the 
businesses  and  the  society,  and  a  slight  efficiency  loss  for  the  Business 
registers.  In  other  words,  the  sizeable  efficiency  gains  experienced  by  the 
businesses come at a small cost for the Business registers. 

c.  When we look at the results per stakeholder (businesses, business registers 
and  society  as  a  whole)  we  can  see  that  businesses  and  society  always 
experience a net benefit, and that business registers have a mixed result. In 
other words, there will be a trade-off between businesses and society on the 
one hand and the business registers on the other hand.  

d.  Under  the  second  scenario  (45-45-10),  the  results  hold.  The  same  policy 
options  (as  under  the  first  scenario)  are  the  preferred  options  in  each 
scenario, this time with even higher scores. The main change observed is a 
reduction  in  the  losses  of  the  BR,  as  compared  to  the  first  scenario.  This 
means  that the benefits  enjoyed by the business  and the society  come  at  a 
slightly lower cost than under the first scenario. 

127 

 
 
 
First scenario 30-60-10 

Weight 

PO1a 

PO1b 

PO1c 

PO2a 

PO2b 

PO3a 

PO3b 

PO4a 

PO4b 

PO4c 

EFFECTIVENESS (30) 

SO1:  More  reliable 
data 
company 
available 
in  BR 
and/or BRIS 
Enabling 
SO2: 
cross-border  use  of 
company 
information in BR  

EFFICIENCY (60) 

Benefits for businesses  

15% 

15% 

Trust 
and 
transparency  in  the 
market 

Ease 
doing 
of 
business  and  access 
to the  market 

Administrative 
burden reduction 

Costs for businesses 

Administrative 
burden 
increase(one-off 
cost) 

7,50% 

7,50% 

10,00% 

8,33% 

Benefits for Business Registers  

Savings  related  to 
operational costs 

2,50% 

Benefits for other public authorities  

Savings  related  to 
operational  cost  for 
other 
public 
authorities 

2,50% 

2 

1 

2 

1 

0 

0 

2 

2 

Costs for business registers/public authorities  

Adjustment 
for 

costs 
business 

5,56% 

2 

3 

2 

3 

2 

0 

2 

2 

3 

2 

5 

3 

4 

2 

0 

4 

2 

3 

2 

3 

2 

3 

1 

1 

0 

2 

2 

0 

4 

4 

4 

3 

0 

0 

2 

4 

2 

1 

3 

2 

3 

1 

0 

2 

0 

1 

2 

4 

3 

4 

4 

0 

2 

2 

2 

2 

5 

3 

5 

5 

0 

2 

3 

2 

4 

2 

4 

1 

1 

0 

3 

3 

0 

3 

2 

3 

2 

0 

0 

1 

3 

2 

128 

 
 
 
  
registers 

Enforcement  costs 
for 
business 
registers 
Adjustment 
for 
other 
authorities 

costs 
public 

5,56% 

5,56% 

0 

0 

Benefits for society at large (i.e. consumers)  

Fight  against  fraud 
and abuse 

1,67% 

Digital economy 

1,67% 

2 

1 

0 

3 

1,67% 

10% 

Functioning  of  the 
internal market 

COHERENCE (10) 

Coherence 

TOTAL 

Effectiveness 

Efficiency 

Coherence 

Total 

Effectiveness 
Effiency 
businesses 

Efficiency BR 

Efficiency PA 
Efficiency 
Society 
Coherence 

Total 

0 

0 

3 

2 

0 

4 

0 

0 

4 

2 

0 

5 

0 

0 

2 

3 

0 

4 

0 

0 

3 

3 

0 

5 

1 

0 

3 

1 

0 

4 

2 

0 

4 

1 

0 

4 

0 

1 

2 

3 

0 

3 

0 

2 

3 

4 

0 

4 

0 

2 

3 

4 

0 

5 

100,00% 

1,013889 

1,455556 

1,93056 

1,733333 

2,125 

1,525 

2,13611 

1,397222 

2,219444 

2,66944 

30% 
60% 
10% 
100% 

30% 

33% 

0,450 
0,264 
0,300 
1,014 

0,750 
0,306 
0,400 
1,456 

1,200 
0,231 
0,500 
1,931 

0,750 
0,583 
0,400 
1,733 

0,900  0,750 
0,725  0,375 
0,500  0,400 
2,125  1,525 

1,200 
0,536 
0,400 
2,136 

0,600 
0,497 
0,300 
1,397 

0,900 
0,919 
0,400 
2,219 

1,050 
1,119 
0,500 
2,669 

0,450 

0,750 

1,200 

0,750 

0,900  0,750 

1,200 

0,600 

0,900 

1,050 

0,225 

0,208 

0,117 

0,400 

0,475  0,375 

0,525 

0,475 

0,925 

1,100 

13,61% 
8,06% 

-0,061 
0,050 

-0,061 
0,050 

-0,061 
0,050 

5,00% 
10% 
100% 

0,050 
0,300 
1,014 

0,083 
0,400 
1,456 

0,100 
0,500 
1,931 

0,050 
0,050 

0,083 
0,400 
1,733 

-
0,075 
0,092 
0,075  0,075 

-0,172 
0,100 

-0,006 
-0,056 

-0,061 
-0,061 

-0,061 
-0,036 

0,100  0,067 
0,500  0,400 
2,125  1,525 

0,083 
0,400 
2,136 

0,083 
0,300 
1,397 

0,117 
0,400 
2,219 

0,117 
0,500 
2,669 

129 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
  
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
 
 
 
 
Efficiency 
60% 

Businesses 
8,3% 

AB 

Costs 
25% 
BR 
11,11% 

PA 
5,56% 

Adjustment 
costs BR 

Enforcement 
costs BR 

Adjustment 
costs PA 

8,33% 

5,56% 

5,56% 

5,56% 

Businesses 
25% 
Ease  of 
doing 
business 
7,50% 

AB 
reduction 
10,00% 

Trust 
& 
transp. 
7,50% 

Benefits 
35% 
BR/PA 
5,00% 

Society 
5,00% 

Op. 
Savings 
BR 

Op. 
Savings 
PA 

2,50% 

2,50% 

Fight 
against 
fraud 

Digital 
econ. 
1,67%  1,67% 

Functioning 
int. Market 
1,67% 

Coherence 
10% 

Effectiveness 
30% 

SO1 
15% 

SO2 
15% 

Second scenario 45-45-10 

Weight  PO1a  PO1b  PO1c  PO2a  PO2b  PO3a  PO3b  PO4a  PO4b  PO4c 

EFFECTIVENESS (45) 
SO1:  More  reliable 
data 
company 
available 
in  BR 
and/or BRIS 
SO2: 
Enabling 
cross-border  use  of 
company 
information in BR  
EFFICIENCY (45) 

22,50% 

22,50% 

2 

1 

3 

2 

5 

3 

3 

2 

4 

2 

3 

2 

4 

4 

1 

3 

2 

4 

2 

5 

Benefits for businesses 

130 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
Trust 
and 
transparency  in  the 
market 

doing 
of 
Ease 
business and access 
to the  market 
Administrative 
burden reduction 

5,00% 

5,00% 

10,00% 

Administrative 
burden 
increase(one-off 
cost) 
Benefits for Business Registers 

6,67% 

2 

1 

0 

0 

3 

2 

0 

2 

4 

2 

0 

4 

3 

1 

1 

0 

Savings  related  to 
operational costs 

1,25% 

2 

2 

2 

2 

Benefits for other public authorities 
Savings  related  to 
operational  cost  for 
other 
public 
authorities 

1,25% 

2 

3 

3 

2 

Costs for business registers/public authorities 

costs 
business 

Adjustment 
for 
registers 
Enforcement  costs 
for 
business 
registers 
costs 
Adjustment 
for  other  public 
authorities 

4,44% 

4,44% 

4,44% 

2 

0 

0 

Benefits for society at large (i.e. consumers) 

Fight  against  fraud 
and abuse 

0,83% 

Digital economy 

0,83% 

2 

1 

2 

0 

0 

3 

2 

2 

0 

0 

4 

2 

0 

0 

0 

2 

3 

4 

2 

1 

0 

3 

3 

0 

0 

0 

3 

3 

2 

3 

1 

0 

2 

0 

1 

0 

1 

2 

3 

3 

4 

4 

0 

3 

5 

5 

6,67% 

0 

2 

2 

2 

3 

2 

0 

2 

3 

4 

2 

0 

2 

3 

4 

4 

3 

0 

0 

2 

4 

2 

2 

0 

4 

1 

3 

2 

0 

0 

1 

3 

2 

1 

0 

3 

1 

131 

 
 
Functioning  of  the 
internal market 

COHERENCE (10) 

Coherence 

TOTAL 

0,83% 

10% 

0 

3 

0 

4 

0 

5 

0 

4 

0 

5 

0 

4 

0 

4 

0 

3 

0 

4 

0 

5 

100,00% 

1,111 

1,657 

2,357 

1,917 

2,375 

1,725 

2,489 

1,528 

2,431 

2,918 

Effectiveness 

Efficiency 

Coherence 

Total 

45% 
45% 
10% 
100% 

0,68 
0,14 
0,30 
1,11 

1,13 
0,13 
0,40 
1,66 

1,80 
0,06 
0,50 
2,36 

1,13 
0,39 
0,40 
1,92 

1,35 
0,53 
0,50 
2,38 

1,13 
0,20 
0,40 
1,73 

1,80 
0,29 
0,40 
2,49 

0,90 
0,33 
0,30 
1,53 

1,35 
0,68 
0,40 
2,43 

1,58 
0,84 
0,50 
2,92 

Effectiveness 

Effiency 
businesses 

Efficiency BR 

Efficiency PA 

Efficiency Society 

Coherence 

Total 

45% 

0,68 

1,13 

1,80 

1,13 

1,35 

1,13 

1,80 

0,90 

1,35 

1,58 

27% 
10,14% 
5,69% 
2,50% 
10% 
100% 

0,15 
-0,06 
0,03 
0,03 
0,30 
1,11 

0,12 
-0,06 
0,04 
0,04 
0,40 
1,66 

0,03 
-0,06 
0,04 
0,05 
0,50 
2,36 

0,30 
0,03 
0,03 
0,04 
0,40 
1,92 

0,40 
0,04 
0,04 
0,05 
0,50 
2,38 

0,25 
-0,12 
0,04 
0,03 
0,40 
1,73 

0,35 
-0,15 
0,05 
0,04 
0,40 
2,49 

0,35 
-0,02 
-0,04 
0,04 
0,30 
1,53 

0,75 
-0,06 
-0,06 
0,06 
0,40 
2,43 

0,90 
-0,06 
-0,05 
0,06 
0,50 
2,92 

Efficiency 
45% 

Costs 
20,0% 
BR 
8,89% 

Adjustment 
costs BR 

Enforcement 
costs BR 

Businesses 
6,67% 

AB 

PA 
4,44% 
Adjustment 
costs PA 

Trust 
& 

Businesses 
20,00% 
Ease  of 
doing 

AB 
reduction 

Benefits 
25,0% 
BR/PA 
2,50% 

Society 
2,50% 

Op. 
Savings 

Op. 
Savings 

Fight 
against 

Digital 
econ. 

Functioning 
int. Market 

132 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
  
  
  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
 
 
 
 
 
 
6,67% 

4,44% 

4,44% 

4,44% 

5,00% 

5,00% 

10,00% 

1,25% 

1,25% 

0,83%  0,83% 

0,83% 

transp.  business 

BR 

PA 

fraud 

Effectiveness 

45% 

SO1 
22,50% 

SO2 
22,50% 

Coherence 

10% 

133 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.5.2 Sensitivity analysis 

The  administrative  burdens  imposed  or  reduced  by  the  various  policy  option  are  calculated  by 
applying the Standard Cost Model. In order to verify the robustness of our initial SCM results, we 
have performed 12 partial sensitivities in which we varied the following parameters: 

1. 

The  cost  of  making  the  information  on  the  structure  of  group,  parent  company,  place  of 
management and place of economic activity 

a. 

b. 

If the out-of-pocket costs is €10 instead of €20, the administrative burden for the policy 
options under Package 4 does not change. The administrative burden for options 1b and 
1c decreases by approximately 45% 
If the cost is €30 instead of €20, only the administrative burden for policy options 
1b and 1c increases by approximately 45% 

2. 

The number of LLCs: 

a. 

b. 

If the number of LLCs decreases by 10%, the burden imposed by policy option 1c 
and 4b and 4c will decrease by approximately 10%  
Conversely, if the number of LLCs increases by 10% the burden imposed by policy 
options 1c, 4b and 4c will increase by approximately 10% 

3.  Number of branches: 

a. 

b. 

If the number of branches decreases by 10%, the administrative burden imposed by 
option  4a  decreases  by  approximately  5.5%,  that  of  option  4b  by  approximately 
0.1%  and that of option 4c by less than 0.1% 
In a similar fashion, if the number of branches increases by 10%, the administrative 
burden imposed by option 4a increases by approximately 5.5%, that of option 4b by 
approximately 9.7%  and that of option 4c by less than 0.1% 

4. 

Tariff lawyer: 

a. 

b. 

c. 

If the tariff of a lawyer for setting up a subsidiary decreases from €350  to €150, the 
burden  imposed  by  option  4a  decreases  by  21.7%,  that  of  option  4b  by 
approximately 0.5% and that of option 4c by 0.37% 
If the tariff increases from  €350 to  €500, the burden under option 4a decreases by 
16%, under 4b by 0.37% and under 4c by 0.28% 
If the tariff of a lawyer for assisting in filing an extract changes from €150 to €300, 
the  burden  imposed  by  option  4b  will  increase  by  approximately  36%,  and  that 
imposed by 4c will increase by 40% 

5. 

The number of companies that request extracts annually: 

a. 

b. 

If the number decreases from  10% to 5%, the burden under 4a decreases by  31% 
and under 4c by approximately 37% 
If the number increases from 10% to 20% the burden imposed by 4a increases by 
62% and that imposed by 4c increases by a staggering 71% 

6.  Number of pages that need to be translated 

a. 

If the number of extract pages that need to be translated increases from  3 to 5, the 
burden  imposed  by  option  4a  increases  by  5.3%,  that  imposed  by  option  4b 
increases by 23.8% and that imposed by option 4c increases by approximately 18%. 

We observe thus, that options 1b and 1c are significantly sensitive if the filing cost for an extract 
would change and option 1c is moderately sensitive to changes in the number of LLCs. However, 
even  with  the  higher  filing  costs,  the  option  c  is  still  a  net  positive  to  society  and  the  preferred 
option.  

134 

 
 
The  policy  options  under  package  4,  especially  options  4b  and  4c  show  limited  sensitivity  if  the 
number of branches or the tariff for a lawyer for setting up a subsidiary would change, but quite a 
significant sensitivity if the tariff for a lawyer for assisting in filing an extract, or if the number of 
companies that request extracts annually would change. A more limited impact would be generated 
by  a  change  in  the  number  of  pages  that  need  to  be  translated  for  an  extract.  Irrespective  of  the 
changes in the basic assumptions, option 4c still remains a net positive to society and the preferred 
option.  This  shows  robustness  of  the  results  and  that  even  though  the  assumptions  (which  are 
carefully deliberated) can change significantly and not impacting the outcome.  

Policy Option 

1a 

Sensitivit
y analysis  Basis scenario 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

Filing cost = 10 euro 

Filing cost = 30 euro 

LLC -10% 

LLC +10% 

#branches -10% 

#branches +10% 

Lawyer  cost  setting  up 
= 150 euro/hour 

Lawyer  cost  setting  up 
= 500euro/hour 

of 

companies 
extract 

Lawyer  cost  for  extract 
= 300 
5% 
request 
annually 
20% 
of 
request 
annually 

companies 
extract 

5 pages translation 
brighter colours = values change 

/ 

/ 

/ 

/ 

/ 

/ 

/ 

/ 

/ 

/ 

/ 

/ 

/ 

4a 

€ 
7.535.31
5 
€ 
7.535.31
5 
€ 
7.535.31
5 
€ 
7.535.31
5 
€ 
7.535.31
5 
€ 
7.121.08
5 
€ 
7.949.54
6 
€ 
5.898.11
5 
€ 
8.763.21
5 
€ 
7.535.31
5 
€ 
7.535.31
5 
€ 
7.535.31
5 
€ 
7.941.13
6 

4b 

4c 

€ 
329.849.29
0 
€ 
329.849.29
0 
€ 
329.849.29
0 
€ 
297.522.74
8 
€ 
361.964.39
9 
€ 
329.329.34
3 
€ 
330.157.80
4 
€ 
328.106.37
4 
€ 
330.971.47
4 
€ 
447.992.36
9 
€ 
227.261.28
5 
€ 
534.708.15
2 
€ 
408.311.84
8 

€ 
437.885.29
1 
€ 
437.885.29
1 
€ 
437.885.29
1 
€ 
394.723.25
7 
€ 
480.765.02
2 
€ 
437.329.90
9 
€ 
438.158.37
0 
€ 
436.106.94
0 
€ 
438.972.04
0 
€ 
615.117.33
2 
€ 
281.261.56
8 
€ 
750.709.28
4 
€ 
516.312.41
4 

1b 
 €         
643.10
5  

€ 
351.88
8 
€ 
934.32
3 
€ 
643.10
5 
€ 
643.10
5 
€ 
643.10
5 
€ 
643.10
5 
€ 
643.10
5 
€ 
643.10
5 
€ 
643.10
5 
€ 
643.10
5 
€ 
643.10
5 
€ 
643.10
5 

1c 

€ 
311.413.15
7 
€ 
170.339.62
2 
€ 
452.281.06
5 
€ 
279.974.41
3 
€ 
342.646.27
4 
€ 
311.413.15
7 
€ 
311.413.15
7 
€ 
311.413.15
7 
€ 
311.413.15
7 
€ 
311.413.15
7 
€ 
311.413.15
7 
€ 
311.413.15
7 
€ 
311.413.15
7 

135 

 
 
 
 
 
 
 
 
 
ANNEX 5: INTERVENTION LOGIC 

136 

Policy options are addressing the drivers (i.e. causes of the problems) in order to meet the specific objectives and the general objectives:   Company data dispersed in different places or not available in business registers and/or cross-border through BRIS  GENERAL OBJECTIVES Limited functionalities in BRIS (e.g. search facilities, no interconnection with other interconnection systems) Different intensity and procedures in Member States to verify the correctness of company data before entered in business registers Company data originating from other Member States’ business registers not recognised cross-border and subject to formalities  Divergent company extracts Direct use of company data hindered/not possible  - when setting up cross-border branches/ subsidiaries  - in all cross-border activities and situations including administrative and court procedures   Increasing the amount and improving the reliability of company data available in business registers and/or BRIS  SPECIFIC OBJECTIVES Reliable company data not sufficiently available and/or comparable cross-border PROBLEM DRIVERS Enabling direct use of company data available in business registers when setting up cross-border branches/subsidiaries and in other cross-border activities and situations  POLICY OPTIONS PROBLEMS Enhanced transparency and trust in the business environment  Easier cross-border expansion for SMEs Policy options 1: Making more company data available in business registers and/or BRIS  More effective EU action against abuse and fraud   More Integrated and Digitalised Single Market More digitalised and connected cross-border public services for companies  Policy options 2: Interconnecting BRIS with other systems and enabling better searches Policy options 3: Ensuring adequate verification of company data before it is entered into the business registers Policy options 4: Enabling direct use of company data from business registers in cross-border situations  
ANNEX 6: NUMBER OF COMPANIES, BRANCHES AND SUBSIDIARIES 

The calculations are based on three different sources:  

  Business register’s data (2022) 
  Figures from Mutual evaluation reports of FATF and MONEYVAL (2014-2022) for those 

Member States where those reports/figures exist 

  ORBIS database (2022) 

Where it was available, the number is based on the business register’s data. In other cases, the data 
is  based  either  on  the  FATF/MONEYVAL  data  or  on  ORBIS  data.  The  various  sources  were 
compared to verify if the data is plausible. To be noted that the numbers are dynamic as every day 
new  companies  are  created  and  cease  to  exist.  Therefore,  it  is  never  possible  to  give  a  precise 
figure, this data is an estimation based on available information. 

The  Eurostat  calculates  the  number  of  enterprises  (i.e.  groups  calculated  as  one  entity),  thus,  the 
lower numbers. The Business Demography Statistics define enterprise as ‘the smallest combination 
of  legal  units  that  is  an  organisational  unit  producing  goods  or  services,  which  benefits  from  a 
certain  degree  of  autonomy  in  decision-making,  especially  for  the  allocation  of  its  current 
resources.  An  enterprise  carries  out  one  or  more  activities  at  one  or  more  locations’1.  An 
enterprise may thus be a sole legal unit but also a combination of legal units.  

For partnerships the main types were considered (general and limited). Non-commercial or sector-
specific partnerships are not included. In certain cases, only the active partnerships were calculated, 
where this information was available. 

137 

 
 
 
 
1. Number of limited liability companies in the European Union 

Public limited companies 

Private limited companies 

TOTAL (public + private) 

Member 
State 

ORBIS  

Business 
Register  

FATF/ 
MONEYV
AL166 

ORBIS  

Business 
Register  

FATF/ 
MONEYV
AL 

ORBIS 

Business 
Register 

FATF/ 
MONEYV
AL 

Total  used 
for this IA 

Most accurate 
figure considered, 
mainly the 
business 
registers’ data 

Eurostat 

EU-27 

448.989 

15.707.214 

16.353.232 

15.771.679 

9 432 410 

AT 

BE 

BG 

HR 

CY 

CZ 

DK 

EE 

FI 

FR 

DE 

EL 

HU 

1.830 

80.254 

11.626 

663 

428 

26.422 

34.179 

2.285 

333 

24.660 

20.077 

36.151 

67 

1.261 

99.703 

286 

726 

565 

27.099 

34.865 

2.769 

292 

- 

13.413 

49.662 

8.284 

12.800 

- 

562 

26.368 

37.620 

- 

- 

32.604 

13.689 

36.327 

49 

1.591 

201.430 

179.978 

137.840 

203260 

181.239 

139.431 

181.239 

116.437 

470.483 

514.875 

352.330 

550.737 

614.578 

468.767 

614.578 

769.147 

154 071 

776.108 

116.198 

765.609 

- 

780.773 

154.734 

776.394 

116.924 

778.409 

133.596 

776.394 

116.924 

194.990 

179.990 

215.346 

195.418 

180.555 

215.908 

180.555 

451.550 

314.877 

517.558 

317.384 

442.110 

214.168 

477.972 

349.056 

544.657 

352.249 

468.478 

251.788 

243.897 

241.181 

268.312 

262.380 

- 

- 

246.182 

243.950 

- 

268.645 

262.672 

275.006 

262.672 

544.657 

352.249 

243.950 

105 253 

416 485 

285 113 

108 636 

37 822 

279 705 

133 122 

85 026 

175 768 

2.624.440 

2.745.031 

2.649.100 

- 

2.777.635 

2.777.635 

2 344 125 

1.836.582 

1.466.828 

1.419.590 

1.856.659 

1.480.241 

1.433.279 

1.480.241 

624 689 

42 958 

362.677 

107.716 

402.439 

51.222 

79.109 

400.794 

362.744 

157.378 

410.723 

87.549 

400.843 

157.378 

410.723 

83 658 

244 028 

166 The numbers for all Member States are not yet available. Some Member States are still undergoing their evaluations 

138 

 
 
 
 
 
 
 
 
 
 
 
 
                                                 
123 691 

915 602 

82 432 

75 918 

29 469 

12 765 

295 787 

184 941 

370 978 

513 921 

197 370 

58 047 

1 191 693 
456 366 

IE 

IT 

LV 

LT 

LU 

MT 

NL 

PL 

PT 

RO 

SK 

SI 

ES 

SE 

1.195 

34.651 

935 

33 

917 

27.830 

966 

5 

1.716 

46.824 

1.015 

372 

30.699 

32.392 

41.384 

555 

4.935 

9.546 

235 

3.262 

8.511 

27.183 

7.004 

7.011 

564 

86.112 

2.619 

597 

4.440 

- 

29.927 

10.308 

50 

464 

56.902 

2.068 

240.957 

254.526 

218.220 

242.152 

255.443 

219.936 

255.443 

1.199.540 

1.282.101 

1.545.718 

1.234.191 

1.309.931 

1.592.542 

1.309.931 

120.877 

131.858 

38 

77.797 

52.144 

5.846 

74.461 

49.493 

163.847 

124.122 

51.026 

48.129 

121.812 

132.824 

71 

5.851 

108.496 

106.853 

52.379 

50.090 

164.862 

124.494 

92.410 

48.684 

132.824 

124.494 

106.853 

50.090 

1.064.310 

1.140.033 

1.121.871 

1.067.572 

1.144.473 

1.126.806 

1.144.473 

449.754 

- 

446.732 

458.265 

- 

456.278 

456.278 

32.654 

560.019 

616.550 

365.590 

587.202 

646.477 

398.244 

646.477 

- 

7.367 

705 

1.221.277 

1.307.886 

- 

1.228.281 

1.318.194 

- 

1.318.194 

309.474 

315.803 

262.218 

316.485 

315.853 

269.585 

315.853 

78.785 

72.258 

70.245 

79.349 

72.722 

70.950 

72.722 

185.125 

1.890.991 

977.711 

2.298.912 

1.977.103 

1.034.613 

2.484.037 

1.034.613 

- 

702.866 

702.171 

- 

705.485 

704.239 

548.854 

704.239 

139 

 
 
 
 
 
 
 
 
 
2.  Number of partnerships in the European Union 

MS 

EU-27 

AT 

BE 

BG 

HR 

CY 

CZ 

DK 

EE 

FI 

FR 

DE 

EL 

HU 

IE 

IT 

LV 

LT 

LU 

ORBIS 

4.202.916 

73.940 

111.883 

10.066 

1.352 

6.659 

10.529 

26.264 

7.641 

37.357 

2.244.589 

95.594 

68.921 

106.348 

215 

520.753 

2.014 

46.353 

18.103 

Business 
register 

FATF/ 
MONEYVAL167  

66.585 

22.902 

6.115 

 257 

6.149 

11.877 

2.278 

7.940 

30.812 

-  

22.695 

162.488 

110.165 

-  

639.306 

2.499 

13 

10.382 

61.723 

41.584 

6.272 

231 

6.568 

7.137 

25.865 

-  

37.892 

64.570 

251.690 

52.796 

144.000 

1.416 

154.315 

727 

152 

992 

Total used for 
this IA 
1.743.628 
66.585 

22.902 

6.115 

257 

6.149 

11.877 

26.264 

7.940 

30.812 

64.570 

251.690 

162.488 

110.165 

1.416 

639.306 

2.499 

152 

10.382 

Eurostat 

 1 938 372  

 46 867  

 64 081  

8593 

845 

99 

5354 

13010 

627 

24238 

35254 

388477 

122456 

85446 

9941 

612274 

2210 

986 

1088 

167 The numbers for all Member States are not yet available. Some Member States are still undergoing their evaluations 

140 

 
 
 
                                                 
MT 

NL 

PL 

PT 

RO 

SK 

SI 

ES 

SE 

49 

234.621 

203.612 

4.754 

6.458 

3.047 

2.043 

252.668 

107.083 

1.469 

200.466 

 - 

1.103 

2.411 

2.542 

399 

2.000 

50.054 

1.284 

205.364 

43.292 

1.195 

 - 

2.420 

1.116 

17.491 

68.377 

1.469 

200.466 

43.292 

1.103 

2.411 

2.542 

399 

2.000 

68.377 

1753 

169213 

60326 

5921 

 2 845  

1909 

1885 

216639 

216639 

141 

 
4.  Number 

of  new 

cross-border 
branches  created  in  one  year  in 
selected countries (2008) 

BG 

CZ 

DK 

EE 

IE 

CY 

LT 

LU 

HU 

MT 

AT 

PL 

RO 

SI 

SL 

FI 

SE 

239 

297 

171 

33 

196 

95 

42 

103 

147 

36 

371 

232 

164 

18 

194 

121 

534 

Source: Impact Assessment on BRIS 2012 

3.  Number of newly created EU subsidiaries in 2021  

EU-27 

3 686 

AT 

BE 

BG 

CY 

CZ 

DE 

DK 

EE 

EL 

ES 

FI 

FR 

HR 

HU 

IE 

IT 

LT 

LU 

LV 

MT 

NL 

PL 

PT 

RO 

SE 

SI 

SK 

208 

188 

23 

89 

93 

707 

164 

32 

12 

142 

58 

460 

3 

11 

72 

207 

14 

525 

3 

63 

215 

35 

31 

14 

269 

10 

38 

Source: Supporting study 

142 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ANNEX 7: ESTIMATED COSTS - FOR ELECTRONIC COMPANY 
EXTRACTS ACROSS THE EU 

Member 
State 

Fees for an electronic company extracts in 2022, in EUR 

AT 

BE 

BG 

CY 

CZ 

DE 

DK 

EE 

EL 

ES 

FI 

FR 

HR 

HU 

IE 

IT 

LT 

LU 

LV 

MT 

NL 

PL 

PT 

RO 

SE 

SI 

SK 

3.76  

13.5  

2.56 for the first page, 1.02 for the following pages. With certificate: 1.28 for the first page, 
0.77 for the following pages 

20.0-40.0 (depending on the pace of the procedure) 

Free of charge 

Free of charge 

Free of charge 

Free of charge 

5 for certified documents 

Cost depends on the information provided. The average price is 8€ 

Free of charge since 1 August 2022 (no certificate available for pdf) 

3.4  

0.7 

4.2 (for 3 pages) (for a private company) 

2.50 per extract in pdf for non-certified 

12.50 per extract in pdf for certified 

5.0 - 15.0 (depending on the document/information) 

40.0 (for a private company) 

10.4 (electronic form) – 15.4 (electronic form with qualified signature) 

Non-certified electronic extract is available for free. Only non-certified document available. 

No electronic company extract. 0.0-20.0 (depending on the document/information, the 
information does not seem to be contained in one document). 

2.4 (uncertified) – 7.8 (certified) 

Free of charge 

5 Euros for certified online document. Non-certified document is not being provided. 

0.4 euros for non-certified document, 0.8 euros for certified document 

11.6 

Free of charge 

Free of charge 

Note: For non-euro countries,  costs are converted in euro; all costs rounded to the nearest ten.  Source: Study on the 
disclosure and cross-border use of company data, and digital developments related to company law, Milieu Consulting 
SRL, 2022, supplemented by results of the survey with business registers, 2022, DG JUST. 

143 

 
 
 
ANNEX 8: ESTIMATED COSTS FOR APOSTILLES AND CERTIFIED 
TRANSLATION ACROSS THE EU MEMBER STATES 

MS 

AT 

BE 
BG 
CY 
CZ 
DE 

DK 
EE 
EL 
ES 

FI 
FR 
HR 
HU 
IE 
IT 

LT 
LU 
LV 
MT 
NL 
PL 
PT 

RO 

SE 
SI 
SK 

Apostille fee, in 2022, in EUR 

Estimated costs for certified/sworn 
translation per page, in 2022, in EUR 

14.4 
13.7/15.5 
17.50 /35.00 
20.0 
2.6 
5.0 
14.9 
12.0/40.0 
25.0 for documents issued by federal 
authorities 
For documents issued by state authorities it 
varies depending on the Land. 
28.2 
26.8 
Free of charge 
0 – 7.5 

30.0 
Free of charge 
4.0 – 8.0 
13.5 
10.0 - 100.0 
16.0 

10.0 - 20.0 
20.0 
15.0 - 30.0 
15.0 - 20.0 
22.0 
13.00 
10.2 

0.0 – 7.1 
Free of charge- 10.0 

16.9 
2.50/5.00 
10.00 

55.0 

31.5 
24.3 
25.0 
20.2 
56.0 

55.0 
38.5 
18.6 
45.0 

35.0 
52.0 
19.6 
25.0 
24.0 
50.0 

25.0 
37.0 
18.5 
24.0 
52.2 
12.0 
42.0 

17.5 

44.5 
30.0 
15.0 

Note: For non-euro countries, costs are converted in euro. All costs are rounded to the nearest ten. 
Source: Study on the disclosure and cross-border use of company data, and digital developments related to company 
law, Milieu Consulting SRL, 2022 

144 

 
 
 
 
ANNEX 9: EU RULES IN OTHER POLICY AREAS RELATED TO THIS 
INITIATIVE  

A  number  of  other  recent  EU  initatiatives  are  relevant  for  the  initiatve  on  Upgrading 
digital company law and will be complemented by it. 

As  regards  transparency  about  companies,  the  Anti-Money  Laundering  Directive 
obliges  Member  States  to  ensure  that  corporate  and  other  legal  entities  incorporated 
within their territory obtain and hold adequate, accurate and current information on their 
beneficial ownership, including the details of the beneficial interest held. In addition, the 
AML  Directive  requires  Member  States  to  ensure  that  the  beneficial  ownership 
information is held in a central register in each Member State, for example a commercial 
register, companies register or a public register, and is made available to the public. On 
20 July 2021, the European Commission presented a package of legislative proposals to 
strengthen  the  EU’s  anti-money  laundering  and  countering  the  financing  of  terrorism 
(AML/CFT)  rules,  in  which  the  Commission  proposed  further  harmonisation  of 
beneficial  ownership  information  as  part  of  a  new  draft  AML  Regulation.  The  links 
between  the  company  law  initiative  subject  to  this  IA  and  the  AML/CFT  rules  include 
the planned interconnection of BRIS with the EU interconnection of beneficial ownership 
registers  and  that  both  initiatives  contribute  to  providing  more  transparency  about 
ownership of EU companies. 

The  Regulation  on  Public  Documents  (Regulation  (EU)  2016/1191)  ensures  the  free 
circulation  of  public  documents  within  the  Union  and,  thereby,  promoting  the  free 
movement  of  Union  citizens,  simplifying  the  existing  administrative  requirements 
relating to the presentation in a Member State of certain public documents issued by the 
authorities of another Member State. The objective of the Regulations is to cut red tape 
and  costs  for  citizens  in  such  situations.  Amongst  others,  the  Regulation  stipulates  that 
public  documents  (for  example,  a  birth  certificate,  a  marriage  notarial  act,  a  judgment) 
and their certified copies issued by the authorities of an EU country must be accepted as 
authentic  by  the  authorities  of  another  EU  country  without  the  need  of  an  authenticity 
stamp (i.e. the apostille). However, this Regulation does not cover company documents 
form the business registers. 

The Unshell initiative168, which lays down rules to prevent the misuse of entities for tax 
purposes, is a proposal in the field of taxation, under negotiation by the co-legislator. The 
main  objective  of  this  initiative  is  to  ensure  that  undertakings  lacking  a  minimal 
substance for tax purposes are not used as instruments for tax evasion or tax avoidance. 
To  achieve  this  objective,  it  introduces  reporting  requirements  for  all  undertakings  that 
do  not  meet  the  criteria  set  by  this  initiative  combined  with  a  presumption  of  minimal 
substance  and  a  possibility  of  rebuttal.  It  also  provides  for  tax  consequences,  for  an 
automatic  exchange  of  information  between  national  tax  authorities  by  making  data 
available on a Central Directory as well as potential request for the performance of a tax 
audit.  Although  the  scope  and  the  objectives  of  both  initiatives  are  different,  they  both 

168 Proposal for a COUNCIL DIRECTIVE laying down rules to prevent the misuse of shell entities for tax 
purposes and amending Directive 2011/16/EU (COM/2021/565 final). 

145 

 
 
                                                 
aim  to  contribute  to  prevention  of  abuse  and  fraud,  including  by  letterbox  companies. 
The  initiative  subject  to  this  IA  may  do  this  –  and  would  complement  the  Unshell 
initiative in this context - by making more company data available in business registers 
and in BRIS and therefore, contributing to a more effective assessment of the criteria for 
the minimal substance of companies.   

As  regards  facilitating  cross-border  information  or  procedures,  the  Single  Digital 
Gateway  facilitates  online  access  to  information,  administrative  procedures  and 
assistance services in another EU country. There is a clear distinction between the scope 
of  the  Single  Digital  Gateway  Regulation  (SDG)169  and  EU  company  law  and  the 
current initiative. SDG explicitly excludes from its scope company law procedures (such 
as  formation  of  a  company  and  filing)  by  companies  or  firms  within  the  meaning  of 
Article 54 TFEU. Furthermore, the SDG is lex generalis covering general principles and 
a wide range of  administrative procedures  while  company law is  lex specialis covering 
company  law  procedures  and  company  data  in  the  business  registers.  Furthermore,  the 
proposal  for  the  European  single  access  point  (ESAP)170  for  financial  market 
information  (currently  under  negotiation  by  the  co-legislator),  focuses  mainly  on  entity 
and product related information that is relevant mainly for investors, with the purpose of 
serving market needs. BRIS and ESAP have different intended users, accessing and using 
different information in a different way. In addition, there are different collection bodies 
with limited overlap on the data collected. The current initiative is complementary with 
both, SDG and ESAP, as underlined in the CMU Action Plan specifically for ESAP and 
BRIS.  

As  regards  access  to  data,  the  Open  Data  Directive171  requires  Member  States’  public 
authorities  to  provide  access  to  data  to  the  public  for  re-use.  Annex  I  of  the  Directive 
includes “Companies and company ownership” data among the high-value data sets that 
Member States have to make available free of charge, provided as a bulk download and 
in  machine-readable format. The  Implementing  Regulation  is  being prepared to  specify 
which specific data has to be provided as high-value dataset. However, the scope and the 
objective  of  the  Open  Data  Directive  is  different  than  this  initiative.  The  Open  Data 
Directive  regulates  the  re-use  of  data  held  by  Member  States’  public  authorities  for 
commercial  or  non-commercial  purposes.  This  initiative  (and  EU  company  law  in 
general) harmonises disclosure requirements and makes company data (which has legal 
value) publically available in business registers and in BRIS (transparency) and aims to 
enable  the  use  of  such  data  in  cross-border  situations.  In  addition,  BRIS  is  out  of  the 
scope of the Open Data Directive as it is a European level inter-connection. 

As  regards  digital  means  used  for  cross-border  company  law  procedures,  the  eIDAS 
Regulation172 and its revision173 is very relevant as it provides a regulatory environment 
to  enable  secure  and  seamless  electronic  interactions  between  businesses,  citizens  and 

169 Regulation (EU) 2018/1724 
170  Proposal  for  a  REGULATION  OF  THE  EUROPEAN  PARLIAMENT  AND  OF  THE  COUNCIL 
establishing a European single access point providing centralised access to publicly available information 
of relevance to financial services, capital markets and sustainability (COM/2021/723 final) 
171 Directive (EU) 2019/1024 
172 Regulation (EU) 910/2014 
173 COM(2021) 281 final 

146 

 
 
                                                 
public  authorities,  in  particular  by  electronic  identification  schemes  (eIDs)  to  access 
public  services  in  other  EU  countries  and  creating  a  European  internal  market  for 
electronic  trust  services.  The  Regulation  and  its  revision  are  closely  linked  with  the 
current initiative as they provide the rules on technical means for electronic identification 
in company law (as to many other procedures as well). Already the 2019 Digitalisation 
Directive  refers  to  the  eIDAS  Regulation  using  e-identification  and  trust  services  in 
company law procedures. The new initiative will have to be aligned with the new digital 
means  (e.g.  the  European  Digital  Identity  Wallet)  introduced  as  part  of  the  ongoing 
revision  of  the  eIDAS  framework.  The  enhanced  digital  means  in  the  eIDAS  revision 
will extend the possibilities also in company law procedures.  

Finally,  the  work  has  been  ongoing  and  will  continue  to  be  developed  at  EU  level  as 
regards  interoperability  within  the  public  sector  in  general.  The  Commission  has  been 
running interoperability support programmes since 1995, now part of the Digital Europe 
Programme.  The  European  Interoperability  Framework  (EIF)  and  the  Interoperability 
Solutions for European Public Administrations (ISA) programme were evaluated recently 
in 2020-2021174 and the Commission put forward the Interoperable Europe Act proposal 
and  its  accompanying  Communication  to  strengthen  cross-border  interoperability  and 
cooperation in the public sector across the EU in November 2022175. 

174  See  ISA2  programme  final  evaluation,  COM/2021/965,  SWD/2021/965.  EIF  final  evaluation  is  to  be 
published in Q4 2022. 
175 New Interoperable Europe Act (europa.eu) 

147 

 
 
 
 
                                                 
ANNEX 10: OPTIONS DISCARDED AT AN EARLY STAGE  

The following policy options were considered but discarded at an early stage:  

a)  Making information about co-operatives available via BRIS 

In  general,  from  the  consultative  activities  it  appeared  that  there  was  interest  from 
stakeholders to have information about cooperatives available at EU level. 45% of those 
replying  to  the  public  consultation  were  in  favour  of  having  more  information  about 
cooperatives available at EU level; similarly, over 50% of respondents to the supporting 
study  survey  thought  that  this  would  be  beneficial  to  a  very  large  or  large  extent. 
However, although a number of Member States have information about  cooperatives in 
their national companies register176, this is not the case for all. For instance, in Spain only 
insurance and credit cooperatives are entered into the companies register while others are 
kept in a special register for cooperatives (Registro de sociedades cooperativas) or even 
in  regional  registers  only.  While  companies’  registers  are  all  connected  to  BRIS,  there 
would  be  difficulties  and  costs  in  practice  to  connect  the  information  about  all 
cooperatives to BRIS. This could lead to a situation whereby stakeholders might not be 
able  to  access  information  about  same  cooperatives  in  different  Member  States,  and  it 
could  be  difficult  or  impossible  to  provide  such  information  through  comparable, 
multilingual format in BRIS or provide for the cross-border co-operation i.e. cross-border 
exchanges. 

Furthermore,  there  can  be  agricultural,  consumers,  workers,  housing  or  banking 
cooperatives,  which  may  be  differently  regulated  and  thus  add  to  the  complexity177.  In 
addition, although cooperatives can play an important role in the economy, in particular 
in some countries such as Nordic countries178, they are less numerous than partnerships 
and  often  of  local  relevance.  Therefore,  it  appears  appropriate  to  exclude  cooperatives 
from this initiative and consider them, and possibly other entities, in the future.   

b)  Interconnecting BRIS with the Land Registers Interconnection (LRI) 

This option relates to creating an interconnection between BRIS and the Land Registers 
Interconnection (LRI) so that information about real estate assets owned by a particular 
company  could  be  also  available,  as  provided  by  national  land  or  cadastre  registers. 
However,  this  interconnection  system  is  still  being  developed.  It  is  an  ongoing  project 
funded by the European Union’s Justice Programme, which Members States can join on 
a voluntary basis179. So far, Austria, Estonia and Latvia have joined the platform and the 
prospective  service  is  available  as  a  demo,  and  the  objective  is  for  all  Member  State 

176 e.g. AT, DK, FR, LT, LU, NL, NO or PL 
177  Study  carried  out  for  the  EESC  “Recent  evolutions  of  the  Social  Economy  in  the  European 
Union; Microsoft Word - 17_393_FINAL STUDY (europa.eu)  
178  For  example,  Arla  Foods  is the  fifth-largest  dairy  company  in  the  world  and  a  cooperative  owned  by 
more than 12500 dairy farmers. 
179 https://lri-ms.eu/ 

148 

 
 
                                                 
registers  to  join  by  2024180.  In  addition,  there  was  much  lower  support  among 
respondents  in  the  consultation  activities  for  this  interconnection  as  compared  to 
interconnecting BRIS with interconnection of beneficial ownership registers (BORIS) or 
of  insolvency  registers  (IRI).  For  instance,  35%  of  those  replying  to  the  public 
consultation thought it would be useful to connect BRIS with the EU interconnection of 
land registers as compared to 70% and 61% in favour of connecting with BORIS and IRI, 
respectively181;  some  also  expressed  doubts  about  the  interconnection  due  to  different 
subject matter of both systems. 

Taking into account the views of stakeholders and that this interconnection is still being 
developed, the option was discarded as premature. It appears appropriate to first focus on 
interconnecting BRIS with the EU level interconnections that are more developed and to 
possibly consider a connection with LRI in the future.  

c)  Introducing harmonised rules for fully online formation for partnerships 

Another  discarded  option  relates  to  introducing  new  harmonised  rules  allowing  in 
particular  for  fully  online  registration  of  partnerships.  In  the  consultative  activities, 
stakeholders’  views  were  mixed.  While  42  out  of  58  respondents  to  the  public 
consultation  were  in  favour,  some  others  raised  doubts.  In  particular,  some  national 
authorities and notaries argued that no new fully online procedures should be introduced 
before the fully online registration and filing for limited liability companies, introduced 
by  the  Digitalisation  Directive  was  transposed  by  Member  States  and  evaluated. 
Similarly,  in  the  surveys  carried  out  during  the  supporting  study,  responding  legal 
practitioners  and  business  registers  expressed  mixed  opinions  on  the  extent  to  which 
being able to form a partnership online in all Member States would bring benefits at EU 
level182.  

Taking into account that there was no clear call from stakeholders on this, the option was 
eventually  discarded  as  premature  –  as  the  existing  EU  law  does  not  have  any 
harmonised  rules  on  partnerships  (not  even  on  disclosure/information),  it  appears 
appropriate to first focus on harmonising disclosure requirements about those entities in 
business  registers  before  any  rules  on  on-line  procedures  for  partnerships  would  be 
introduced.  Also,  it  appears  useful  to  first  gain  experience  from  the  application  of  the 
rules on fully on-line procedures for limited liability companies under the Digitalisation 
Directive.  

d)  Introducing measures for virtual registered offices at EU level 

180  As  set  out  in  the  Communication  on  “Digitalisation  of  justice  in  the  European  Union.  A  toolbox  of 
opportunities”;  Commission  report  assessing  the  necessity  and  proportionality  of  harmonising  the 
information  included  in  the  real  estate  registers  and  assessing  the  need  for  the  interconnection  of  those 
registers, COM(2022) 87 final. 
181 Similarly, less respondents responding to the surveys for the supporting study were in favour, e.g. 35% 
business  registers  thought  that  interconnection  with  the  land  registers  would  be  to  some  or  large  extent 
useful as compared to 65% for BORIS and 61% for IRI.   
182 [more detailed information to be added from the next report by the contractor] 

149 

 
 
                                                 
Another  discarded  option  relates  to  introducing  certain  safeguards  in  relation  to  the  so 
called “virtual registered office”.  

Overall,  in  the  consultative  activities,  views  of  stakeholders  about  virtual  registered 
offices  varied.  For  instance,  45%  (17  out  of  38)  of  stakeholders  responding  to  this 
question  in  the  public  consultation  considered  the  overall  impact  of  companies  using 
virtual  registered  offices  as  negative.  Use  of  virtual  registered  office  to  facilitate 
fraudulent/abusive behaviour and money laundering were mentioned. On the other hand, 
34% (13 out of 38) saw it as a positive and examples such as some reducing overheads 
for  small  companies  and  start-ups  were  mentioned.  Some  doubts  about  the  latter  were 
also raised by some national authorities.  

This  option  was  discarded  as  premature.  The  concept  of  virtual  registered  office  is 
complex,  and  the  consultations  show  that  stakeholders  understand  it  in  different  ways. 
The  research  carried  out  in  the  preparatory  work  for  this  impact  assessment,  and  in 
particular in the supporting study, shows that from a legal perspective, all Member State 
business registers require a physical location for a registered office183 and that therefore, 
there are no legal frameworks in place in the EU yet that allow a company to have a fully 
virtual  registered  office.  Even  under  Estonia’s  e-residency  programme,  Estonian  law 
requires  a  legal  address,  a  bank  account  and  a  contact  person  residing  in  Estonia  not 
allowing in practice the creation of a virtual registered office despite all procedures for 
the creation of the company being online. Therefore, it is considered that further research 
and  consultations  are  required  to  fully  assess  the  phenomenon  from  all  different 
perspectives before proposing any intervention at EU level.  

183 Supporting study 

150 

 
 
 
 
 
                                                 
ANNEX 11: BUSINESS REGISTERS INTERCONNECTION SYSTEM 
(BRIS)  

1.  WHAT IS BRIS 

BRIS is the mandatory interconnection of all EU Member States’ business registers. 

Activated  in  2017,  BRIS  currently  covers  approximately  16  million  limited  liability 
companies and their branches in the EU. In addition, EEA countries are also connected to 
BRIS184. 

2.  THE TWO PURPOSES OF BRIS 

The system serves two purposes: 

  BRIS  provides  a  webpage  on  the  European  e-Justice  Portal  where  anyone  can 

access official company information in real time. 

  BRIS  is  also  a  secure  platform  for  the  exchange  of  information  between  EU 

business registers.  

These two purposes are briefly presented below. 

3.  PUBLIC  ACCESS  TO  COMPANY  INFORMATION  ON  THE  EUROPEAN  E-JUSTICE 

PORTAL 

184 Liechtenstein and Norway 

151 

 
 
 
                                                 
The “Find a company” page of the European e-Justice Portal allows anyone (e.g. citizens, 
companies,  lawyers,  notaries,  consumers,  creditors,  authorities)  to  search  and  obtain 
information on the EU limited liability companies they are interested in and branches of 
these companies in other Member States. 

The  “Find  a  company”  page  on  the  European  e-Justice  portal  provides  a  user-friendly 
welcome  page  with  a  search  interface  that  immediately  allows  users,  without  any 
mandatory registration, to consult company information on multiple countries at the same 
time. 

After launching a search on a company name or registration number, the system shows a 
page displaying all companies that match the search criteria, providing information also 
on companies with similar names. When the user clicks on any of the company names in 
the search result, the system opens a new page which shows all the information available 
on that company, allowing also the user to download company documents made available 
by the national  business register185. The user interface is  provided in  all EU languages, 
and  company  information  and  documents  are  accompanied  by  labels  that  provide 
additional  information  in  the  language  of  the  user,  and  for  example  the  title  and  a 
description of the company documents available. 

185  A  payment  solution  for  BRIS  is  planned  for  October  2023.  Currently,  users  can  download  those 
documents that business registers make available free of charge on BRIS. For those documents for which 
business registers charge a fee, currently the EAP informs the users about the existence of such documents 
and provides a multilingual description of its contents. 

152 

 
 
 
 
 
                                                 
Since the activation of BRIS in 2017, the company information available free of charge 
includes: 
 
 
 
 
 

the company (or cross-border branch) name, 
the registration number, 
the legal form, 
the registered office and 
the Member State of registration. 

Most recently, the Digitalisation Directive and the Mobility Directive expanded the scope 
of the company information available on the “Find a company” page of European the e-
Justice Portal (this is gradually being introduced by Member States): 

legal representatives, 

 
  a list of the cross-border branches opened by a company, 
  company status, 
  company object, 
  company website, and 
 

information on any cross-border merger, conversion or division procedure taking 
place. 

4.  EXCHANGE OF INFORMATION BETWEEN BUSINESS REGISTERS 

The second purpose of BRIS is to provide a platform where business registers exchange 
information. 

Since  the  activation  of  BRIS  in  2017,  BRIS  is  the  means  for  business  registers  to 
exchange the following information as structured data: 

153 

 
 
 
 
  A notification from the business register of the company to the business register of 
the branch in a different Member State, on the opening/termination of any winding-
up/insolvency proceedings of the company, and on the striking-off of the company 
from  the  register.  This  way,  the  register  of  the  branch  is  updated  and  can  provide 
correct  information  to  the  public  for  transparency  reasons  (and  delete  the  branch 
where applicable).  

  A notification from the register of the company resulting from a merger to the cross-
border register in which any other company involved in the merger were required to 
file documents, that the cross-border merger has taken effect. This way, the business 
registers  of  the  companies  taking  part  in  the  merger  is  updated  and  can  provide 
correct information to the public for transparency reasons. 

Most recently, the Digitalisation Directive and the Mobility Directive expanded also the 
scope of this co-operation and exchange of information to cover: 

  cross-border conversions of companies registered in different Member States, 
  cross-border divisions of companies registered in different Member States, 
  disqualified directors, and 
  cross-border branches opened and closed in different Member States (notification 
of  opening  or  closing  of  a  cross-border  branch  to  the  (parent)  company  in  the 
other Member State).  

This annex uses images from Flaticon.com 

154 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ANNEX 12: OVERVIEW OF NATIONAL RULES   

1.  PARTNERSHIPS  

In  nearly  all  Member  States,  there  are,  at  least186,  two  types  of  partnerships,  typically 
general  (unlimited)  and  limited  partnerships  which  have  very  similar  features.  In  all  of 
them,  the  General  Partnership  has  at  least  two  partners  with  unlimited  liability  and  no 
minimum  capital  contribution  is  required.  Limited  Partnerships  are  usually  defined  as 
having two types of partners: general partners with unlimited liability who are generally 
responsible  for  the  administration  and  representation  of  the  company;  and  limited 
partners,  whose  liability  is  limited  to  their  contributions  to  the  company  who  are  not 
usually responsible for the administration and representation of the company.  

In  the  majority  of  Member  States,  the  information  disclosed  in  business  registers  on 
General and  Limited Partnerships is very similar (e.g. registration number, name of the 
company, legal form, registered office, legal representatives/partners having the power to 
represent  the  company,  etc.).  All  Member  States  disclose  information  about  general 
partners. In more than a half of the Member States, partnerships are required to submit to 
the business register the instruments of constitution187 and the accounting documents188.  

2. 

 GROUPS OF COMPANIES  

In  some  Member  States,  the  business  registers  provide  information  indicating  whether 
the company is member of a group or a parent company189. In Italy, subsidiaries have a 
duty to disclose the existence of the parent company (not of the intermediate companies) 
in the business register190. In some Member States191, it is possible to access for a fee an 
overview  of  the  complete  group  structure.  In  a  few  Member  States192,  the  focus  is  on 
public  limited  liability  companies  and  on  groups  based  on  contractual  agreements 
between  companies,  even  if  usually,  such  agreements  reinforce  an  already  existing  de 
facto control based on a majority shareholding. Sometimes Member States provide only 
indirect means of verifying the group structure, such as disclosure of information on the 
shareholders  of  the  company193,  or  disclosure  of  data  about  direct  or  indirect  ways  of 

186  E.g.  in  BE,  DE,  EL,  ES,  IT,  HR,  LU,  NL,  PL  and  RO,  there  are  more  types  of  partnerships  that  the 
general and the limited partnership while in IE there is only one; Supporting study. 
187 There are some Member States that do not have to file their instruments of constitution, e.g. in AT, CY, 
DE, EE,  NL and SE; Supporting study. 
188  E.g.  in  AT,  BE,  CY,  DE,  EE,  EL,  FI,  FR,  HR,  IT,  MT  and  NL,  partnerships  do  not  have  to  fill 
accounting  documents  or  they  do  but  only  in  particular  circumstances,  such  as  where  all  members  are 
LLCs (e.g. in EL, FR or HR); Supporting study. 
189 E.g. in AT, HU, IT, LV, NL and SI; Supporting study (country fiches).  
190 ICLEG report on transparency. 
191 E.g. in NL, HU, PT; ICLEG report on transparency and supporting study. 
192 E.g. in DE, HR and PT; ICLEG report on transparency and supporting study. 
193 E.g. in AT, BG, CY, CZ, DE, DK, LT, LU, MT, PT and RO; Supporting study (country fiches). 

155 

 
 
                                                 
exercising control over the company194. Finally, some Member States do not disclose any 
kind of information on groups195.   

3.  EX-ANTE SCRUTINY  

Regarding the content of such scrutiny for  limited liability companies, Member States 
have divergent rules. Most frequent scrutiny checks carried out in more than half of the 
Member  States  cover  the  authenticity  of  signatures  on  the  application196,  the  legal 
capacity  of  the  applicants197  and  the  authority  of  the  applicant(s)  to  represent  the 
company198.  However,  in  some  cases,  the  responsibility  to  submit  accurate  information 
lies  with  the  company199.  In  more  than  a  half  of  the  Member  States  the  legality  of  the 
company  name  is  verified200,  and  in  more  than  10  Member  States,  the  legality  of  the 
object and of the instruments of constitution is verified as well201.   

In relation to the ex-ante scrutiny process applies to partnerships, the number and type 
of  scrutiny  checks  is  quite  similar  to  that  of  LLCs,  i.e.  in  terms  of  checking  the 
authenticity  of  the  application,  the  legal  capacity  and  the  authority  to  represent  the 
company.  However,  the  intensity  of  checks  on  these  companies  is  significantly  lower 
than that of limited liability companies in some Member States due to the absence of the 
instruments  of  incorporation202  or  the  lack  of  notarial  certification  and  that  the 
consequent ex-ante scrutiny is performed by legal professionals203. 

As to actors responsible for verifying the company information, in the vast majority 
of  Member  States  that  conducts  ex-ante  verifications,  these  are  carried  out  by  the 
business registers204 or there is a double scrutiny process carried out by both the business 
registers  and  the  notaries205.  In  HU,  such  double  check  is  carried  out  by  lawyers  or 
notaries  and  the  business  register.  In  some  Member  States,  the  checks  are  carried  out 
mainly by notaries206. In other Member States, other actors might also be involved. For 
example, in CY, the verification is carried out by lawyers and the company secretaries or 
authorised partners of the companies that submit the application, and it is considered as 

194 E.g. in BE, BG, FI, HR, and SE; Supporting study (country fiches). 
195 E.g. in BG, DK, EE, FI, DE, FR, IE, LT, LU, MT, PL, RO, SK and SE; Supporting study. 
196 E.g. in  AT, BG, CZ, DE, EE, ES, FI,  FR,  HR, HU, IT, LT, NL, PL, RO, SE, SI  and SK; Supporting 
study. 
197 E.g. in AT, BE, BG, CY, CZ, DE, ES, FI, HR, HU, IT, NL, PL, RO, SE, and SI; Supporting study. 
198 E.g. in AT, BG, CZ, DE, EE, ES, FI, FR, HR, HU, IT, NL, PL, RO, SE, SI, and SK; Supporting study. 
199 E.g. in IE; ICLEG report on use of data. 
200 E.g. in AT, BG, CY, DE, EE, EL, ES, FI, HR, HU, IE, IT, NL, SE, and SI; Supporting study. 
201 E.g. There is an ex ante check of the legality of the object in BG, CZ, ES, FI, HR, IT, NL, PL, RO, SE 
and SI; on the other hand, in BG, CY, DE, EE, ES, FI, FR, HR, HU, IT, LT, NL, SE, and SI, there is also 
an ex ante legality check of the instruments of constitution; Supporting study. 
202 E.g. in AT, CY, DE, EE, NL and SE; Supporting study. 
203 E.g. in BE, LT, LU and NL; Supporting study. 
204 E.g in EL, FI, FR, IE, LV, MT, PT and SE; In Portugal, notaries or lawyers perform the scrutiny if they 
are the ones preparing the registration; Supporting study. 
205  E.g  in  AT,  DE,  BE,  BG,  ES,  HR,  IT,  NL,  RO;  In  NL,  notaries  are  involved  where  limited  liability 
companies  are  registered  and  in  case  of  notarised  partnership  contracts,  but  not  otherwise  as  a  matter  of 
course; Supporting study. 
206 E.g. in LU and CZ; Supporting study. 

156 

 
 
                                                 
their  responsibility  to  ensure  the  correctness  of  the  under  scrutiny  information207.  For 
some  Member  States,  third  parties  are  involved,  such  as  banks  or  auditors  to  verify 
certain information208. Yet, other approaches are also used. For example, in DK and IT, a 
system  is  used  to  carry  out  automatic  checks  during  a  mandatory  self-registration, 
whereby  a  confirmation  of  registration  is  sent  by  email  to  the  natural  person  allowing 
them to react in case the registration is unlawful or incorrect209.  

207 Supporting study and ICLEG report on use of company information. 
208 E.g. in AT, DK and LU, this verification concerns the payment of cash contributions; Supporting study. 
209 ICLEG report on use of company information.  

157 

 
 
 
 
 
 
 
                                                 
ANNEX 13: THE SME TEST – SUMMARY OF RESULTS  

(See  section  2  (problems),  6 
(impact  and  comparison  of 
policy 
7 
options) 
(preferred  option),  Annex  2 
with  a  synopsis  report  on 
consultations and Annex 4 on 
methodology) 

and 

(1) Preliminary assessment of businesses likely to be affected  

The  planned  initiative,  as  the  already  existing  EU  company  law  acquis, 
does not make a distinction between SMEs and larger companies and all 
companies fall under its scope of application. Therefore, the needs of and 
impacts on SMEs are analysed throughout the impact assessment. 

The  consultation  activities  showed  that  SMEs  encountered  difficulties 
when  looking  for  information  about  companies  in  other  Member  States 
and confirmed obstacles faced when setting-up subsidiaries or branches, 
or  in  other  cross-border  situations  (including  the  need  to  resubmit 
company data, legalisation/apostille, certified translation). 

As  SMEs  account  for  98-99%  of  limited  liability  companies  in  the  EU 
and it is estimated that around 40% of SMEs are engaged in cross-border 
activities, they will particularly benefit from the expected administrative 
burden  reduction  (of  more  than  EUR  437  million  per  year).  The 
measures,  including  the  resulting  increased  legal  certainty,  will  also 
positively  impact  SMEs,  as  they  do  not  have  the  financial  and 
administrative resources of large companies and are, thus, more affected 
by unclear and complex rules.  

The  initiative  will  also  benefit  start-ups,  as  it  responds  to  the  calls  to 
facilitate the expansion of start-ups in the EU Start-up Nations Standard. 

(2) Consultation with SMEs representatives 

SME  representatives  were  widely  consulted  during  the  preparatory 
process  for  this  impact  assessment.  A  specific  targeted  consultation  of 
SMEs was carried out through an SME panel survey.  For details on the 
results  please  see  Annex  14.  In  addition,  companies,  and  in  particular 
SMEs,  were  also  contacted  during  other  consultation  activities,  i.e.  the 
public  consultation,  a  specific  survey  for  companies  and  a  specific 
workshop with companies in the context of the study supporting the IA. 

on 

(See Annex 2 with a synopsis 
report 
consultations; 
references to SMEs’ views are 
also  made  throughout  the  IA, 
in  particular  when  describing 
problems  and  when  assessing 
policy options) 

(3) Measurement of the impact on SMEs 

The planned initiative is of relevance to SMEs, as it will contribute to the 
objectives  of  the  2020  SME  Strategy,  which  mentioned  that  the 
Commission would assess the need for additional company law measures 
to facilitate cross-border expansion and scale-up by SMEs. 

(See  sections  6  (impact  and 
comparison of policy options) 
and  7  (preferred  option),  and 
Annex 4 on methodology) 

The  specific  objectives  of  this  initiative  (to  increase  the  amount  and 
improve  the  reliability  of  company  data  available  in  business  registers 
and/or  through  the  Business  Registers  Interconnection  System  (BRIS) 
and enable direct use of this data in cross-border situations) are both very 
relevant  for  SMEs  as  access  to  company  data  and  its  use  has  a  strong 
impact on SMEs’ cross-border activities. One of the overall objectives of 
this initiative is also to achieve easier cross-border expansion for SMEs. 

158 

 
 
Therefore,  the  impacts  on  companies,  and  in  particular  SMEs,  are 
measured in all policy options. 

4) Assess alternative options and mitigating measures 

According  to  the  assessment,  the  benefits  in  terms  of  administrative 
burden reduction on companies, and in particular on SMEs, are expected 
to  much  outweigh  the  one-off  adjustment  costs  and  the  initiative  is 
expected  to  bring  significant  burden  reduction  for  companies  and  in 
particular SMEs. Therefore, there is no need for specific measures to ease 
compliance for SMEs in line with the proportionality principle. 

(See  sections  6  (impact  and 
comparison of policy options) 
and  7  (preferred  option),  and 
Annex 4 on methodology) 

159 

 
 
 
 
 
ANNEX 14: RESULTS OF THE SME PANEL CONSULTATION ON 
UPGRADING DIGITAL COMPANY LAW 

1.  BACKGROUND 

This  SME  panel  consultation  is  linked  to  the  preparatory  work  on  a  new  legislative 
initiative  on  “Upgrading  digital  company  law”210,  planned  for  adoption  by  the 
Commission  in  Q1  2023.  This  initiative  will  aim  to:  (i)  enhance  access  at  EU  level  to 
information  about  companies  in  the  national  business  registers;  (ii)  facilitate  the 
expansion to other Member States’ markets and reduce administrative burden by making 
it possible for companies to directly (without extra formalities) use company information 
from  their  national  business  registers  when,  for  example,  setting  up  subsidiaries  or 
branches, or dealing with authorities or courts in other Member States;  and (iii) further 
digitalise the existing EU company law procedures. 

Companies, and in particular small and medium-sized companies (SMEs), are one of the 
main  stakeholders  of  this  initiative.  That  is  why  it  was  important  for  the  Commission 
services to gather information about SMEs’ needs and about obstacles they encounter in 
the areas covered by this initiative. The questions focused on situations when SMEs:  

look for information about business partners in another Member State,  

 
  want to open a branch or subsidiary in another Member State or  
  need to provide information about their company to administrative authorities or 

courts in another Member State. 

The  questionnaire  did  not  focus  on  specific  sectors  but  was  targeted  at  SMEs,  which 
already have or plan to have cross-border experiences, such as e.g. business partners, an 
establishment/place of business, or contacts with authorities or courts in another Member 
State. 

2.  SHORT SUMMARY OF THE RESULTS OF THE SURVEY 

2.1.  OVERVIEW OF RESPONDENTS 

In total, 158 stakeholders replied to this public consultation in the EU Survey webpage.  

Majority  of  responses  were  submitted  by  limited  liability  companies;  64%  by  private 
limited liability ones (99 out of 155211) and 14% by public (22 out of 155). 5% of replies 
came  from  partnerships  (8)  and  3%  -  from  cooperatives  (5).  10%  of  respondents  were 
self-employed  (16).  The  “other”  category  included,  e.g.  a  business  association  or  a 
technology centre. 

210 Upgrading digital company law (europa.eu) 
211 3 respondents did not provide information. 

160 

 
 
                                                 
Most responses came from Portugal, followed by Romania, Spain, Czechia and Poland. 
There were a few replies from Hungary and Italy, and a couple or individual responses 
from  some  other  Member  States  (Cyprus  and  Germany,  and  Austria,  Bulgaria  and 
Lithuania, respectively). 

In  terms  of  their  size,  39%212  were  micro  enterprises  or  self-employed  (1  to  9 
employees), 32% small (10 to 49 employees), 22% medium (50 to 249 employees), and 
7%  mid-cap  and  bigger  companies  (250  or  more  employees).  25%  of  respondents  who 
answered this question were part of a group of companies (39 out of 153). In a few cases, 

212 As for the previous question, 3 respondents did not provide information. 

161 

 
 
 
 
                                                 
their parent companies were located in another Member State (6) or in a non-EU country 
(8)213 and otherwise, they were in the same Member State.  

2.2.  SETTING  UP  AN  ESTABLISHMENT/PLACE  OF  BUSINESS  AND  CONTACTS  WITH 

AUTHORITIES AND COURTS IN OTHER MEMBER STATES 

13%  of  those  who  responded  already  have  an  establishment/place  of  business  in 
another Member State (19 out of 151), 9% are planning to have one (14) whereas 5% 
tried  but  gave  up  (7)  and  a  majority  did  not  have  or  did  not  plan  to  have  one  such  an 
establishment or place of business (73%, 111).  Two respondents who tried to set up an 
establishment  abroad  mentioned  administrative  obstacles  and  burden  as  a  reason  for 
giving  up.  Establishments  were  set  up  abroad  or  planned  mainly  by  the  responding 
private  and  public  limited  liability  companies.  For  instance,  11  private  limited  liability 
company respondents had cross-border establishments, 12 were planning to have one and 
7  gave  up  trying  to  set  one  up,  and  7  public  limited  liability  companies  already  had 
establishments  abroad,  while  no  responding  partnerships  had/planned  to  have  any 
establishments and only 2 cooperatives had/planned to have one. 

In terms of type of establishment/place of business in another Member State, among 
those who replied in  affirmative214, 50%  mentioned a subsidiary (20 out  of  40), 25% a 
branch (10) and 3 referred to other type of establishment/place of businesses215.   

types  of  difficulties  encountered  when  setting  up  an 
When  asked  about 
establishment/place  of  business  in  another  Member  State,  the  respondents  who 
replied in affirmative mentioned that company information/documents had to be legally 
certified  to  be  valid  in  another  Member  State  (apostille)  (20  out  of  40)  and  that 
certified/sworn translation of company documents/information was needed (19); 13 also 
mentioned  that  they  could  not  use  the  information/documents  from  their  company’s 

213 As regards non-EU countries, examples of Switzerland, Moldova, Ukraine and Taiwan were mentioned. 
214 I.e. who already had an establishment abroad, planned to have one or tried but gave up. 
215 One respondent mentioned a franchise in that context. 

162 

 
 
 
                                                 
business  register  (non-recognition).  13  mentioned  other  difficulties  and  13  encountered 
none.  60%  of  those  answering  to  this  question  faced  administrative  costs  or  time 
consuming procedures linked to such difficulties encountered (15 out of 25) and 40% did 
not. Costs for legal advice (e.g. from lawyers or notaries), translations, authentication and 
certification costs were mentioned by a few respondents in this context.  

As  regards  difficulties  when  dealing  with  other  authorities  (e.g.  tax  or  labour 
authorities)  in  other  Member  States,  33%  of  those  who  replied  in  affirmative 
mentioned  the  need  for  certified/sworn  translations  of  company  information/documents 
(9  out  of  40),  22%  referred  to  the  need  for  legal  certification  of  documents  (6),  7%  to 
other  difficulties  (2)216  and  1  to  non-recognition  of  documents  from  their  company’s 
business register. 33% replied that they did not face any difficulties (9 out of 40). 64% of 
those answering to this question faced administrative costs or time consuming procedures 
linked  to  such  difficulties  (14  out  of  22)  and  36%  did  not  (8).  Similarly  as  in  case  of 
setting-up a subsidiary or a branch, costs of legal advice, translations, administrative fees, 
authentication and certification costs were mentioned by a few respondents.  

this  question,  mentioned 

17% of respondents were involved in court proceedings in another Member State (18 out 
of  104)  and  83%  were  not  (86).  As  regards  difficulties  faced  in  such  cross-border 
court proceedings, 53% of those who were involved in court proceedings and answered 
company 
to 
information/documents was needed (9 out of 17), 18% that information/documents had to 
be  legally  certified  to  be  valid  and  that  it  was  not  possible  to  use  documents  already 
available  in  the  company’s  business  register  (3  each),  and  one  respondent  mentioned 
other  difficulties.  1  respondent  did  not  face  any  difficulties.  7  respondents  faced 
administrative costs or time consuming procedures linked to such difficulties and 8 did 
not. 

translation  of 

certified/sworn 

that 

In  general,  many  respondents  did  not  reply  to  questions  about  cross-border  difficulties, 
which  reflects  the  fact  that  only  some  of  the  respondents  had  cross-border  experiences 
with setting up branches/subsidiaries or with dealing with authorities/courts, as shown in 
replies to those questions above. 

When  asked  whether  certain  measures  could  help  their  company  when  setting  up 
subsidiaries/branches or in contacts with authorities/courts in other Member States, 
there was strong positive feedback from a majority of private and public limited liability 
companies217  who  expressed  their  opinion.  68  out  of  75  of  respondents  thought  that 
having  less  formalities  (for  example,  through  the  use  of  digital  solutions  applied  by 
authorities thus  reducing  the need of legal  certification of company data  in  procedures) 
would  help  their  company;  and  only  7  did  not  think  this  would  be  of  help.  Similarly, 
respondents  thought  that introducing  a  common digital company information extract 
and  not  having  to  resubmit  the  information  already  available  in  their  company’s 
business  register  would  help  their  company  (64  out  of  72,  and  65  out  of  70, 

216 One respondent mentioned the need for advice by a local expert and another one - administrative burden 
in that context. 
217  Focus  on  private  and  public  limited  liability  companies  for  these  two  questions  as  respondents  from 
those categories appeared to have most experience with setting up of subsidiaries/branches cross-border. 

163 

 
 
                                                 
respectively)218.  Only  8  and  5  respondents,  respectively,  thought  that  these  measures 
would not help at all.  

As to impact that such possible measures could have on costs for their companies, in 
general  more  private  and  public  limited  liability  companies  who  shared  their  opinion 
thought that these would lead to a significant or small cost decrease than to a significant 
or  small  cost  increase.  For  instance,  as  regards  having  less  formalities,  49  out  of  73 
respondents  expected  a  significant  or  small  cost  decrease  as  compared  to  21  who 
expected a significant or small cost increase, and 3 who thought that this would not have 
an impact.  

2.3.  SEARCHING FOR INFORMATION ABOUT COMPANIES IN OTHER MEMBER STATES 

54%  of  respondents  who  answered  this  question  already  have  business  partners  in 
other  Member  States  (74  out  of  138)  as  compared  to  35%  who  do  not  (49).  11% 
mentioned  that  they  tried  but  gave  up  finding  business  partners  abroad  (15).  Some 
respondents  mentioned  difficulty  in  transferring  or  accessing  information  or  formalities 
in that context. 

218 This includes views of respondents who thought that these measures would help their company to a very 
large, large or some extent. 

164 

 
 
 
 
                                                 
As regards sources of information about companies in other Member States, 45% of 
those who replied search for information on companies’ websites (58 out of 128), 16% in 
other Member State business  registers (21), 4%  on “find  a  company page” of e-Justice 
portal (5) and 17% use other sources (22), including national trade promotion agencies, 
Enterprise  Europe  Network,  credit  insurance  companies,  or  their  own  networks  and 
contacts, e.g. with other entrepreneurs, local partners, customers or suppliers, or fairs and 
events organised for the sector. 14% respondents did not know where to find information 
about companies in other Member States (18) and a small number 3% did not need such 
information at all (4).  

In  terms  of  difficulties  faced  when  looking  for  company  information  in  other 
Member  States,  most  respondents  who  answered  encountered  some  difficulties;  only 
13% did  not  (14 out  of  110). 15% of respondents could  not  find or access  the relevant 
company  information  at  all  (17);  19%  could  only  find  the  relevant  information  on 
companies’ websites (21) and 12% only in national business registers of those companies 
(13).  A  number  of  other  problems  were  mentioned,  including  difficulty  to  search  on 
registers’  websites  (11%;  12  out  of  110);  need  to  pay  for  company  information  (10%; 
11);  technical  (8%;  9)  and  language  (6%;  7)  difficulties.  4  respondents  mentioned  that 
company information in registers was not sufficiently reliable. 219 

When  asked  whether  certain  measures  could  help  their  company  when  looking  for 
information  about  companies  from  other  Member  States,  there  was  strong  positive 
feedback  from  a  majority  of  respondents  who  expressed  their  opinion.  The  highest 
support  was  expressed  for  having  comparable  information  about  additional  legal 

219 In the survey, respondents could only choose one reply and that is why numbers of replies per difficulty 
are low.  

165 

 
 
 
                                                 
entities  (e.g.  partnerships)  available  at  EU  level  (115  out  of  117)  and  improving  the 
search  for  company  information  at  EU  level  through  the  Business  Register 
Interconnection System, BRIS (113 out of 115). There were also majorities in favour of 
raising  awareness  about  information  at  EU  level  through  BRIS  (110  out  of  113),  and 
having  basic  information  about  groups  (111  out  of  113),  about  companies’  place  of 
management (109 out of 114) and place of the main economic activity (112 out of 113) 
available220. In general, only very few respondents thought that such measures would not 
help in looking for company information cross-border. 

220 This includes views of respondents who thought that these measures would help their company to a very 
large, large or some extent. 

166 

 
 
  
 
 
                                                 
ANNEX 15: LIST OF MEETINGS UNDER TARGETED 
CONSULTATIONS AND VIRTUAL MEETINGS 

  24  June  2022  –  Meeting  of  DG  JUST  with  the  European  Trade  Union 

Confederation (ETUC) 

  24 June 2022 – Meeting of DG JUST with BusinessEurope 

  4  July  2022  –  Meeting  of  DG  JUST  with  the  Council  of  the  Notariats  of  the 

European Union (CNUE) 

  7 July 2022 - Virtual meeting of DG JUST with a lawyer specialised in company 

law (Poland) 

  13 July 2022 - Virtual meeting of DG JUST with a lawyer specialised in company 

law (Spain) 

  18  August  2022-  –  Virtual  meeting  of  DG  JUST  with  a  legal  counsel  of  an 

important European manufacturer group (Belgium) 

  26 August  2022  - Virtual  meeting of DG JUST with  a legal  counsel  of  a major 

European manufacturer group (Netherlands) 

  29  August  2022  -  Virtual  meeting  of  DG  JUST  with  legal  counsels  of  a  major 

European group (services) (Belgium) 

167