Article 1 
1. Documents and particulars relating to a branch opened in a Member State by a company which is governed by the law of another Member State and to which Directive 68/151/EEC applies shall be disclosed pursuant to the law of the Member State of the branch, in accordance with Article 3 of that Directive. 2. Where disclosure requirements in respect of the branch differ from those in respect of the company, the branch's disclosure requirements shall take precedence with regard to transactions carried out with the branch. Article 2 1. The compulsory disclosure provided for in Article 1 shall cover the following documents and particulars only: (a) the address of the branch; (b) the activities of the branch; (c) the register in which the company file mentioned in Article 3 of Council Directive 68/151/EEC is kept, together with the registration number in that register; the name and legal form of the company and the name of the branch if that is different from the name of the company; the appointment, termination of office and particulars of the persons who are authorized to represent the company in dealings with third parties and in legal proceedings; - as a company organ constituted pursuant to law or as members of any such organ, in accordance with the disclosure by the company as provided for in Article 2 (1) (d) of Directive 68/151/EEC, - as permanent representatives of the company for the activities of the branch, with an indication of the extent of their powers; the winding-up of the company, the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation in accordance with disclosure by the company as provided for in Article 2 (1) (h), (j) and (k) of Directive 68/151/EEC, - insolvency proceedings, arrangements, compositions, or any analogous proceedings to which the company is subject; the accounting documents in accordance with Article 3; the closure of the branch. 2. The Member State in which the branch has been opened may provide for the disclosure, as referred to in Article 1, of (a) the signature of the persons referred to in paragraph 1 (e) and (f) of this Article; (b) the instruments of constitution and the memorandum and articles of association if they are contained in a separate instrument in accordance with Article 2 (1) (a), (b) and (c) of Directive 68/151/EEC, together with amendments to those documents; (c) an attestation from the register referred to in paragraph 1 (c) of this Article relating to the existence of the company; (d) an indication of the securities on the company's property situated in that Member State, provided such disclosure relates to the validity of those securities. Article 3 The compulsory disclosure provided for by Article 2 (1) (g) shall be limited to the accounting documents of the company as drawn up, audited and disclosed pursuant to the law of the Member State by which the company is governed in accordance with Directives 78/660/EEC, 83/349/EEC and 84/253/EEC. Article 4 The Member State in which the branch has been opened may stipulate that the documents referred to in Article 2 (2) (b) and Article 3 must be published in another official language of the Community and that the translation of such documents must be certified. Article 5 Where a company has opened more than one branch in a Member State, the disclosure referred to in Article 2 (2) (b) and Article 3 may be made in the register of the branch of the company's choice. In this case, compulsory disclosure by the other branches shall cover the particulars of the branch register of which disclosure was made, together with the number of that branch in that register. Article 6 The Member States shall prescribe that letters and order forms used by a branch shall state, in addition to the information prescribed by Article 4 of Directive 68/151/EEC, the register in which the file in respect of the branch is kept together with the number of the branch in that register.
Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Article 2 
1. The compulsory disclosure provided for in Article 1 shall cover the following documents and particulars only: (a) the address of the branch; (b) the activities of the branch; (c) the register in which the company file mentioned in Article 3 of Council Directive 68/151/EEC is kept, together with the registration number in that register; the name and legal form of the company and the name of the branch if that is different from the name of the company; the appointment, termination of office and particulars of the persons who are authorized to represent the company in dealings with third parties and in legal proceedings; - as a company organ constituted pursuant to law or as members of any such organ, in accordance with the disclosure by the company as provided for in Article 2 (1) (d) of Directive 68/151/EEC, - as permanent representatives of the company for the activities of the branch, with an indication of the extent of their powers; the winding-up of the company, the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation in accordance with disclosure by the company as provided for in Article 2 (1) (h), (j) and (k) of Directive 68/151/EEC, - insolvency proceedings, arrangements, compositions, or any analogous proceedings to which the company is subject; the accounting documents in accordance with Article 3; the closure of the branch. 2. The Member State in which the branch has been opened may provide for the disclosure, as referred to in Article 1, of (a) the signature of the persons referred to in paragraph 1 (e) and (f) of this Article; (b) the instruments of constitution and the memorandum and articles of association if they are contained in a separate instrument in accordance with Article 2 (1) (a), (b) and (c) of Directive 68/151/EEC, together with amendments to those documents; (c) an attestation from the register referred to in paragraph 1 (c) of this Article relating to the existence of the company; (d) an indication of the securities on the company's property situated in that Member State, provided such disclosure relates to the validity of those securities. Article 3 The compulsory disclosure provided for by Article 2 (1) (g) shall be limited to the accounting documents of the company as drawn up, audited and disclosed pursuant to the law of the Member State by which the company is governed in accordance with Directives 78/660/EEC, 83/349/EEC and 84/253/EEC. Article 4 The Member State in which the branch has been opened may stipulate that the documents referred to in Article 2 (2) (b) and Article 3 must be published in another official language of the Community and that the translation of such documents must be certified. Article 5 Where a company has opened more than one branch in a Member State, the disclosure referred to in Article 2 (2) (b) and Article 3 may be made in the register of the branch of the company's choice. In this case, compulsory disclosure by the other branches shall cover the particulars of the branch register of which disclosure was made, together with the number of that branch in that register. Article 6 The Member States shall prescribe that letters and order forms used by a branch shall state, in addition to the information prescribed by Article 4 of Directive 68/151/EEC, the register in which the file in respect of the branch is kept together with the number of the branch in that register.
Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Revised version (Article 2 ):
1. The compulsory disclosure provided for in Article 1 shall cover the following documents and particulars only: (a) the address of the branch; (b) the activities of the branch; (c) the register in which the company file mentioned in Article 3 of Council Directive 68/151/EEC is kept, together with the registration number in that register; (d) the name and legal form of the company and the name of the branch if that is different from the name of the company; (e) the appointment, termination of office and particulars of the persons who are authorized to represent the company in dealings with third parties and in legal proceedings; — as a company organ constituted pursuant to law or as members of any such organ, in accordance with the disclosure by the company as provided for in Article 2 (1) (d) of Directive 68/151/EEC, — as permanent representatives of the company for the activities of the branch, with an indication of the extent of their powers; (f) the winding-up of the company, the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation in accordance with disclosure by the company as provided for in Article 2 (1) (h), (j) and (k) of Directive 68/151/EEC, — insolvency proceedings, arrangements, compositions, or any analogous proceedings to which the company is subject; (g) the accounting documents in accordance with Article 3; (h) the closure of the branch. 2. The Member State in which the branch has been opened may provide for the disclosure, as referred to in Article 1, of (a) the signature of the persons referred to in paragraph 1 (e) and (f) of this Article; (b) the instruments of constitution and the memorandum and articles of association if they are contained in a separate instrument in accordance with Article 2 (1) (a), (b) and (c) of Directive 68/151/EEC, together with amendments to those documents; (c) an attestation from the register referred to in paragraph 1 (c) of this Article relating to the existence of the company; (d) an indication of the securities on the company's property situated in that Member State, provided such disclosure relates to the validity of those securities.
Article 3 
The compulsory disclosure provided for by Article 2 (1) (g) shall be limited to the accounting documents of the company as drawn up, audited and disclosed pursuant to the law of the Member State by which the company is governed in accordance with Directives 78/660/EEC, 83/349/EEC and 84/253/EEC. Article 4 The Member State in which the branch has been opened may stipulate that the documents referred to in Article 2 (2) (b) and Article 3 must be published in another official language of the Community and that the translation of such documents must be certified. Article 5 Where a company has opened more than one branch in a Member State, the disclosure referred to in Article 2 (2) (b) and Article 3 may be made in the register of the branch of the company's choice. In this case, compulsory disclosure by the other branches shall cover the particulars of the branch register of which disclosure was made, together with the number of that branch in that register. Article 6 The Member States shall prescribe that letters and order forms used by a branch shall state, in addition to the information prescribed by Article 4 of Directive 68/151/EEC, the register in which the file in respect of the branch is kept together with the number of the branch in that register.
Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Article 4 
The Member State in which the branch has been opened may stipulate that the documents referred to in Article 2 (2) (b) and Article 3 must be published in another official language of the Community and that the translation of such documents must be certified. Article 5 Where a company has opened more than one branch in a Member State, the disclosure referred to in Article 2 (2) (b) and Article 3 may be made in the register of the branch of the company's choice. In this case, compulsory disclosure by the other branches shall cover the particulars of the branch register of which disclosure was made, together with the number of that branch in that register. Article 6 The Member States shall prescribe that letters and order forms used by a branch shall state, in addition to the information prescribed by Article 4 of Directive 68/151/EEC, the register in which the file in respect of the branch is kept together with the number of the branch in that register.
Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Revised version (Article 4 ):
The Member State in which the branch has been opened may stipulate that the documents referred to in Article 2 (2) (b) and Article 3 must be published in another official language of the Community and that the translation of such documents must be certified.
Article 5 
Where a company has opened more than one branch in a Member State, the disclosure referred to in Article 2 (2) (b) and Article 3 may be made in the register of the branch of the company's choice. In this case, compulsory disclosure by the other branches shall cover the particulars of the branch register of which disclosure was made, together with the number of that branch in that register. Article 6 The Member States shall prescribe that letters and order forms used by a branch shall state, in addition to the information prescribed by Article 4 of Directive 68/151/EEC, the register in which the file in respect of the branch is kept together with the number of the branch in that register.
Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Revised version (Article 5 ):
Where a company has opened more than one branch in a Member State, the disclosure referred to in Article 2 (2) (b) and Article 3 may be made in the register of the branch of the company's choice. In this case, compulsory disclosure by the other branches shall cover the particulars of the branch register of which disclosure was made, together with the number of that branch in that register.
Article 6 
The Member States shall prescribe that letters and order forms used by a branch shall state, in addition to the information prescribed by Article 4 of Directive 68/151/EEC, the register in which the file in respect of the branch is kept together with the number of the branch in that register.
Article 7 
1. Documents and particulars concerning a branch opened in a Member State by a company which is not governed by the law of a Member State but which is of a legal form comparable with the types of company to which Directive 68/151/EEC applies shall be disclosed in accordance with the law of the Member State of the branch as laid down in Article 3 of that Directive. 2. Article 1 (2) shall apply. Article 8 The compulsory disclosure provided for in Article 7 shall cover at least the following documents and particulars: (a) the address of the branch; (b) the activities of the branch; (c) the law of the State by which the company is governed; (d) where that law so provides, the register in which the company is entered and the registration number of the company in that register; the instruments of constitution, and memorandum and articles of association if they are contained in a separate instrument, with all amendments to these documents; the legal form of the company, its principal place of business and its object and, at least annually, the amount of subscribed capital if these particulars are not given in the documents referred to in subparagraph (e); the name of the company and the name of the branch if that is different from the name of the company; the appointment, termination of office and particulars of the persons who are authorized to represent the company in dealings with third parties and in legal proceedings: - as a company organ constituted pursuant to law or as members of any such organ, - as permanent representatives of the company for the activities of the branch. The extent of the powers of the persons authorized to represent the company must be stated, together with whether they may do so alone or must act jointly; - the winding-up of the company and the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation; - insolvency proceedings, arrangements, compositions or any analogous proceedings to which the company is subject; the accounting documents in accordance with Article 7; the closure of the branch. Article 9 1. The compulsory disclosure provided for by Article 8 (1) (j) shall apply to the accounting documents of the company as drawn up, audited and disclosed pursuant to the law of the State which governs the company. Where they are not drawn up in accordance with or in a manner equivalent to Directives 78/660/EEC and 83/349/EEC, Member States may require that accounting documents relating to the activities of the branch be drawn up and disclosed. 2. Articles 4 and 5 shall apply. Article 10 The Member States shall prescribe that letters and order forms used by a branch state the register in which the file in respect of the branch is kept together with the number of the branch in that register. Where the law of the State by which the company is governed requires entry in a register, the register in which the company is entered, and the registration number of the company in that register must also be stated.
Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Article 8 
The compulsory disclosure provided for in Article 7 shall cover at least the following documents and particulars: (a) the address of the branch; (b) the activities of the branch; (c) the law of the State by which the company is governed; (d) where that law so provides, the register in which the company is entered and the registration number of the company in that register; the instruments of constitution, and memorandum and articles of association if they are contained in a separate instrument, with all amendments to these documents; the legal form of the company, its principal place of business and its object and, at least annually, the amount of subscribed capital if these particulars are not given in the documents referred to in subparagraph (e); the name of the company and the name of the branch if that is different from the name of the company; the appointment, termination of office and particulars of the persons who are authorized to represent the company in dealings with third parties and in legal proceedings: - as a company organ constituted pursuant to law or as members of any such organ, - as permanent representatives of the company for the activities of the branch. The extent of the powers of the persons authorized to represent the company must be stated, together with whether they may do so alone or must act jointly; - the winding-up of the company and the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation; - insolvency proceedings, arrangements, compositions or any analogous proceedings to which the company is subject; the accounting documents in accordance with Article 7; the closure of the branch. Article 9 1. The compulsory disclosure provided for by Article 8 (1) (j) shall apply to the accounting documents of the company as drawn up, audited and disclosed pursuant to the law of the State which governs the company. Where they are not drawn up in accordance with or in a manner equivalent to Directives 78/660/EEC and 83/349/EEC, Member States may require that accounting documents relating to the activities of the branch be drawn up and disclosed. 2. Articles 4 and 5 shall apply. Article 10 The Member States shall prescribe that letters and order forms used by a branch state the register in which the file in respect of the branch is kept together with the number of the branch in that register. Where the law of the State by which the company is governed requires entry in a register, the register in which the company is entered, and the registration number of the company in that register must also be stated.
Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Revised version (Article 8 ):
The compulsory disclosure provided for in Article 7 shall cover at least the following documents and particulars: (a) the address of the branch; (b) the activities of the branch; (c) the law of the State by which the company is governed; (d) where that law so provides, the register in which the company is entered and the registration number of the company in that register; (e) the instruments of constitution, and memorandum and articles of association if they are contained in a separate instrument, with all amendments to these documents; (f) the legal form of the company, its principal place of business and its object and, at least annually, the amount of subscribed capital if these particulars are not given in the documents referred to in subparagraph (e); (g) the name of the company and the name of the branch if that is different from the name of the company; (h) the appointment, termination of office and particulars of the persons who are authorized to represent the company in dealings with third parties and in legal proceedings: — as a company organ constituted pursuant to law or as members of any such organ, — as permanent representatives of the company for the activities of the branch. The extent of the powers of the persons authorized to represent the company must be stated, together with whether they may do so alone or must act jointly; (i) — the winding-up of the company and the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation; — insolvency proceedings, arrangements, compositions or any analogous proceedings to which the company is subject; — the winding-up of the company and the appointment of liquidators, particulars concerning them and their powers and the termination of the liquidation; — insolvency proceedings, arrangements, compositions or any analogous proceedings to which the company is subject; (j) the accounting documents in accordance with Article 9; (k) the closure of the branch.
Article 9 
1. The compulsory disclosure provided for by Article 8 (1) (j) shall apply to the accounting documents of the company as drawn up, audited and disclosed pursuant to the law of the State which governs the company. Where they are not drawn up in accordance with or in a manner equivalent to Directives 78/660/EEC and 83/349/EEC, Member States may require that accounting documents relating to the activities of the branch be drawn up and disclosed. 2. Articles 4 and 5 shall apply. Article 10 The Member States shall prescribe that letters and order forms used by a branch state the register in which the file in respect of the branch is kept together with the number of the branch in that register. Where the law of the State by which the company is governed requires entry in a register, the register in which the company is entered, and the registration number of the company in that register must also be stated.
Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Revised version (Article 9 ):
1. The compulsory disclosure provided for by Article 8 (1) (j) shall apply to the accounting documents of the company as drawn up, audited and disclosed pursuant to the law of the State which governs the company. Where they are not drawn up in accordance with or in a manner equivalent to Directives 78/660/EEC and 83/349/EEC, Member States may require that accounting documents relating to the activities of the branch be drawn up and disclosed. 2. Articles 4 and 5 shall apply.
Article 10 
The Member States shall prescribe that letters and order forms used by a branch state the register in which the file in respect of the branch is kept together with the number of the branch in that register. Where the law of the State by which the company is governed requires entry in a register, the register in which the company is entered, and the registration number of the company in that register must also be stated.
Article 11 
The following subparagraph is added to Article 46 (2) of Directive 78/660/EEC: '(e) the existence of branches of the company'.
Article 12 
The Member States shall provide for appropriate penalties in the event of failure to disclose the matters set out in Articles 1, 2, 3, 7, 8 and 9 and of omission from letters and order forms of the compulsory particulars provided for in Articles 6 and 10. Article 13 Each Member State shall determine who shall carry out the disclosure formalities provided for in this Directive. Article 14 1. Articles 3 and 9 shall not apply to branches opened by credit institutions and financial institutions covered by Directive 89/117/EEC (8). 2. Pending subsequent coordination, the Member States need not apply Articles 3 and 9 to branches opened by insurance companies. Article 15 Article 54 of Directive 78/660/EEC and Article 48 of Directive 83/349/EEC shall be deleted. Article 16 1. Member States shall adopt the laws, regulations and administrative provisions necessary to comply with this Directive not later than 1 January 1992. They shall forthwith inform the Commission thereof. 2. Member States shall stipulate that the provisions referred to in paragraph 1 shall apply from 1 January 1993 and, with regard to accounting documents, shall apply for the first time to annual accounts for the financial year beginning on 1 January 1993 or during 1993. 3. Member States shall communicate to the Commission the texts of the provisions of national law which they adopt in the field covered by this Directive. Article 17 The Contact Committee set up pursuant to Article 52 of Directive 78/660/EEC shall also: (a) facilitate, without prejudice to Articles 169 and 170 of the Treaty, the harmonized application of this Directive, through regular meetings dealing, in particular, with practical problems arising in connection with its application; (b) advise the Commission, if necessary, on any additions or amendments to this Directive. Article 18 This Directive is addressed to the Member States. Done at Brussels, 21 December 1989. For the Council The President E. CRESSON (1) OJ No C 105, 21. 4. 1988, p. 6. (2) OJ No C 345, 21. 12. 1987, p. 76 and OJ No C 256, 9. 10. 1989, p. 27. (3) OJ No C 319, 30. 11. 1987, p. 61. (4) OJ No L 65, 14. 3. 1968, p. 8. (5) OJ No L 222, 14. 8. 1978, p. 11. (6) OJ No L 193, 18. 7. 1983, p. 1. (7) OJ No L 126, 12. 5. 1984, p. 20.(8) OJ No L 44, 16. 2. 1989, p. 40. This site is managed by the Publications Office of the European Union Need help? 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Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Revised version (Article 12 ):
The Member States shall provide for appropriate penalties in the event of failure to disclose the matters set out in Articles 1, 2, 3, 7, 8 and 9 and of omission from letters and order forms of the compulsory particulars provided for in Articles 6 and 10.
Article 13 
Each Member State shall determine who shall carry out the disclosure formalities provided for in this Directive. Article 14 1. Articles 3 and 9 shall not apply to branches opened by credit institutions and financial institutions covered by Directive 89/117/EEC (8). 2. Pending subsequent coordination, the Member States need not apply Articles 3 and 9 to branches opened by insurance companies. Article 15 Article 54 of Directive 78/660/EEC and Article 48 of Directive 83/349/EEC shall be deleted. Article 16 1. Member States shall adopt the laws, regulations and administrative provisions necessary to comply with this Directive not later than 1 January 1992. They shall forthwith inform the Commission thereof. 2. Member States shall stipulate that the provisions referred to in paragraph 1 shall apply from 1 January 1993 and, with regard to accounting documents, shall apply for the first time to annual accounts for the financial year beginning on 1 January 1993 or during 1993. 3. Member States shall communicate to the Commission the texts of the provisions of national law which they adopt in the field covered by this Directive. Article 17 The Contact Committee set up pursuant to Article 52 of Directive 78/660/EEC shall also: (a) facilitate, without prejudice to Articles 169 and 170 of the Treaty, the harmonized application of this Directive, through regular meetings dealing, in particular, with practical problems arising in connection with its application; (b) advise the Commission, if necessary, on any additions or amendments to this Directive. Article 18 This Directive is addressed to the Member States. Done at Brussels, 21 December 1989. For the Council The President E. CRESSON (1) OJ No C 105, 21. 4. 1988, p. 6. (2) OJ No C 345, 21. 12. 1987, p. 76 and OJ No C 256, 9. 10. 1989, p. 27. (3) OJ No C 319, 30. 11. 1987, p. 61. (4) OJ No L 65, 14. 3. 1968, p. 8. (5) OJ No L 222, 14. 8. 1978, p. 11. (6) OJ No L 193, 18. 7. 1983, p. 1. (7) OJ No L 126, 12. 5. 1984, p. 20.(8) OJ No L 44, 16. 2. 1989, p. 40. This site is managed by the Publications Office of the European Union Need help? 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Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Article 14 
1. Articles 3 and 9 shall not apply to branches opened by credit institutions and financial institutions covered by Directive 89/117/EEC (8). 2. Pending subsequent coordination, the Member States need not apply Articles 3 and 9 to branches opened by insurance companies. Article 15 Article 54 of Directive 78/660/EEC and Article 48 of Directive 83/349/EEC shall be deleted. Article 16 1. Member States shall adopt the laws, regulations and administrative provisions necessary to comply with this Directive not later than 1 January 1992. They shall forthwith inform the Commission thereof. 2. Member States shall stipulate that the provisions referred to in paragraph 1 shall apply from 1 January 1993 and, with regard to accounting documents, shall apply for the first time to annual accounts for the financial year beginning on 1 January 1993 or during 1993. 3. Member States shall communicate to the Commission the texts of the provisions of national law which they adopt in the field covered by this Directive. Article 17 The Contact Committee set up pursuant to Article 52 of Directive 78/660/EEC shall also: (a) facilitate, without prejudice to Articles 169 and 170 of the Treaty, the harmonized application of this Directive, through regular meetings dealing, in particular, with practical problems arising in connection with its application; (b) advise the Commission, if necessary, on any additions or amendments to this Directive. Article 18 This Directive is addressed to the Member States. Done at Brussels, 21 December 1989. For the Council The President E. CRESSON (1) OJ No C 105, 21. 4. 1988, p. 6. (2) OJ No C 345, 21. 12. 1987, p. 76 and OJ No C 256, 9. 10. 1989, p. 27. (3) OJ No C 319, 30. 11. 1987, p. 61. (4) OJ No L 65, 14. 3. 1968, p. 8. (5) OJ No L 222, 14. 8. 1978, p. 11. (6) OJ No L 193, 18. 7. 1983, p. 1. (7) OJ No L 126, 12. 5. 1984, p. 20.(8) OJ No L 44, 16. 2. 1989, p. 40. This site is managed by the Publications Office of the European Union Need help? 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Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Revised version (Article 14 ):
1. Articles 3 and 9 shall not apply to branches opened by credit institutions and financial institutions covered by Directive 89/117/EEC ( 3 ). 2. Pending subsequent coordination, the Member States need not apply Articles 3 and 9 to branches opened by insurance companies.
Article 15 
Article 54 of Directive 78/660/EEC and Article 48 of Directive 83/349/EEC shall be deleted. Article 16 1. Member States shall adopt the laws, regulations and administrative provisions necessary to comply with this Directive not later than 1 January 1992. They shall forthwith inform the Commission thereof. 2. Member States shall stipulate that the provisions referred to in paragraph 1 shall apply from 1 January 1993 and, with regard to accounting documents, shall apply for the first time to annual accounts for the financial year beginning on 1 January 1993 or during 1993. 3. Member States shall communicate to the Commission the texts of the provisions of national law which they adopt in the field covered by this Directive. Article 17 The Contact Committee set up pursuant to Article 52 of Directive 78/660/EEC shall also: (a) facilitate, without prejudice to Articles 169 and 170 of the Treaty, the harmonized application of this Directive, through regular meetings dealing, in particular, with practical problems arising in connection with its application; (b) advise the Commission, if necessary, on any additions or amendments to this Directive. Article 18 This Directive is addressed to the Member States. Done at Brussels, 21 December 1989. For the Council The President E. CRESSON (1) OJ No C 105, 21. 4. 1988, p. 6. (2) OJ No C 345, 21. 12. 1987, p. 76 and OJ No C 256, 9. 10. 1989, p. 27. (3) OJ No C 319, 30. 11. 1987, p. 61. (4) OJ No L 65, 14. 3. 1968, p. 8. (5) OJ No L 222, 14. 8. 1978, p. 11. (6) OJ No L 193, 18. 7. 1983, p. 1. (7) OJ No L 126, 12. 5. 1984, p. 20.(8) OJ No L 44, 16. 2. 1989, p. 40. This site is managed by the Publications Office of the European Union Need help? 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Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Article 16 
1. Member States shall adopt the laws, regulations and administrative provisions necessary to comply with this Directive not later than 1 January 1992. They shall forthwith inform the Commission thereof. 2. Member States shall stipulate that the provisions referred to in paragraph 1 shall apply from 1 January 1993 and, with regard to accounting documents, shall apply for the first time to annual accounts for the financial year beginning on 1 January 1993 or during 1993. 3. Member States shall communicate to the Commission the texts of the provisions of national law which they adopt in the field covered by this Directive. Article 17 The Contact Committee set up pursuant to Article 52 of Directive 78/660/EEC shall also: (a) facilitate, without prejudice to Articles 169 and 170 of the Treaty, the harmonized application of this Directive, through regular meetings dealing, in particular, with practical problems arising in connection with its application; (b) advise the Commission, if necessary, on any additions or amendments to this Directive. Article 18 This Directive is addressed to the Member States. Done at Brussels, 21 December 1989. For the Council The President E. CRESSON (1) OJ No C 105, 21. 4. 1988, p. 6. (2) OJ No C 345, 21. 12. 1987, p. 76 and OJ No C 256, 9. 10. 1989, p. 27. (3) OJ No C 319, 30. 11. 1987, p. 61. (4) OJ No L 65, 14. 3. 1968, p. 8. (5) OJ No L 222, 14. 8. 1978, p. 11. (6) OJ No L 193, 18. 7. 1983, p. 1. (7) OJ No L 126, 12. 5. 1984, p. 20.(8) OJ No L 44, 16. 2. 1989, p. 40. This site is managed by the Publications Office of the European Union Need help? 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Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Revised version (Article 16 ):
1. Member States shall adopt the laws, regulations and administrative provisions necessary to comply with this Directive not later than 1 January 1992. They shall forthwith inform the Commission thereof. 2. Member States shall stipulate that the provisions referred to in paragraph 1 shall apply from 1 January 1993 and, with regard to accounting documents, shall apply for the first time to annual accounts for the financial year beginning on 1 January 1993 or during 1993. 3. Member States shall communicate to the Commission the texts of the provisions of national law which they adopt in the field covered by this Directive.
Article 17 
The Contact Committee set up pursuant to Article 52 of Directive 78/660/EEC shall also: (a) facilitate, without prejudice to Articles 169 and 170 of the Treaty, the harmonized application of this Directive, through regular meetings dealing, in particular, with practical problems arising in connection with its application; (b) advise the Commission, if necessary, on any additions or amendments to this Directive. Article 18 This Directive is addressed to the Member States. Done at Brussels, 21 December 1989. For the Council The President E. CRESSON (1) OJ No C 105, 21. 4. 1988, p. 6. (2) OJ No C 345, 21. 12. 1987, p. 76 and OJ No C 256, 9. 10. 1989, p. 27. (3) OJ No C 319, 30. 11. 1987, p. 61. (4) OJ No L 65, 14. 3. 1968, p. 8. (5) OJ No L 222, 14. 8. 1978, p. 11. (6) OJ No L 193, 18. 7. 1983, p. 1. (7) OJ No L 126, 12. 5. 1984, p. 20.(8) OJ No L 44, 16. 2. 1989, p. 40. This site is managed by the Publications Office of the European Union Need help? Help pages Contact Sitemap Follow us X Legal Legal notice Cookies policy Accessibility Privacy statement Information About EUR-Lex Newsletter Useful links Other services European Data EU tenders EU research results EU Whoiswho EU publications N-Lex EU Law in Force EU Law Tracker Discover more on europa.eu Contact the EU Call us 00 800 6 7 8 9 10 11 Use other telephone options Write to us via our contact form Meet us at one of the EU centres Social media Search for EU social media channels Legal Languages on our websites Privacy policy Legal notice Cookies EU institutions European Parliament European Council Council of the European Union European Commission Court of Justice of the European Union (CJEU) European Central Bank (ECB) European Court of Auditors European External Action Service (EEAS) European Economic and Social Committee European Committee of Regions (CoR) European Investment Bank European Ombudsman European Data Protection Supervisor (EDPS) European Data Protection Board European Personnel Selection Office Publications Office of the European Union Agencies Switch to mobile Switch to desktop This site is managed by the Publications Office of the European Union Need help? Help pages Contact Sitemap Follow us X Legal Legal notice Cookies policy Accessibility Privacy statement Information About EUR-Lex Newsletter Useful links Other services European Data EU tenders EU research results EU Whoiswho EU publications N-Lex EU Law in Force EU Law Tracker This site is managed by the Publications Office of the European Union Need help? Help pages Contact Sitemap Follow us X Legal Legal notice Cookies policy Accessibility Privacy statement Need help? Help pages Contact Sitemap Help pages Contact Sitemap Help pages Contact Sitemap Follow us X Legal Legal notice Cookies policy Accessibility Privacy statement Legal notice Cookies policy Accessibility Privacy statement Legal notice Cookies policy Accessibility Privacy statement Information About EUR-Lex Newsletter Useful links Other services European Data EU tenders EU research results EU Whoiswho EU publications N-Lex EU Law in Force EU Law Tracker Information About EUR-Lex Newsletter Useful links About EUR-Lex Newsletter Useful links About EUR-Lex Newsletter Useful links Other services European Data EU tenders EU research results EU Whoiswho EU publications European Data EU tenders EU research results EU Whoiswho EU publications European Data EU tenders EU research results EU Whoiswho EU publications N-Lex EU Law in Force EU Law Tracker N-Lex EU Law in Force EU Law Tracker Discover more on europa.eu Contact the EU Call us 00 800 6 7 8 9 10 11 Use other telephone options Write to us via our contact form Meet us at one of the EU centres Social media Search for EU social media channels Legal Languages on our websites Privacy policy Legal notice Cookies EU institutions European Parliament European Council Council of the European Union European Commission Court of Justice of the European Union (CJEU) European Central Bank (ECB) European Court of Auditors European External Action Service (EEAS) European Economic and Social Committee European Committee of Regions (CoR) European Investment Bank European Ombudsman European Data Protection Supervisor (EDPS) European Data Protection Board European Personnel Selection Office Publications Office of the European Union Agencies Discover more on europa.eu Contact the EU Call us 00 800 6 7 8 9 10 11 Use other telephone options Write to us via our contact form Meet us at one of the EU centres Social media Search for EU social media channels Legal Languages on our websites Privacy policy Legal notice Cookies Contact the EU Call us 00 800 6 7 8 9 10 11 Use other telephone options Write to us via our contact form Meet us at one of the EU centres Call us 00 800 6 7 8 9 10 11 Use other telephone options Write to us via our contact form Meet us at one of the EU centres Call us 00 800 6 7 8 9 10 11 Use other telephone options Write to us via our contact form Meet us at one of the EU centres Social media Search for EU social media channels Search for EU social media channels Legal Languages on our websites Privacy policy Legal notice Cookies Languages on our websites Privacy policy Legal notice Cookies Languages on our websites Privacy policy Legal notice Cookies EU institutions European Parliament European Council Council of the European Union European Commission Court of Justice of the European Union (CJEU) European Central Bank (ECB) European Court of Auditors European External Action Service (EEAS) European Economic and Social Committee European Committee of Regions (CoR) European Investment Bank European Ombudsman European Data Protection Supervisor (EDPS) European Data Protection Board European Personnel Selection Office Publications Office of the European Union Agencies European Parliament European Council Council of the European Union European Commission Court of Justice of the European Union (CJEU) European Central Bank (ECB) European Court of Auditors European External Action Service (EEAS) European Economic and Social Committee European Committee of Regions (CoR) European Investment Bank European Ombudsman European Data Protection Supervisor (EDPS) European Data Protection Board European Personnel Selection Office Publications Office of the European Union Agencies European Parliament European Council Council of the European Union European Commission Court of Justice of the European Union (CJEU) European Central Bank (ECB) European Court of Auditors European External Action Service (EEAS) European Economic and Social Committee European Committee of Regions (CoR) European Investment Bank European Ombudsman European Data Protection Supervisor (EDPS) European Data Protection Board European Personnel Selection Office Publications Office of the European Union Agencies Switch to mobile Switch to desktop Switch to mobile Switch to desktop
Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Revised version (Article 17 ):
The Contact Committee set up pursuant to Article 52 of Directive 78/660/EEC shall also: (a) facilitate, without prejudice to Articles 169 and 170 of the Treaty, the harmonized application of this Directive, through regular meetings dealing, in particular, with practical problems arising in connection with its application; (b) advise the Commission, if necessary, on any additions or amendments to this Directive.
Article 18 
This Directive is addressed to the Member States. Done at Brussels, 21 December 1989
Amendment rationale: EXPLANATORY MEMORANDUM CONTEXT The financial crisis has highlighted once again the importance of transparency across the financial markets, including on companies governance and business activities. The Competitiveness Council Conclusions of 25 May 2010 confirmed that improving access to up-to-date and trustworthy information on companies could encourage greater confidence in the market, help recovery and increase the competitiveness of European business[1]. Business registers[2] play an essential role in this regard; they register, examine and store company information, such as information on a company's legal form, its seat, capital, legal representatives and annual accounts, and they make this information available to the public. Businesses increasingly expand beyond national borders using the opportunities offered by the single market. Progress in the field of information technology makes it easier for citizens and companies to purchase and sell goods and services abroad. Cross-border groups as well as many restructuring operations, such as mergers and divisions involve companies from different Member States of the EU. Accordingly, there is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. Cross-border access to business information requires the cross-border cooperation among business registers. Some cooperation between them already exists but it is limited to certain types of information and does not cover all Member States. It is therefore not sufficient to satisfy the information needs induced by the business activity in the single market. But efficient cross-border cooperation between business registers is not only essential for the smooth functioning of the single market. It also reduces costs for companies operating cross-border. In 2007, the Commission launched an Action Programme for reducing administrative burdens in order to improve the business environment for EU companies[3] that was endorsed by the Spring European Council in March 2007[4]. In 2008, a large-scale administrative cost measurement exercise was carried out in which company law was considered a priority area[5]. The High Level Group of Independent Stakeholders on Administrative Burdens was fully in support of achieving interoperability between trade registers throughout Europe[6]. The interconnection of business registers is one of the proposals in the Communication on the Single Market Act[7] that aim to create a more business-friendly legal and fiscal environment and can also contribute to the agenda Europe 2020[8] by improving confidence in the single market. OBJECTIVES OF THE PROPOSAL The objectives of this initiative are to increase confidence in the European single market by ensuring a safer business environment for consumers, creditors and other business partners, to foster the competitiveness of European business by reducing administrative burdens and increasing legal certainty and to improve the performance of public administration by promoting cooperation between business registers in Europe in procedures for cross-border mergers, seat transfers and updating the registration of foreign branches where cooperation mechanisms are lacking or limited. The amendments to Directive 2009/101/EC therefore aim at facilitating cross-border access to official business information by setting up an electronic network of registers and determining a common minimum set of up-to-date information to be made available to third parties by electronic means in every Member State. The amendments to Directive 89/666/EEC[9] are intended to ensure that the business register of a company provides up-to-date information on the status of the company to the business register of foreign branches all across Europe. The amendments to Directive 2005/56/EC[10] aim to improve a cooperation framework between business registers in cross-border merger procedures. While Regulations 2157/2001[11] and 1435/2003[12] require cross-border cooperation between business registers in relation to the transfer of the registered office of European Companies (SEs) and European Cooperative Societies (SCEs), it might be more appropriate to amend these legal instruments as part of the upcoming review of the Regulations. It is to note that the European e-Justice portal[13] is to become the key point of access to legal information, legal and administrative institutions, registers, databases and other services in the EU. This proposal is complementary to the e-Justice project and should contribute to easier access to business information through the portal.
Revised version (Article 18 ):
This Directive is addressed to the Member States.