CE en ce qui concerne l’interconnexion des registres centraux, du commerce et des sociétés - Main contents

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dossier	SEC(2011)223 - DOCUMENT DE TRAVAIL DES SERVICES DE LA COMMISSION RÉSUMÉ DE L'ANALYSE D'IMPACT Document accompagnant la proposition de ...
document	SEC(2011)223
date	February 24, 2011

agreement

The conclusion of the impact assessment is the option A4 should be preferred. While options A2-A4 could bring about positive changes as regards effectiveness, option A2 could not ensure legal certainty and the application of the rules in all Member States. Options A3 and A4 could reduce administrative burden and provide legal certainty. While option A3 would assure the highest level of uniformity, it would not be flexible at all. Option A4 would complement legislation by a delegated act and thus would allow the different registries to take into account their specificities. The costs of options A3 and A4 would be the same.

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

The cross-border cooperation of business registers in cross-border merger and seat transfer procedures is required explicitly by European legal instruments. However they do not provide guidance on the method of sending the notification. In practice, the notifications between business registers are usually transmitted by regular mail in the language of the issuing authority. Due to the current low number of procedures, business registries are, at present, able to treat the notifications manually. However, they expect to face difficulties if the number increases in the future.

The difficulties of cooperation between business registers in cross-border merger and seat transfer have a negative impact on legal certainty. If a requirement for cooperation existed when an SE or an SCE is created by cross-border merger, the administrative burden on these companies could be reduced.

Four options were examined:

- Option B1: No policy change

- Option B2: Recommend detailed rules for business registers on the method of cooperation in cross-border merger and seat transfer procedures

- Option B3: Lay down legal requirements specifying the technical details of the cooperation between business registers in cross-border merger and seat transfer procedures

- Option B4: Lay down legal requirements for cooperation and specify the technical details in cross-border merger and seat transfer procedures in a delegated act/governance agreement

The conclusion of the impact assessment is that option B4 should be preferred. As, with the exception of the formation of an SE and an SCE through a cross-border merger, there are already legal obligations for business registers to cooperate on cross-border procedures, only a legal provision delegating powers to the Commission is necessary. Option B3 seems too rigid while options B2 and B4 both provide the necessary flexibility for Member States. However, option B4 (delegated act) is the more appropriate solution as it mandatorily involves all Member States while in option B2 keeps the participation voluntary. Options B3 and B4 could reduce administrative burden on companies in relation to the formation of SEs and SCEs by a cross-border merger. The costs could be limited, depending on the choice of the ICT tools.

5.4. Difficult cross-border access to business information

While business information on companies is easily available in the country of their registration, access to the same information from another Member State may be hindered by technical or language barriers EBR does not cover all 27 Member States and the information that is accessible through the network varies from one country to another.

The lack of a unique company identifier makes the identification of companies difficult in cross-border situations (e.g. mergers or groups). The frequency of updating business information is currently not harmonised and there is no information for the users of the data as regards its reliability in the different Member States.

The limited cross-border access to business information results in a riskier business environment for consumers and for existing or potential business partners. The problem also results in less legal certainty.

Four options were examined:

- Option C1: No policy change

- Option C2: Recommend detailed rules for business registers to ensure better cross-border access to information

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

- Option C4: Lay down a requirement for Member States to participate in an electronic network of business registers, determine the list of information to be transmitted through the network and the frequency of updating the registered information and specify the technical details of the cooperation in a delegated act/governance agreement

The conclusion of the impact assessment is the option C4 should be preferred. Option C2 has a potential while options C3 and C4 have a certain positive impact on stakeholders. Non-legislative measures (option C2) could not ensure legal certainty with respect to access to information. Options C3 and C4 would create a clear legal framework, but option C3 would require legislative amendments in case technical details change. Option C4 would ensure the necessary flexibility. The options have no impact on administrative burden. The costs, however, could be significant.
6.Monitoring and Evaluation

The Commission will follow the implementation phase of the provisions and provide for a framework for a structured discussion of national experts (e.g. workshops) on the details of the delegated act. Five years after the transposition of the provisions, the effect of the measures should be evaluated.

19678/10.

2COM(2009) 614 final.

3SEC(2009) 1492.

4Feedback statement: http://ec.europa.eu/internal_market/company/business_registers/index_en.htm

52010/2055(INI).

6INT/517.

7CdR 20/2010.

8Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009 on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent (OJ L 258, 1.10.2009, p. 11).

9Directive 2003/58/EC of the European Parliament and of the Council of 15 July 2003 amending Council Directive 68/151/EEC, as regards disclosure requirements in respect of certain types of companies (OJ L 221, 4.9.2003, p. 13).

10Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies (OJ L 310, 25.11.2005, p. 1).

11Regulation (EC) No 2001/2157 of 8 October 2001 on the Statute for a European company (OJ L 294, 10.11.2001, p. 1).

12Regulation (EC) No 2003/1435 of 18 August 2003 on the Statute for a European Cooperative Society (OJ L 207, 18.08.2003, p. 1).

13 http://www.ebr.org/

14 http://www.briteproject.eu

15Cf. Cap Gemini, Deloitte, Ramboll Management: Final Report for Priority Area Annual Accounts / Company Law, EU Project on Baseline Measurement and Reduction of Administrative Costs.

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