Directive 2012/17 - Amendment of Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the European Parliament and of the Council as regards the interconnection of central, commercial and companies registers - Main contents
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Directive 2012/17/EU of the European Parliament and of the Council of 13 June 2012 amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the European Parliament and of the Council as regards the interconnection of central, commercial and companies registers Text with EEA relevance| Legal instrument | Directive |
|---|---|
| Number legal act | Directive 2012/17 |
| Original proposal | COM(2011)79  |
| CELEX number i | 32012L0017 |
| Document | 13-06-2012 |
|---|---|
| Publication in Official Journal | 16-06-2012; OJ L 156, 16.6.2012,Special edition in Croatian: Chapter 17 Volume 002 |
| Effect | 06-07-2012; Entry into force Date pub. +20 See Art 6 |
| End of validity | 19-07-2017; Implicitly repealed by 32017L1132 |
| Transposition | 07-07-2014; At the latest See Art 5 |
16.6.2012 |
EN |
Official Journal of the European Union |
L 156/1 |
DIRECTIVE 2012/17/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 13 June 2012
amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the European Parliament and of the Council as regards the interconnection of central, commercial and companies registers
(Text with EEA relevance)
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Treaty on the Functioning of the European Union, and in particular Article 50 thereof,
Having regard to the proposal from the European Commission,
After transmission of the draft legislative act to the national parliaments,
Having regard to the opinion of the European Economic and Social Committee (1),
Acting in accordance with the ordinary legislative procedure (2),
Whereas:
(1) |
Businesses are increasingly expanding beyond national borders, using the opportunities offered by the internal market. Cross-border groups, as well as many restructuring operations, such as mergers and divisions, involve companies from different Member States. Consequently, there is an increasing demand for access to information on companies in a cross-border context. However, official information on companies is not always readily available on a cross-border basis. |
(2) |
Eleventh Council Directive 89/666/EEC of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State (3) establishes the list of documents and particulars that companies have to disclose in the register of their branch. However, there is no legal obligation on the registers to exchange data concerning foreign branches. This leads to legal uncertainty for third parties as, despite the striking-off of the company from the register, its branch may continue to operate. |
(3) |
Operations such as cross-border mergers have made day-to-day cooperation between business registers a necessity. Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies (4) requires the registers to cooperate across borders. There are, however, no established channels of communication that could accelerate procedures, help overcome language problems, and enhance legal certainty. |
(4) |
Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009 on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty, with a view to making such safeguards equivalent (5) ensures, inter alia, that documents and particulars stored in the register can be accessed by paper means or by electronic means. However, citizens and companies still need to search the register on a country-by-country basis, in particular because the current voluntary cooperation between registers has not proved to be sufficient. |
(5) |
The Commission Communication on the Single Market Act identified the interconnection of central, commercial and companies registers as a measure required to create a more business-friendly legal and fiscal environment. The interconnection should contribute to fostering the competitiveness of European business by reducing administrative burdens and increasing legal certainty and thus contributing to an exit from the global economic and financial crisis, which is one of the priorities of the agenda Europe 2020. It should also improve cross-border communication between registers by using innovations in information and communication technology. |
(6) |
The Council Conclusions of 25 May 2010 on the interconnection of business registers... |
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