President. − The next item is the report (A7-0022/2012) by Kurt Lechner, on behalf of the Committee on Legal Affairs, on the proposal for a directive of the European Parliament and of the Council amending Directives 89/666/EEC, 2005/56/EC and 2009/101/EC as regards the interconnection of central, commercial and companies registers (COM(2011)0079 – C7-0059/2011 – 2011/0038(COD)).
Kurt Lechner, rapporteur. – (DE) Mr President, firstly, I note that my microphone button is clearly working, so I have the benefit of freedom of speech.
It is quite clear that better access to commercial registers and better interconnection of commercial registers are of great importance and are highly desirable. The importance of these commercial registers for legal transactions and the economy is also obvious. The first Companies Directive dealing with the establishment of commercial registers and their content was adopted as far back as 1968. This is being amended here, along with the directives on branches and on mergers.
Commercial registers have been required to be kept electronically since 2007. It is evident, however, that the potential of this electronic register-keeping can only be fully exploited if, rather than sending stacks of files all over the place, communication between the registers also takes place electronically, if the registers are also accessible to outsiders, and finally – and very importantly – if everyone is on board, not just a few. We have to distinguish between, on the one hand, communication between the registers themselves – particularly main offices and branches – and, on the other hand, cross-border access by citizens, companies and advisers.
Parliament welcomed the Commission’s initiative from the start, and I can state that during the consultations agreement was reached between the Commission, the Council and Parliament on all the matters of substance. In this regard I should like to extend my thanks to all the representatives of the political groups, but also to the Commission, which contributed to this by tabling a very good proposal. I would like to thank not only the Danish Presidency, but also and above all the Polish Presidency, which put a great deal of effort into the details and pushed things forward.
I would like to mention briefly a few key points. A platform is being created which can be accessed via the e-Justice Portal. Although it is not necessary for the Commission to run the platform itself, it was important to us that the Commission be responsible for it in law – and that is something we have achieved. The registers are too sensitive and too important to be simply handed over wholesale to private institutions. I would like to point out that in future there will be a core of information that is available in all the official languages at no cost; that companies will not be burdened with excessive administration, such as for setting up identifiers; that data protection has been ensured; and that, in future, the registers will be brought up to date much more quickly.
Commercial registers are kept at national and regional level, and will remain so. That will still be the case. We are merely regulating access and communication between the registers. The registers vary in standard, and unfortunately they also vary in reliability. A particularly important factor, however, is that the legal significance of the content of the registers differs from one Member State to another. This is a potential source of serious misunderstandings, particularly for inexperienced users. Reference must therefore be made to this when presenting the data, and information must be made available.
Many of the technical details have yet to be clarified before the whole thing can be up and running. Since the registers are, after all, kept by the Member States, Parliament has stated that it is happy for these technical details to be decided to a certain extent by the Commission and the Member States within the framework of implementing provisions through learning by doing. All we can do here today is to establish the legal basis for setting up the whole thing and ensure that all the Member States have to participate, which was not the case previously.
There remains a great deal of work to be done as regards the practicalities. I would like to see this working in reality as soon as possible, which would represent considerable progress in the internal market. I wish the initiative every success.
Michel Barnier, Member of the Commission. – (FR) Mr President, we have just spoken about intellectual property, which concerns so many companies — I mentioned the one million trade marks proposed and protected in Alicante — and we are still talking about a Europe of practical progress based on the Commission’s proposals thanks to you and thanks to the Council of Ministers.
I wanted to emphasise this practical Europe and in particular this ambition I spoke of at the beginning of my term in office two years ago that together, with regard to the internal market and the economy, we must reconcile both small and medium-sized enterprises and consumers with this large market, whereas, up to now, these small and medium-sized enterprises have felt that the large single market was not made for them, but only for the big companies.
Mr Lechner, I want to thank you and your colleagues, as this issue does concern small and medium-sized enterprises. By facilitating access to information for citizens, small businesses and public authorities, this interconnection will allow any EU citizen to use the network of commercial registers in their own language from a central access point to obtain information immediately about any European business no matter where it is based, and about its cross-border operations in particular.
Until now, the lack of a network connecting national commercial registers made it very complicated to access information on companies in other Member States, resulting in considerable administrative and financial burdens for cross-border businesses. This additional cost, honourable Members, is estimated at around EUR 70 million per year.
The lack of real interconnection between the registers has also resulted in less transparency for other businesses, consumers and public powers. This progress will therefore also lead to greater transparency; at the same time, we will improve legal certainty by allowing for around 17 000 foreign branches, which in reality have not been operational since their parent company was dissolved, to be removed from the register.
Our initiative had two objectives: better access to information on companies and greater legal certainty for branches and cross-border operations. Furthermore, our proposal received strong support during the public consultation, not only from the private sector but also from the Council, the European Parliament, the Committee of the Regions and the European Economic and Social Committee.
Allow me, Mr President, to express my sincerest thanks to your rapporteur, Kurt Lechner, for his work, to the shadow rapporteurs, Evelyn Regner and Alexandra Thein, and also to the Hungarian, Polish and Danish Presidencies, which supported this issue. I would also like to welcome and thank all of the parties, yourself and the Council for the sense of compromise they have shown in managing to finalise the adoption of this report so quickly.
You have a lot of expectations of the Commission. It will play a central role in the future system. I hope that we will measure up to our responsibilities, even though, let me remind you, there will inevitably be questions regarding financial resources. However, I have good reason to believe that these issues will be quickly resolved.
Mr Lechner, this interconnection of commercial registers for citizens and businesses, in particular for small and medium-sized enterprises, is a worthwhile project, as you have said, and I wanted to thank you for this progress, which we will bring about together towards the correct functioning of the single market.
Raffaele Baldassarre, on behalf of the PPE Group. – (IT) Mr President, Commissioner, ladies and gentlemen, I congratulate Mr Lechner on the excellent work he has done, which clears the way for a measure that specifically meets the needs of business, particularly of small businesses, and contributes to the process of completing the internal market. The interconnection of national companies registers is of fundamental assistance to firms wishing to open a branch in another Member State or simply do business with enterprises in other states.
As well as increasing consumer and user confidence in cross-border transactions, this interconnection will result in saving businesses a potential EUR 69 billion of costs every year. What is more, this measure will increase legal certainty, which will help to solve one of the problems businesses face most often in their cross-border activities.
Notwithstanding that the interconnection is of a purely technical nature, and will not therefore also extend to the legal consequences arising from the use of registers, the transparency and the reliability of the information that this will be able to provide and guarantee form the basis on which consumers and information users can exercise and defend their rights.
In conclusion, I should point out that a special feature of this measure is that questions of a technical nature cannot be answered exhaustively. In other words, problems and the relevant solutions will arise and have to be developed in the course of the creation of the network. For this reason, the interconnection process will succeed only if, as I hope, the Commission and the Member States work together closely.
Evelyn Regner, on behalf of the S&D Group. – (DE) Mr President, Commissioner, the interconnection of companies registers is a technical matter, but it is by no means only a technical matter. It concerns the greater European whole, and is about strengthening confidence in the internal market. It is also about strengthening the reciprocal trust that Member States have in each other’s legal systems. This alone represents excellent European added value.
I would like to see this project go further; I would like to see it as a valuable step along the way, but not the final destination. Indeed, I would like our goal to be the setting up one day of a European companies register, and I hope that day is not too far off.
A lot of thanks have been given today, and I would like to add my voice to these. Cooperation with the rapporteur, Mr Lechner, and with the shadow rapporteurs was constructive, and in particular cooperation with the Danish Presidency, with the Polish Presidency before that and with the Commission has also been extremely gratifying.
My main concern in this report was for the registers to be as reliable as possible. Since we want all the Member States to participate, it is particularly important that we make it clear which Member State the data comes from and what its legal implications are. At the end of the day, the differences are far too great.
A minimum standard of reliability can also only exist if any changes to the data are entered in the register without delay. In the report the period for notifying such changes is limited to 21 days. As a result, the registers should remain up-to-date and reliable.
Finally, Commissioner, you mentioned the cost aspect. This is a further example of how constructive and how important it is to work together on this one step at a time. The argument of cost savings of EUR 60 to 70 million is indeed a weighty one that should serve to help drive forward the interconnection of companies registers as quickly as possible.
This report is therefore a really useful one that will make life easier for citizens in particular, but also for investors, companies and supervisory authorities. Let us carry on in this vein.
Alexandra Thein, on behalf of the ALDE Group. – (DE) Mr President, Commissioner Barnier, ladies and gentlemen, the interconnection of companies and commercial registers is a further milestone along the way to creating a European area of law. I am pleased that this matter, which is so important for our small and medium-sized enterprises in particular, and which I advocated and promised to work for during my electoral campaign, has now – following trialogue negotiations – been successfully incorporated into a directive.
There are two aspects to this. Firstly, it gives citizens and companies easier cross-border access to commercial registers. Until now, if you wanted to access, say, a Greek commercial register, you had to instruct a Greek lawyer – who of course also had to speak your language, or at least a language that you had in common. The end result was extra costs and wasted time. This should now be able to take place via a platform. What is special about this platform is that I can make an enquiry in my own language and get an answer in my own language.
Secondly, the commercial registers will now cooperate in a more institutionalised way, rather than on a voluntary basis as they have until now. Moreover, I regret to say that in the past one could not always rely on the entries in commercial registers of other Member States, particularly where the registration of branches in other Member States was concerned. We have now incorporated a requirement stating that, in future, entries must be made without delay or at latest within 21 days – provided, of course, that the conditions are met.
Every company and every branch is to be given an identifier. The existing national commercial registers are not just kept only in their national language, but they also differ in many respects de facto and de jure; for example, as regards their legal significance and the reliability of the data recorded.
The directive aims only to interconnect the national registers in technical terms, not to harmonise the national systems. Nonetheless, for practical business life it is an extremely helpful measure that will encourage further integration of the internal market and will improve legal clarity and legal certainty for companies and citizens.
I hope that the considerable technical work and software work that will be required for this can be achieved on time, by the year 2014.
Sajjad Karim, on behalf of the ECR Group. – Mr President, my colleague Mr Lechner has held some very weighty briefs in committee and he has once again done justice to the efforts that were required from him. I thank him for his approach.
This is of course one of the proposals in the Single Market Act Communication which outlines 50 proposals to strengthen the internal market. It addresses an obvious missing link in the sharing of company information which will reduce administrative burdens for those seeking information across borders. It is actually estimated that it will save more than EUR 69 million per year.
At EU level we are seeking to reach out, under our growth strategy, by means of free trade agreements. It is important that, whilst we do that, we also look internally and encourage companies to expand beyond their national borders and to operate across the single market. The legal certainty and increased transparency that comes from the sharing of information in this way will help them conduct their business in a more streamlined way, once again linking into our growth-focused strategy.
I have to say that this does not apply to all the initiatives coming from the Commission. Certainly the misguided contract sales law proposals are deeply unhelpful and unwanted.
The interconnection of registers, rather than a centralised approach, makes this much more efficient as companies will not need to supply information on multiple occasions or go beyond existing requirements to provide information. I strongly encourage the Commission to come forward with other such genuinely growth-focused measures rather than – as I said before – unhelpful and unwanted instruments like the proposed sales law.
Our SMEs and other businesses and companies are crying out for a growth strategy at EU level, and in these strained times we are duty bound to deliver on that. Navel gazing is not the answer. We have to be brave, and we have to look outwards and reach out on their behalf.
Jaroslav Paška, on behalf of the EFD Group. – (SK) Mr President, there is no doubt that a systematic improvement in public awareness of business structures operating under the legislative rules of individual countries will be necessary in order to successfully continue with the creation of a common economic space of the European Union. Registers of natural and legal persons engaged in business activities are compiled in individual countries according to national regulations, and therefore they naturally differ in structure and in the reliability of the recorded data.
The Commission’s efforts towards the technical interconnection of the existing national registers will accelerate and streamline the exchange of information between registers and facilitate access for citizens and businesses to the business databases of other Member States. Such a coordinated, informed platform can certainly be a good first step towards the clarification of the complex business structure of the European Union. I am aware of the technical difficulty of such a project, but I firmly believe that it can significantly contribute to the provision of information and strengthen legal certainty in the European business environment.
(The speaker agreed to take a blue-card question under Rule 149(8))
Paul Rübig (PPE), Blue-card question. – (DE) Mr President, Mr Paška, I would be interested to know how you currently see the situation in your country with regard to these new provisions from the European Union. How quickly will this be able to be implemented in your country?
Jaroslav Paška (EFD), Blue-card answer. – (SK) Mr Rübig, I firmly believe that in our country we are able to apply, I would say, European legislation as quickly as in other European Union countries. Business registers are well recorded and well prepared in the Slovak Republic, and both the Commercial Register and the Trade Register are available online. They are updated regularly, practically every week, so I believe that the Slovak Republic will have no problem in this area.
Elena Băsescu (PPE). – (RO) Mr President, in light of the facilities offered by the single market, many European companies also carry out economic activities in other EU Member States. For legal and commercial reasons, company information must be accessible in real time throughout the entire European Union. Creating a European central platform will enable this to happen by linking up Member States’ commercial registers. It will also enhance transparency, thanks to the use of a unique identifier for companies and their branches in other countries. This measure will remove legal uncertainties, especially when companies with subsidiaries in several countries are closed down. The new provisions will also facilitate the necessary cooperation between national registers during mergers between companies in different states.
I think that suitable protection also needs to be given to personal data. In this context, I welcome Amendment 21 tabled by the European Parliament. I also welcome the other improvements made to the draft directive at Parliament’s suggestion. I am thinking in particular about the areas regulated by delegated acts. The clarifications regarding the funding method for the new European connection system are also suitable.
I would like to mention that the National Trade Register Office in Romania recently launched a new IT platform. It provides practical benefits to the business sector and creates the conditions for connecting to other EU Member States. In fact, on the very first day that the new online platform was in operation, a higher number of applications were registered than the daily average, highlighting the benefits for users.
Silvia-Adriana Ţicău (S&D). – (RO) Mr President, the aim of the directive is a purely technical interconnection between existing national registers, and not a harmonisation of their legal requirements. As part of e-government services, the interconnection of national registers concerns solely the exchange of information currently available in registers and not the introduction of a business register containing its own data. Only interconnection will leverage the full potential inherent in maintaining computerised registers. By using implementing acts the Commission is adopting the technical specifications which define: communication methods based on electronic means for the register interconnection system; communication protocols; technical measures ensuring the minimum security standards for communicating and distributing information within the register interconnection system; the detailed list of data transmitted for the purpose of exchanging information between registers; the set of data required for the platform to perform its functions, as well as the method of storage, use and protection of such data, and the structure and use of the unique identifier for communication between registers.
Monica Luisa Macovei (PPE). - Mr President, the proposed directive contributes, firstly, to the integration of the single market. Secondly, it contributes to a more efficient use of the resources of the Member States’ judicial systems
Thirdly, it contributes to increased market transparency by easy access to relevant information. EU economic actors will benefit from updated and reliable information on potential business partners and on foreign legal systems. They need this information. This makes them able to assess to a larger extent the risks and benefits of starting a business or doing business in a particular country.
Fourthly, it contributes to stronger, longer-term and more secure cross-border business. Fifthly, all of this will improve legal certainty and reduce the incidence of legal actions in commercial matters throughout the EU.
Those are some benefits of this directive. Using the e-justice portal as an electronic access point to legal provisions, information about registers and European and national databases is an inspired choice. Initially designed to support judicial and police cooperation, this tool is now being extended to administrative cooperation in relation to the functioning of the single market. This will consolidate the utility and reliability of the platform and will provide additional incentives for enhanced mutual trust between Member States’ administrations.
The concrete procedures and technical specifications are being left for subsequent Commission implementing acts. This is why the Commission needs to foresee efficient means to ensure that data protection requirements will be observed and enforced effectively by all Member States. Particular attention should be paid to such procedures as effective automatic data transfers between registers, as provided for in the amended Recital 15.
Overall, the new directive has the potential to enhance competition, in parallel with trust, by building confidence in the business environment of the internal market.
Monika Flašíková Beňová (S&D). – (SK) Mr President, taking advantage of the opportunities of the internal market, European companies are increasingly starting to operate abroad, that is to say beyond their national borders. Demand for access to information on companies in a cross-border context is therefore rising. Official information on companies from other Member States, however, is not always readily available, and the current voluntary cooperation between registers does not appear to be adequate. This is why the interconnection of central registers, business registers and company registers could and, especially, should contribute to strengthening the competitiveness of European businesses by reducing the administrative burden and increasing legal certainty.
Making use of innovations in information and communication technologies should improve cross-border communications between registers. I strongly believe, however, that a shift in cross-border access to business information can take place only if all Member States are involved in building an electronic network, and business information users are provided with information in a standardised form across the European Union.
Sergio Paolo Francesco Silvestris (PPE). – (IT) Mr President, I should like to congratulate Mr Lechner sincerely on the excellent work he has done and to emphasise the three grounds that give me the most satisfaction in the debate that we are engaged in with regard to the Commissioner’s words on the interconnection of central, commercial and companies registers.
This directive will essentially make sure we take three steps forward. First, businesses wishing to open a branch in another state or do business with enterprises operating in other states will be able to do so more easily and more flexibly. This substantially guarantees the completion of the single market and does so by increasing the options available to European businesses.
Second, this directive will result in cost savings of EUR 69 billion per year for European businesses of this type, which cannot fail to improve their competitiveness. It is an absolutely fundamental response from Europe at a time of crisis like the present. This is therefore a directive that enhances competitiveness through transparency and legality.
Janusz Władysław Zemke (S&D). - (PL) Mr President, I am in favour of the view that a directive concerning commercial registers is, without doubt, a step in the right direction. If this directive comes into force, companies and citizens will find it much easier to communicate with each other and will be able to obtain clear and up-to-date information much faster. The directive leaves legal issues concerning commercial registers under the management of individual states, and focuses on technical aspects. I would, however, like to draw attention to the fact that this technical area will no doubt require additional work, especially as regards contacts of an international nature. There is therefore still a great deal of work ahead of us.
Paul Rübig (PPE). – (DE) Mr President, I would like to thank Mr Lechner, because this particular register in the European languages will naturally open up opportunities to bring together new customers and suppliers. I believe that the formation of networks and the information required for this are of great importance, and I believe that this will make our European economy more competitive again.
(End of catch-the-eye procedure)
Michel Barnier, Member of the Commission. – (FR) Mr President, I would like to thank you all for the support you have lent to this initiative, particularly Mr Silvestris just a moment ago, Ms Ţicău, Mr Zemke, Ms Băsescu and Mr Baldassarre who provided economic support for this project. I would also like to say to Mr Baldassarre, and to each and every one of you, that this project concerns large companies just as much as smaller companies. Mr Baldassarre had the opportunity, particularly when he presented the report on the patent, to prove just how much personal attention he had paid to the place and the role of small and medium-sized enterprises.
Ms Regner, you also supported this initiative and mentioned the idea that it should go further by putting in place a true common European register. Personally, I think that it is logical for us to have such common tools in the context of the single market. Just a short time ago we spoke about the Trade Marks Office. I could also mention the Patents Office. A common register could be useful for businesses but, as you know Ms Regner, we are building Europe and this single market step by step, stage by stage. Today this network pooling and interconnecting national networks, this common access point is a first step. That is how we must look at things.
I would like to say to Ms Thein, who mentioned the functioning of this platform with the native languages of each speaker, that it is important that we are able to do this, in particular thanks to modern technology. We will do it for the patent by speeding up research on software that will allow us to deliver quality translations in all languages immediately. This is something that will also be facilitated for the IMI network as well as for this interconnection of commercial registers and the European patent.
I would like to thank Mr Karim for his comments about the Single Market Act. Mr Karim, as you know, we submit proposals week after week, all of which are aimed at supporting businesses in order to create the most favourable ecosystem for innovation, mobility, exports, trade, investment and venture capital. The Commission has already presented 10 of the priority proposals. We are working on other proposals within the framework of the Single Market Act and this year we will have the chance to come together again with the committees for a second wave of proposals. The one you will vote on today or tomorrow will be part of that.
I would also like to say to Mr Paška and Ms Flašíková that we are working towards creating this network of national registers and that this implies, Ms Flašíková, good cooperation between all the holders, all the actors, all those who are responsible, all the managers of national networks in order for this to work successfully.
Finally, both Mr Rübig and Ms Macovei mentioned respect for the protection of individuals’ personal data. Yes, the project we are presenting today respects the protection of data. That is a key element. We must nonetheless remember that we are talking about data which is already available to the public, as far as access to information on companies is concerned. However, we were careful to consult the European data protection supervisor prior to this. For the processing of personal data, the proposal for a directive already referred to the provisions laid down in the Data Protection Directive. This provision was rejected by the Council. Thanks to you it was reintroduced by Parliament during the trialogue and I am very pleased about that.
That is all I wanted to say and once again I would like to express my sincerest thanks to your rapporteur Mr Lechner for the quality of his work and for the progress we will make together again towards the good functioning of the internal market.
Kurt Lechner, rapporteur. – (DE) Mr President, Commissioner, ladies and gentlemen, I am grateful for the many invariably positive contributions, which have shown that we all consider this project to be important, useful and necessary. In contrast to some of the formulaic and lofty sentiments that are often heard at European level, I would like to add – and I say this quite self-critically – that we are advancing the internal market here in a very concrete, measurable and even visible way. Certainly a number of important technical issues are still outstanding, but this was not just about technicalities; it was also about content, which was something we were all able to agree on.
With regard to what was said by one honourable Member, I would like to reiterate that the mention of third countries in one of the recitals was included at Parliament’s request. For legal reasons it was not possible to include this in the actual text of the directive.
Turning now to Ms Regner’s comments, I would like to add, with regard to standardisation, that it is going to be difficult, but perhaps we can do it step by step. However, the interconnection of these registers will increase their importance, and perhaps one or two Member States – without naming names – will then take the opportunity to check the reliability and precision of their registers, and bring them into line with the other standards. That, too, would be progress. My wish now is that we really get going on this, so that we can see its results in two years’ time.
President. − The debate is closed.
The vote will take place tomorrow (Tuesday, 14 February 2012).
Written statements (Rule 149)
Bogdan Kazimierz Marcinkiewicz (PPE), in writing. – (PL) I am pleased to hear about the EU’s intention to deal with the issue of commercial registers. Cross-border business by many entities operating on European markets and the wide legal and administrative variations in data held in commercial registers have frequently caused problems for companies doing business in the EU. We should not forget that as part of the European Charter for Small Enterprises we made undertakings to simplify administrative procedures in Member States as regards business activity. We should therefore be consistent in our actions.
I believe that a series of measures to be taken to systematise and integrate commercial registers should be agreed by way of close cooperation between the European Commission and the Member States. Our objective should be to improve the system for providing our citizens with easy access to the information that is required. Whenever there is an opportunity to do so I try to emphasise that it is efficient SMEs, unencumbered by additional complicated administrative procedures, that offer the EU the best chance of an effective way out of the present crisis.
Tadeusz Zwiefka (PPE), in writing. – (PL) The report drafted by Kurt Lechner provides a step forward with regard to transparency and access to information for companies in the European Union. I have no doubts that the future combined register will be a useful tool for European businesspeople, who will be able, using a single system, to check basic information about their future partners even if they are registered at the other end of Europe. There was however a moment when it seemed that for reasons of a more or less technical nature, it would not be possible to complete work on this project within a reasonable time-scale. For this reason I would like to emphasise the extraordinary amount of time and effort put into this by our rapporteur Mr Lechner, as well as by the Polish Presidency. Both parties made every effort to bring about a legal framework for the future functioning of the combined commercial registers along lines that could be accepted by everyone. I think that the compromise that was reached is satisfactory not just for the rapporteur, but also for all the shadow rapporteurs. Issues such as protection of personal data or delegated acts that are important to the European Parliament were kept in mind during negotiations. The last three months demonstrated that good cooperation between Parliament and the Council can result in rapid and effective decisions that are helping to simplify the growth of business activity within the common European market.