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REPORT     ***I
PDF 756kWORD 107k
4 December 2018
PE 625.405v02-00 A8-0422/2018

on the proposal for a directive of the European Parliament and of the Council amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law

(COM(2018)0239 – C8-0166/2018 – 2018/0113(COD))

Committee on Legal Affairs

Rapporteur: Tadeusz Zwiefka

DRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION
 EXPLANATORY STATEMENT
 PROCEDURE – COMMITTEE RESPONSIBLE
 FINAL VOTE BY ROLL CALL IN COMMITTEE RESPONSIBLE

DRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION

on the proposal for a directive of the European Parliament and of the Council amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law

(COM(2018)0239 – C8-0166/2018 – 2018/0113(COD))

(Ordinary legislative procedure: first reading)

The European Parliament,

–  having regard to the Commission proposal to Parliament and the Council (COM(2018)0239),

–  having regard to Article 294(2) and Article 50 (1) and points (b), (c), (f) and (g) of Article 50 (2) of the Treaty on the Functioning of the European Union, pursuant to which the Commission submitted the proposal to Parliament (C8-0166/2018),

–  having regard to Article 294(3) of the Treaty on the Functioning of the European Union,

–  having regard to the opinion of the European Economic and Social Committee,

–  having regard to Rule 59 of its Rules of Procedure,

–  having regard to the report of the Committee on Legal Affairs (A8-0422/2018),

1.  Adopts its position at first reading hereinafter set out;

2.  Calls on the Commission to refer the matter to Parliament again if it replaces, substantially amends or intends to substantially amends its proposal;

3.  Instructs its President to forward its position to the Council, the Commission and the national parliaments.

Amendment    1

Proposal for a directive

Recital 2

Text proposed by the Commission

Amendment

(2)  The use of digital tools and processes to more easily, rapidly and cost-effectively initiate economic activity by setting up a company or by opening a branch of that company in another Member State is one of the prerequisites for the effective functioning of a competitive Single Market and for ensuring the competitiveness of companies.

(2)  The use of digital tools and processes to more easily, rapidly and time- and cost-effectively initiate economic activity by setting up a company or by opening a branch of that company in another Member State, and to provide comprehensive and accessible information on companies, is one of the prerequisites for the effective functioning, modernisation and administrative streamlining of a competitive Single Market and for ensuring the competitiveness and trustworthiness of companies.

Amendment    2

Proposal for a directive

Recital 2 a (new)

Text proposed by the Commission

Amendment

 

(2a)  Ensuring a legal and administrative environment equal to the new social and economic challenges of globalisation and digitisation is essential, on the one hand, to provide the necessary safeguards against abuse and fraud and, on the other hand, to pursue objectives such as promotion of economic growth, creation of jobs and attracting investment to the European Union, all of which would bring economic and social benefits to society as a whole.

Amendment    3

Proposal for a directive

Recital 2 b (new)

Text proposed by the Commission

Amendment

 

(2b)  There are currently significant differences between Union Member States when it comes to the availability of online tools for entrepreneurs and companies to be able to communicate with authorities on matters of company law. eGovernment services vary between Member States, some of them providing comprehensive and user-friendly services entirely available online, while others are unable to provide online solutions at certain major stages of a business lifecycle. For the purposes of registering companies or filing changes to documents and information with the register, for example, some Member States only allow this to be done in person and some allow it to be done either in person or online, while in other Member States it can only be done online.

Amendment    4

Proposal for a directive

Recital 2 c (new)

Text proposed by the Commission

Amendment

 

(2c)  Furthermore, regarding access to company information, Union law stipulates that a minimum set of data has always to be provided free of charge. However, the scope of such information remains limited. Access to such information varies, with more information being made available free of charge in some Member States than in others, thus causing an imbalance in the Union.

Amendment    5

Proposal for a directive

Recital 3

Text proposed by the Commission

Amendment

(3)  The Commission in its Communication A Digital Single Market Strategy for Europe3 and in its Communication EU e-Government Action Plan 2016-2020: Accelerating the digital transformation of government stressed the role of public administrations in helping businesses to easily set up business, operate online and expand across borders. The EU e-Government Action Plan specifically recognised the importance of improving the use of digital tools when complying with company law related requirements. Furthermore, in the 2017 Tallinn declaration on eGovernment, Member States made a strong call to step up efforts for the provision of efficient, user-centric electronic procedures in the Union.

(3)  In order to ensure that Union company law is fair, user-friendly and up to date, the Commission in its Communication A Digital Single Market Strategy for Europe3 and in its Communication EU e-Government Action Plan 2016-2020: Accelerating the digital transformation of government stressed the role of public administrations in helping entrepreneurs to easily set up business, operate online and expand across borders. The EU e-Government Action Plan specifically recognised the importance of improving the use of digital tools when complying with company law related requirements. Furthermore, in the 2017 Tallinn declaration on eGovernment, Member States made a strong call to step up efforts for the provision of efficient, user-centric electronic procedures in the Union.

_______________________

_______________________

3 COM(2015) 192 final of 6 May 2015.

3 COM(2015) 192 final of 6 May 2015.

Amendment    6

Proposal for a directive

Recital 5

Text proposed by the Commission

Amendment

(5)   In order to facilitate the registration of companies and their branches and to reduce the costs and administrative burdens associated with the registration process, in particular by micro, small and medium-sized enterprises (‘SMEs’) as defined in Commission Recommendation 2003/361/EC5, procedures should be put in place to enable registration to be completed fully online. Such costs and burdens derive not only from administrative fees charged for setting up a company, but also from other requirements which make the overall process longer to complete, in particular when the physical presence of the applicant or their representative is required. In addition, information on these procedures should be made available online and free of charge.

(5)   In order to facilitate the registration of companies and their branches and to reduce the costs, time and administrative burdens associated with the registration process, in particular by micro, small and medium-sized enterprises (‘SMEs’) as defined in Commission Recommendation 2003/361/EC5, procedures should be put in place to enable registration to be completed online. This Directive, however, should not oblige companies to use online procedures. Such costs and burdens derive not only from administrative fees charged for setting up a company, but also from other requirements which make the overall process longer to complete, in particular when the physical presence of the applicant or their representative is required. In addition, information on these procedures should be made available online and free of charge.

_______________________

_______________________

5 Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises (OJ L 124, 20.5.2003, p. 36).

5 Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises (OJ L 124, 20.5.2003, p. 36).

Amendment    7

Proposal for a directive

Recital 7

Text proposed by the Commission

Amendment

(7)  Enabling the fully online registration of companies and branches and the fully online filing of documents and information would allow companies to use digital tools in their contacts with competent authorities of Member States. In order to enhance trust, Member States should ensure that secure electronic identification and the use of trust services is possible for national as well as cross-border users in accordance with Regulation (EU) No 910/2014 of the European Parliament and of the Council. Furthermore, in order to enable cross-border electronic identification, Member States should set up electronic identification schemes which provide for authorised electronic identification means. Such national schemes would be used as a basis for the recognition of electronic identification means issued in another Member State. In order to ensure the high level of trust in cross-border situations, only electronic identification means which comply with Article 6 of Regulation (EU) No 910/2014 should be recognised. However, Member States may also recognise other identification means such as a scanned copy of a passport. In any event, this Directive should only oblige Member States to enable online registration of companies and their branches and online filing by Union citizens through the recognition of their electronic identification means.

(7)  Enabling the online registration of companies and branches and the online filing of documents and information would allow companies to use digital tools in their contacts with competent authorities of Member States. In order to enhance trust, Member States should ensure that secure electronic identification and the use of trust services is possible for national as well as cross-border users in accordance with Regulation (EU) No 910/2014 of the European Parliament and of the Council. Furthermore, in order to enable cross-border electronic identification, Member States should set up electronic identification schemes which provide for authorised electronic identification means. Such national schemes would be used as a basis for the recognition of electronic identification means issued in another Member State. In order to ensure the high level of trust in cross-border situations, only electronic identification means which comply with Article 6 of Regulation (EU) No 910/2014 should be recognised. In any event, this Directive should only oblige Member States to enable online registration of companies and their branches and online filing by Union citizens through the recognition of their electronic identification means.

_______________________

_______________________

7 Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73).

7 Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73).

Amendment    8

Proposal for a directive

Recital 8

Text proposed by the Commission

Amendment

(8)  In order to facilitate online procedures for companies, Member States’ registers should not charge for online registration or online submission of information over and above the actual administrative costs of providing the service. Furthermore, Member States should assist those seeking to establish a company or a branch by providing up-to-date, clear, concise and user-friendly information concerning the procedures and requirements to establish and operate limited liability companies and their branches. Concerning private limited liability companies, more detailed information should be made available to applicants and directors because Member States should also ensure the possibility of fully online registration for such companies.

(8)  In order to facilitate online procedures for companies, Member States’ registers should not charge for online registration or online submission of information over and above the actual administrative costs of providing the service. Furthermore, Member States should assist those seeking to establish a company or a branch by providing, without undue delay, up-to-date, clear, concise and user-friendly information concerning the procedures and requirements to establish and operate limited liability companies and their branches. Concerning private limited liability companies, more detailed information should be made available to applicants and directors because Member States should also ensure the possibility of fully online registration for such companies.

Amendment    9

Proposal for a directive

Recital 9

Text proposed by the Commission

Amendment

(9)  As a first step in a company's lifecycle, it should be possible to establish and register companies fully online. However, Member States should have the possibility to derogate from this requirement in case of public limited liability companies due to the complexity of establishment and registration of such companies and in order to respect Member States’ existing traditions of company law. In any event, Member States should lay down detailed rules of registration. It should be possible to carry out online registration with the submission of documents in electronic form.

(9)  As a first step in a company's lifecycle, it should be possible to establish and register companies fully online. However, Member States should be allowed to exempt public limited liability companies from such a requirement due to the complexity of establishment and registration of such companies and in order to respect Member States’ existing traditions of company law. In any event, Member States should lay down detailed rules of registration. It should be possible to carry out online registration with the submission of documents in electronic form.

Amendment    10

Proposal for a directive

Recital 11

Text proposed by the Commission

Amendment

(11)  In order to assist businesses, in particular start-ups, in setting-up their business, it should be possible to register a private limited liability company with the use of templates which are model instruments of constitution which should be available online. Such models may contain a pre-defined set of options in accordance with national law. The applicants should be able to choose between using this model or registering a company with bespoke instruments of constitution and Member States should have the option to provide templates also for other types of companies.

(11)  In order to assist businesses, in particular micro, small and medium size companies in setting-up their business, it should be possible to register a private limited liability company with the use of templates which are model instruments of constitution which should be available online. Such models may contain a pre-defined set of options in accordance with national law. The applicants should be able to choose between using this model or registering a company with bespoke instruments of constitution and Member States should have the option to provide templates also for other types of companies.

Amendment    11

Proposal for a directive

Recital 12

Text proposed by the Commission

Amendment

(12)  In order to respect Member States’ existing traditions of company law, it is important to allow flexibility as regards the manner in which they ensure a fully online system of registration of companies and branches, including in relation to the role of notaries or lawyers in such a process. Matters concerning online registration of companies and branches which are not regulated in this Directive should be governed by national law.

(12)  In order to respect Member States’ existing traditions of company law, it is important to allow flexibility as regards the manner in which they ensure a fully online system of registration of companies and branches, as well as the online filing of documents and information, including in relation to the role of notaries or lawyers in such a process. Matters concerning online registration of companies and branches, and online filing of documents and information, which are not regulated in this Directive should be governed by national law.

Amendment    12

Proposal for a directive

Recital 13

Text proposed by the Commission

Amendment

(13)  Furthermore, in order to tackle fraud and company hijacking and to provide safeguards for the reliability and trustworthiness of documents and information contained within national registers, provisions concerning the online registration of companies and their branches should also include controls on the identity and legal capacity of persons seeking to establish a company or branch. However, the means and methods to achieve these controls should be left to Member States to develop and adopt. Those rules could include, amongst others, verification by means of video-conference or other online means that provide a real-time audio-visual connection. To that effect Member States should be able to require the involvement of notaries or lawyers as a part of the online registration process, however, such involvement should not prevent the completion of the registration procedure in its entirety online.

(13)  Furthermore, in order to tackle fraud, money-laundering and company hijacking and to provide safeguards for the reliability and trustworthiness of documents and information contained within national registers, provisions concerning the online registration of companies and their branches and the online filing of documents and information should also include legality controls on the identity and legal capacity of persons seeking to establish a company or branch or file a document or information online. However, the means and methods to achieve these controls should be left to Member States to develop and adopt. Those rules could include, amongst others, verification by means of video-conference or other online means that provide a real-time audio-visual connection. To that effect Member States should be able to require the involvement of notaries or lawyers as a part of the online registration process and online filing process, however, such involvement should not prevent the completion of the registration and filing procedure in its entirety online.

Amendment    13

Proposal for a directive

Recital 14

Text proposed by the Commission

Amendment

(14)  Member States should be allowed to take measures, in accordance with national law, in cases of genuine suspicion of fraud, which could require, not systematically but on a case-by-case basis, a physical presence of the applicant or their representative before any authority of a Member State where the company or branch is to be registered. Such genuine suspicion of fraud should be based on reasonable grounds, such as, on the basis of information available from the registers of beneficial owners, from criminal records or from indications of identity fraud or tax evasion.

(14)  Without prejudice to obligations arising from the existing rules on beneficial owners, anti-money laundering, counterfeiting, terrorism financing and tax evasion, where such rules require due diligence checks, including a physical presence, Member States should be allowed to take measures, in accordance with national law, that are justified by an overriding reason of public interest in cases of suspicion of fraud such as those regarding the applicants’ identity or legal capacity, which could require, not systematically but exceptionally and on a case-by-case basis, a physical presence of the applicant or their representative before any authority of a Member State responsible for the procedure of registration under the national law of that Member State where the company or branch is to be registered..

Amendment    14

Proposal for a directive

Recital 15

Text proposed by the Commission

Amendment

(15)  In order to ensure the protection of all persons interacting with companies, Member States should be able to prevent fraudulent behaviour by refusing the appointment of a person as a director of a company or a branch in their own territory, who is currently disqualified from acting as a director in another Member State. Such requests for information, in relation to previous directorships, should be possible by means of the system of interconnection of registers and therefore Member States should make the necessary arrangements to ensure that the national registers are able to provide such information. The rules for the disqualification of directors and the confidentiality of the transmission should be governed by national law. To ensure compliance with applicable rules on protection of personal data, national registers should process any such data relating to disqualification of director in compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council35.

(15)  In order to ensure the protection of all persons interacting with companies, Member States should be able to prevent fraudulent behaviour by refusing the appointment of a person as a director of a company or a branch in their own territory, who is currently disqualified from acting as a director in another Member State. Such requests for information, in relation to previous directorships, should be possible by means of the system of interconnection of registers and therefore Member States should make the necessary arrangements to ensure that the national registers are able to provide and share such information, thereby helping to combat unlawful activities and ensure security by means of transnational cooperation. The rules for the disqualification of directors and the confidentiality of the transmission should be governed by national law. To ensure compliance with applicable rules on protection of personal data, national registers should process any such data relating to disqualification of director in compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council35.

_________________

_________________

35Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1).

35Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1).

Amendment    15

Proposal for a directive

Recital 17

Text proposed by the Commission

Amendment

(17)  Similarly with regard to the online registration of companies, in order to reduce the costs and burdens on companies, it should also be possible throughout the companies' lifecycle to submit documents and information fully online to national registers. At the same time, Member States should have the possibility to allow companies to file documents and information by other means, including by paper. In addition, the disclosure of company information should be effected once the information is made publicly available in those registers, since they are now interconnected and provide a comprehensive point of reference for users. In order to avoid disruption to the existing means of disclosure, Member States should have the choice also to publish either all or some of the company information in a national gazette, whilst at the same time ensuring that the information is sent electronically by the register to that national gazette.

(17)  Similarly with regard to the online registration of companies, in order to reduce the costs and burdens on companies, it should also be possible throughout the companies' lifecycle to submit documents and information fully online to national registers. Any requirements as to the authenticity, accuracy and due legal form of any submitted document or information should be subject to national law, and in compliance with Regulation (EU) No 910/2014 of the European Parliament and of the Council1a. At the same time, Member States should have the possibility to allow companies to file documents and information by other means, including by paper. In addition, the disclosure of company information should be effected once the information is made publicly available in those registers, since they are now interconnected and provide a comprehensive point of reference for users. In order to avoid disruption to the existing means of disclosure, Member States should have the choice also to publish either all or some of the company information in a national gazette, whilst at the same time ensuring that the information is sent electronically by the register to that national gazette.

 

_______________________

 

1a Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (EIDAS Regulation) (OJ L 257, 28.8.2014, p. 73).

Amendment    16

Proposal for a directive

Recital 19

Text proposed by the Commission

Amendment

(19)  In order to cut costs and reduce administrative burden for companies, Member States should apply the ‘once-only’ principle in the area of company law. Applying the once-only principle entails that companies are not asked to submit the same information to public authorities more than once. For example, companies should not have to submit the same information both to the national register and to the national gazette. Instead, the register should provide the information already submitted directly to the national gazette. Similarly, where a company is incorporated in one Member State and wants to register a branch in another Member State, it should be possible for the company to make use of the information or documents previously submitted to a register. Furthermore, where a company is incorporated in one Member State but has a branch in another Member State it should be possible for the company to submit certain changes to their company information only to the register where the company is registered, without the need to submit the same information to the register where the branch is registered. Instead, information such as change of company name or change of registered office of the company should be exchanged electronically between the register where the company is registered and the register where the branch is registered using the system of interconnection of registers.

(19)  In order to cut costs and reduce the length of the procedures and administrative burden for companies, Member States should apply the ‘once-only’ principle in the area of company law, which is firmly supported in the Union, as evidenced inter alia by the Regulation establishing a Single Digital Gateway1a , the European Commission eGovernment Action Plan or the Tallinn Declaration on eGovernment. Applying the once-only principle entails that companies are not asked to submit the same information to public authorities more than once. For example, companies should not have to submit the same information both to the national register and to the national gazette. Instead, the register should provide the information already submitted directly to the national gazette. Similarly, where a company is incorporated in one Member State and wants to register a branch in another Member State, it should be possible for the company to make use of the information or documents previously submitted to a register. Furthermore, where a company is incorporated in one Member State but has a branch in another Member State it should be possible for the company to submit certain changes to their company information only to the register where the company is registered, without the need to submit the same information to the register where the branch is registered. Instead, information such as change of company name or change of registered office of the company should be transferred electronically, automatically and immediately, between the register where the company is registered and the register where the branch is registered using the system of interconnection of registers.

 

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1a Regulation (EU) 2018/... of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information, to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (not yet published in the Official Journal).

Amendment    17

Proposal for a directive

Recital 21

Text proposed by the Commission

Amendment

(21)  In the interest of transparency and to promote trust in business transactions, including those with a cross-border nature within the Single Market, it is important that investors, stakeholders, business partners and authorities can easily access company information. To improve the accessibility of that information, more information should be available free of charge in all Member States. Such information should include the website of the company, where applicable and, the legal status of the company and its branches in another Member States, where available in national registers. It should also include information concerning the persons authorised to represent companies and the number of employees where this information is available.

(21)  In the interest of transparency, protection of the interests of workers, creditors and minority shareholders and to promote trust in business transactions, including those with a cross-border nature within the Single Market, it is important that investors, stakeholders, business partners and authorities can easily access company information. To improve the accessibility of that information, more information should be available free of charge in all Member States. Such information should include the website of the company, where applicable and, the legal status of the company and its branches in another Member States, where available in national registers. It should also include information concerning the persons authorised to represent companies and the number of employees where this information is available.

Amendment    18

Proposal for a directive

Recital 23

Text proposed by the Commission

Amendment

(23)  In order to help companies established in the Single Market to more easily expand their business activities cross-border, it should be possible for them to open and register branches in another Member State online. Therefore Member States should enable, in a similar manner to companies, the online registration of branches and the online filing of documents and information.

(23)  In order to help companies established in the Single Market to more easily expand their business activities cross-border, it should be possible for them to open and register branches in another Member State online. Therefore Member States should enable, in a similar manner to companies, the online registration of branches and the online filing of documents and information, thereby helping to cut costs, while reducing the administrative burden and the length of time taken by formalities relating to cross-border expansion.

Amendment    19

Proposal for a directive

Recital 24

Text proposed by the Commission

Amendment

(24)  When registering a branch of a company registered in another Member State, Member States should also be able to verify certain information about the company through the interconnection of registers when a branch is registered in that Member State. Furthermore, where a branch is closed in one Member State, the register of that Member State should inform the Member State where the company is registered of this through the system of interconnection of registers and both registers should record this information.

(24)  When registering a branch of a company registered in another Member State, Member States should also be able to verify certain information about the company through the interconnection of registers when a branch is registered in that Member State. Furthermore, where a branch is closed in one Member State, the register of that Member State should inform the Member State where the company is registered of this automatically and immediately through the system of interconnection of registers and both registers should record this information.

Amendment    20

Proposal for a directive

Article 1 – paragraph 1 – point 4

Directive (EU) 2017/1132

Article 13a – paragraph 1 – point 3

 

Text proposed by the Commission

Amendment

(3)  "registration" means the formation of a company as a legal entity;

(3)  "registration" means the whole process of forming a company by means of digital tools, from the identification of the applicant, the drawing up or submitting of the instrument of constitution, to the entry of the company in a business register as a legal entity, as provided for in national law; and as regards branches, means the process leading to disclosure of documents and information relating to a branch opened in a Member State;

Amendment    21

Proposal for a directive

Article 1 – paragraph 1 – point 4

Directive (EU) 2017/1132

Article 13a – paragraph 4

 

Text proposed by the Commission

Amendment

(4)  “template” means a model for the instrument of constitution of a company which is drawn up by Member States in compliance with national law and is used for the online registration of a company;

(4)  “template” means a model for the instrument of constitution of a company which is drawn up by each Member State in compliance with its national law and is used for the online registration of a company;

Amendment    22

Proposal for a directive

Article 1 – paragraph 1 – point 4

Directive (EU) 2017/1132

Article 13b

 

Text proposed by the Commission

Amendment

Article 13b

Article 13b

Recognition of identification means for the purposes of online procedures

Recognition of identification means for the purposes of online procedures

1.  Member States shall ensure that the following electronic identification means to identify Union citizens may be used for the purpose of online registration and online filing:

1.  Member States shall ensure that the following electronic identification means to identify Union citizens may be used for the purpose of online registration and online filing:

(a)  an electronic identification means issued under an electronic identification scheme approved by their own Member State;

(a)  an electronic identification means issued under an electronic identification scheme approved by their own Member State;

(b)  an electronic identification means issued in another Member State and recognised for the purpose of cross-border authentication in accordance with Article 6 of Regulation (EU) No 910/2014.

(b)  an electronic identification means issued in another Member State and recognised for the purpose of cross-border authentication

 

Member States may refuse the recognition of identification means, where the assurance levels of the electronic identification means do not comply with Article 6 (1) (b) and (c) of Regulation (EU) No 910/2014.

 

1a.  Member States may develop and adopt complementary electronic controls of identity, legal capacity and legality. Such controls may include, amongst others, verification by means of video-conference or other online means that provide a real-time audio-visual connection.

2.  Member States may also recognise other identification means than those referred to in paragraph 1.

2.  Where justified by the overriding reason of public interest to prevent fraud as regards the identity of the applicants or their representatives, Member States may require the applicants or their representatives to appear in person before any competent authority, or before any other person or body dealing with, making or assisting in making the application for registration or filing, for procedural steps for which a physical presence is necessary. Member States shall ensure that physical presence may only be required on a case by case basis and that any other steps of the procedure can be completed online.

3.  Where a Member State recognises identification means referred to in paragraph 2 for the purpose of completing online registration and online filing, that Member State shall also recognise the same type of identification means issued by another Member State.

3.  For the purposes of paragraph 1, Member States shall publish a list of the means of electronic identification which they recognise.

4.  Without prejudice to paragraphs 1 to 3, Member States may take measures which could require a physical presence for the purposes of verifying the identity of persons before any authority competent to deal with online registration or online filing, in cases of genuine suspicion of fraud based on reasonable grounds.

 

Amendment    23

Proposal for a directive

Article 1 – paragraph 1 – point 4

Directive (EU) 2017/1132

Article 13b a (new)

 

Text proposed by the Commission

Amendment

 

Article 13b a

 

General provisions on online registration of companies and branches, and online filling of information and documents

 

1.  Member States shall designate, in accordance with their legal systems and legal traditions, the authorities or public officers or body responsible for dealing with the registration of companies and branches and the filing of documents and information in the register.

 

2.  This Directive shall be without prejudice to the procedures and requirements laid down by national law, including those relating to legal procedures for drawing up instruments of constitution, provided that online registration of a company as referred to in Article 13 f and online registration of a branch as referred to in Article 28 a are possible.

 

3.  The requirements under applicable national law as to the authenticity, accuracy and appropriate legal form of submitted documents or information shall remain unaffected provided that online registration as referred to in Article 13 f and Article 28 a and online filing as referred to in Article 13 i and Article 28 b are possible.

Amendment    24

Proposal for a directive

Article 1 – paragraph 1 – point 4

Directive (EU) 2017/1132

Article 13c

 

Text proposed by the Commission

Amendment

Article 13c

Article 13c

Fees for online registration and online filing

Fees for online registration and online filing of documents and information

1.  Member States shall ensure that the rules on fees applicable to the procedures referred to in this Chapter are transparent and are applied in a non-discriminatory manner.

1.  Member States shall ensure that the rules on fees applicable to the procedures referred to in this Chapter are transparent and are applied in a non-discriminatory manner.

2.  Any fees charged by the registers, referred to in Article 16, for the online registration of, or the online filing by, a company or a branch shall not exceed the administrative costs of providing the service.

2.  Any fees charged by the registers, referred to in Article 16, for the online registration of, or the online filing of documents and/or information by, a company or a branch shall not exceed the administrative costs of providing the service.

Amendment    25

Proposal for a directive

Article 1 – paragraph 1 – point 4

Directive (EU) 2017/1132

Article 13d

 

Text proposed by the Commission

Amendment

Article 13d

Article 13d

Payments

Payments

Where the completion of a procedure laid down in this Chapter requires a payment, Member States shall ensure that the payment can be made by means of a payment service widely available in cross-border payment services.

Where the completion of a procedure laid down in this Chapter requires a payment, Member States shall ensure that the payment can be made by means of an online payment service widely available in cross-border payment services that permit identification of the payer, provided by a financial institution or payment provider established in a Member State.

Amendment    26

Proposal for a directive

Article 1 – paragraph 1 – point 4

Directive (EU) 2017/1132

Article 13e – paragraph 1 – point b

 

Text proposed by the Commission

Amendment

(b)  requirements relating to the use of templates, including information on national laws which govern the use and contents of such templates;

(b)  requirements relating to the use of templates for online registration of companies;

Amendment    27

Proposal for a directive

Article 1 – paragraph 1 – point 5

Directive (EU) 2017/1132

Article 13f

 

Text proposed by the Commission

Amendment

Article 13f

Article 13f

Online registration of companies

Online registration of companies

1.  Member States shall ensure that the registration of companies may be carried out fully online without the necessity for the applicants, or their representatives, to appear in person before any competent authority or before any other person or body dealing with the application for registration, subject to the proviso laid down in Article 13b(4). However, Member States may decide not to provide fully online registration procedures for those types of companies listed in Annex I.

1.  Member States shall ensure that the registration of companies may be carried out fully online without the necessity for the applicants, or their representatives, to appear in person before any competent authority or before any other person or body dealing with the application for registration, subject to the proviso laid down in Article 13b(2). However, Member States may decide not to provide fully online registration procedures for those types of companies listed in Annex I.

2.  Member States shall lay down detailed rules for the online registration of companies, including rules on the use of templates, as referred to in Article 13g and the documents and information required for registering a company. As part of these rules Member States shall ensure that the online registration may be carried out by submitting information or documents in the electronic form, including electronic copies of the documents and information referred to in Article 16a(4).

2.  Member States shall lay down detailed rules for the online registration of companies, including rules on the use of templates, as referred to in Article 13g and the documents and information required for registering a company. As part of these rules Member States shall ensure that the online registration may be carried out by submitting information or documents in the electronic form, including electronic copies of the documents and information referred to in Article 16a(4).

3.  The rules, referred to in paragraph 2, shall at least provide for the following:

3.  The rules, referred to in paragraph 2, shall at least provide for the following:

(a)  the procedures to ensure the legal capacity of the applicant and their authority to represent the company;

(a)  the procedures to ensure the legal capacity of the applicant and their authority to represent the company;

(b)  the means to verify the identity of the person or persons registering the company or their representatives;

(b)  the means to verify the identity of the person or persons registering the company or their representatives;

(c)  the requirements for the applicant to use trust services referred to in Regulation (EU) No 910/2014.

(c)  the requirements for the applicant to use trust services referred to in Regulation (EU) No 910/2014.

 

(ca)  the procedures to verify the appointment of directors and that take into account the disqualification of directors by competent authorities of other Member States;

 

(cb)  the procedures to verify the legality of the object of the company in so far as such checks are provided under national law;

 

(cd)  the procedure to verify the legality of the name of the company in so far as such checks are provided under national law;

4.  The rules, referred to in paragraph 2, may also provide for the following:

4.  The rules, referred to in paragraph 2, may also provide for the following:

(a)  the procedures to ensure the legality of the object of the company;

(a)  the procedures to verify the legality of the instruments of constitution, including verifying the correct use of templates;

(b)  the procedures to ensure the legality of the name of the company;

(b)  the procedures to provide for the role of a notary or any other person or body mandated by the Member State to submit an application for registration;

(c)  the procedures to ensure the legality of the instruments of constitution, including verifying the correct use of templates;

(c)   the circumstances in which online registration may be excluded where the share capital of company is to be paid by way of contributions in kind;

(d)  the procedures to verify the appointment of directors taking into account the disqualification of directors by competent authorities of other Member States;

 

(e)  the procedures to provide for the role of a notary or any other person or body mandated by the Member State to submit an application for registration ;

 

(f)  the circumstances in which online registration may be excluded where the share capital of a company is to be paid by way of contributions in kind.

 

5.  Member States shall not make the online registration of a company conditional on obtaining any licence or authorisation before the company is registered, unless where it is indispensable for the proper control of certain activities laid down in national law.

5.  Member States shall not make the online registration of a company conditional on obtaining any licence or authorisation before the company is registered, unless where it is indispensable for the proper control of certain activities laid down in national law.

6.  Member States shall ensure that where the payment of share capital is required as part of the procedure to register a company, that this payment may be made online, in accordance with Article 13d, to a bank account of the bank operating in the Union. In addition, Member States shall ensure that proof of such payments may also be provided online.

6.  Member States shall ensure that where the payment of share capital is required as part of the procedure to register a company, that this payment may be made online, in accordance with Article 13d, to a bank account of the bank operating in the Union. In addition, Member States shall ensure that proof of such payments may also be provided online.

7.  Member States shall ensure that the online registration is completed within a period of five working days from the later of the following:

7.  Where the applicant is a natural person and uses the template provided for in Article 13 g, Member States shall ensure that the online registration is completed within a period of five working days from the later of the following:

(a)  the receipt of all required documents and information by a competent authority or, where applicable, by a person or a body mandated under national law to submit the application for the registration of a company;

(a)  the receipt of all required documents and information by a competent authority or, where applicable, by a person or a body mandated under national law to submit the application for the registration of a company;

(b)  the payment of a registration fee, the payment in cash for share capital or, where a payment for the share capital is to be provided by way of a contribution in kind, as provided for under national law.

(b)  the payment of a registration fee, the payment in cash for share capital or, where a payment for the share capital is to be provided by way of a contribution in kind, as provided for under national law.

 

In other cases, Member States shall ensure that the online registration of the company is completed within 10 working days.

Member States shall ensure that the applicant is immediately notified of the reasons for any delay, where, in duly justified exceptional circumstances, it would not be possible to comply with this time limit.

Member States shall ensure that the applicant is immediately notified of the reasons for any delay, where, in duly justified exceptional circumstances, it would not be possible to comply with this time limit.

 

7a.  Where justified by the overriding reason of public interest of ensuring compliance with rules on the legal capacity of the applicants or on them giving authorisation to represent the company as referred to in point (a) of paragraph 3, Member States may take measures which could require a physical presence before any authority competent under the national law to deal with, making or assisting in making, the application for online registration or online filing. Member States shall ensure that in such cases the physical presence of the applicants may only be required on a case-by-case basis and that any further steps of the procedure can still be completed online.

Amendment    28

Proposal for a directive

Article 1 – paragraph 1 – point 5

Directive (EU) 2017/1132

Article 13g

 

Text proposed by the Commission

Amendment

Article 13g

Article 13g

Templates for registration of companies

Templates for registration of companies

1.  Member States shall make templates available on registration portals or websites that are part of the Single Digital Gateway for the types of companies listed in Annex IIA. Member States may also make templates available online for the registration of those types of companies listed in Annex II other than those listed in Annex IIA.

1.  Member States shall make templates available on registration portals or websites that are part of the Single Digital Gateway for the types of companies listed in Annex IIA. Member States may also make templates available online for the registration of those types of companies.

2.  Member States shall ensure that the templates, referred to in paragraph 1 of this Article, may be used by applicants as part of the online registration procedure, referred to in Article 13f. Where those templates are used by the applicant in compliance with the rules referred to in point (c) of Article 13f(4), where applicable, the requirement to have the company instruments of constitution drawn up and certified in due legal form as laid down in Article 10 shall be deemed to be fulfilled.

2.  Member States shall ensure that the templates, referred to in paragraph 1 of this Article, may be used by applicants as part of the online registration procedure, referred to in Article 13f and in compliance with the provisions thereof.

3.  Member States shall at least make the templates available in an official Union

3.  Member States shall at least make the templates available in an official Union language broadly understood by the largest possible number of cross-border users.

4.  The content of the templates shall be governed by national law.

4.  The content of the templates shall be governed by national law.

Amendment    29

Proposal for a directive

Article 1 – paragraph 1 – point 5

Directive (EU) 2017/1132

Article 13h

 

Text proposed by the Commission

Amendment

Article 13h

Article 13h

Disqualified directors

Disqualified directors

1.  Where Member States lay down rules relating to the disqualification of directors, referred to in point (d) of Article 13f(4), the register where the company is to be registered may, through the system of interconnection of registers referred to in Article 22, request confirmation from the registers of other Member States as to whether or not the person who is to be appointed as director of the company is currently disqualified from acting as director in those other Member States. For the purpose of this Article, directors shall include all of the persons referred to in Article 14(d).

1.  Where Member States lay down rules relating to the disqualification of directors, referred to in point (d) of Article 13f(4), the register where the company is to be registered may, through the system of interconnection of registers referred to in Article 22, request confirmation from the registers of other Member States as to whether or not the person who is to be appointed as director of the company is currently disqualified from acting as director in those other Member States. For the purpose of this Article, directors shall include all of the persons referred to in Article 14(d).

2.  Member States shall make the necessary arrangements to ensure that their registers are able to provide, by means of the system referred to in Article 22, the information referred to in paragraph 1 of this Article and in respect of what period any disqualification is in force. This information shall be provided for the purpose of registration and Member States may also provide the grounds of disqualification.

2.  Member States shall make the necessary arrangements to ensure that their registers are able to provide, without undue delay by means of the system referred to in Article 22, the information referred to in paragraph 1 of this Article and in respect of what period any disqualification is in force. This information shall be provided for the purpose of registration and, where a person is confirmed to be disqualified, Member States may also provide the grounds of disqualification.

3.  Member States may refuse the appointment of a person as a director of a company where this person is currently disqualified from acting as a director in another Member State.

3.  Member States may refuse, based on the grounds of disqualification, the appointment of a person as a director of a company where this person is currently disqualified from acting as a director in another Member State.

4.  Paragraphs 1, 2 and 3 shall apply mutatis mutandis where a company files information about the appointment of a new director in the register referred to in Article 16.

4.  Paragraphs 1, 2 and 3 shall apply mutatis mutandis where a company files information about the appointment of a new director in the register referred to in Article 16.

Amendment    30

Proposal for a directive

Article 1 – paragraph 1 – point 5

Directive (EU) 2017/1132

Article 13i

 

Text proposed by the Commission

Amendment

Article 13i

Article 13i

Online filing by companies

Online filing of documents and information by companies

1.  Member States shall ensure that companies are able to file online the documents and information, as referred to in Article 14, including any modification thereof, with the register within the time limit provided by the laws of the Member State where the company is to be registered. Member States shall ensure that such filing may be completed online in its entirety without the necessity for the applicant, or his representative to appear in person before any competent authority or before any other person or body dealing with the online filing, subject to the proviso laid down in Article 13b(4).

1.  Member States shall ensure that companies are able to file online the documents and information, as referred to in Article 14, including any modification thereof, with the register within the time limit provided by the laws of the Member State where the company is to be registered. Member States shall ensure that such filing may be completed online in its entirety without the necessity for the applicant, or his representative to appear in person before any competent authority or before any other person or body dealing with making or assisting in making the online filing, subject to the proviso laid down in Article 13b (2) and Article 13f (4)

 

Member States shall lay down rules to provide safeguards as regards the reliability and trustworthiness of documents and information to be filed online, provided that online filing is possible. Article 13f (3) and point (b) of Article 13f (4) apply mutatis mutandis.

Member States shall ensure that the origin and integrity of the documents filed online may be verified electronically.

Member States shall ensure that the origin and integrity of the documents filed online may be verified electronically.

2.  Member States may require that certain companies or that all companies file certain or all of the documents and information referred to in paragraph 1 online.;

2.  Member States may require that certain companies or that all companies file certain or all of the documents and information referred to in paragraph 1 online.;

Amendment    31

Proposal for a directive

Article 1 – paragraph 1 – point 6

Directive (EU) 2017/1132

Article 16 – paragraph 2 – subparagraph 2

 

Text proposed by the Commission

Amendment

All documents and information referred to in Article 14, irrespective of the means through which they are filed, shall be kept in the file in the register or entered directly into it in electronic form. Member States shall ensure that all such documents and information which are filed by paper means are converted by the register to electronic form.

All documents and information referred to in Article 14, irrespective of the means through which they are filed, shall be kept in the file in the register or entered directly into it in electronic form. Member States shall ensure that all such documents and information which are filed by paper means are converted by the register to electronic form as quickly as possible.

Amendment    32

Proposal for a directive

Article 1 – paragraph 1 – point 9

Directive (EU) 2017/1132

Article 19

 

Text proposed by the Commission

Amendment

Article 19

Article 19

Fees chargeable for documents and information

Fees chargeable for documents and information

1.  The fees charged for obtaining documents and information referred to in Article 14 through the system of interconnection of registers shall not exceed the administrative costs thereof.

1.  The fees charged for obtaining documents and information or copies thereof referred to in Article 14 through the system of interconnection of registers shall not exceed the administrative costs thereof.

2.  Member States shall ensure that the following information is available free of charge through the system of interconnection of registers:

2.  Member States shall ensure that the following information is available free of charge through the system of interconnection of registers:

(a)  the name or names and legal form of the company;

(a)  the name or names and legal form of the company;

(b)  the registered office of the company and the Member State where it is registered;

(b)  the registered office of the company and the Member State where it is registered;

(c)  the registration number of the company and its EUID;

(c)  the registration number of the company and its EUID;

(d)  details of the company web-site, where applicable;

(d)  details of the company web-site, where applicable;

(e)  the legal status of the company, such as when it is closed, struck off the register, wound up, dissolved, economically active or inactive as defined in national law and where available in the national registers;

(e)  the legal status of the company, such as when it is closed, struck off the register, wound up, dissolved, the subject of insolvency proceedings, economically active or inactive as defined in national law and where available in the national registers;

(f)  the object of the company, where it is recorded in the national register;

(f)  the object of the company, where it is recorded in the national register;

(g)  the number of employees of the company, where this is available in the company's financial statements as required by national law;

(g)  the number of employees of the company, where this is available in the company's financial statements as required by national and Union law;

(h)  the name of any persons currently authorised by the company to represent it in dealing with third parties and in legal proceedings or to take part in the administration, supervision or control of the company, as referred to in Article 14(d);

(h)  the name of any persons currently authorised by the company to represent it in dealing with third parties and in legal proceedings or to take part in the administration, supervision or control of the company, as referred to in Article 14(d);

(i)  information on any branches opened by the company in another Member State including the name, registration number, EUID and the Member State where the branch is registered.

(i)  information on any branches opened by the company in another Member State including the name, registration number, EUID and the Member State where the branch is registered.

Member States may make further information and documents available free of charge.";

Member States may make further information and documents available free of charge when extracted by electronic means.";

Amendment    33

Proposal for a directive

Article 1 – paragraph 1 – point 10 – point a

Directive (EU) 2017/1132

Article 22 – paragraph 4 – subparagraph 1a

 

Text proposed by the Commission

Amendment

The Commission may also establish optional access points to the system of interconnection of registers. Such access points will consist of systems developed and operated by the Commission or other Union institutions, bodies, offices or agencies in order to perform their administrative functions or to comply with provisions of Union law. The Commission shall notify the Member States without undue delay of the establishment of such access points and of any significant changes to their operation.

The Commission may also establish access points to the system of interconnection of registers. Such access points will consist of systems developed and operated by the Commission or other Union institutions, bodies, offices or agencies in order to perform their administrative functions or to comply with provisions of Union law. The Commission shall notify the Member States without undue delay of the establishment of such access points and of any significant changes to their operation.

Amendment    34

Proposal for a directive

Article 1 – paragraph 1 – point 10 – point b

Directive (EU) 2017/1132

Article 22 – paragraph 5

 

Text proposed by the Commission

Amendment

5.  Access to information from the system of interconnection of registers shall be ensured through the portal and through the optional access points established by the Member States and by the Commission.

5.  Access to information from the system of interconnection of registers shall be ensured through the portal and through the access points established by the Member States and by the Commission.

Amendment    35

Proposal for a directive

Article 1 – paragraph 1 – point 13

Directive (EU) 2017/1132

Article 28a – paragraph 3

 

Text proposed by the Commission

Amendment

3.  The rules, referred to in paragraph 2, shall at least provide for the following:

3.  The rules, referred to in paragraph 2, shall at least provide for the following:

(a)  the procedure to ensure the legal capacity of the applicant and their authority to represent the company;

(a)  the procedure to ensure the legal capacity of the applicant and their authority to represent the company;

(b)  the means to verify the identity of the person or persons registering the branch or their representatives.

(b)  the means to verify the identity of the person or persons registering the branch or their representatives.

 

(ba)  a requirement for the applicant to use trust services referred to in Regulation (EU) No 910/2014.

Amendment    36

Proposal for a directive

Article 1 – paragraph 1 – point 13

Directive (EU) 2017/1132

Article 28a – paragraph 3 a (new)

 

Text proposed by the Commission

Amendment

 

3a  The rules, referred to in paragraph 2, may also provide for the following procedures:

 

(a)  to verify the legality of the object of the branch;

 

(b)  to verify the legality of the name of the branch;

 

(c)  to verify the legality of the documents and information submitted for the registration of the branch;

 

(d)  to provide for the role of a notary or any other person or body involved in the process of registration of the branch under the applicable national provisions.

Amendment    37

Proposal for a directive

Article 1 – paragraph 1 – point 13

Directive (EU) 2017/1132

Article 28b

 

Text proposed by the Commission

Amendment

Article 28b

Article 28b

Online filing for branches

Online filing of documents and information for branches

Member States shall ensure that documents and information, referred to in Article 30 or any modification thereof, may be filed online within the period provided by the laws of the Member State where the branch is established. Member States shall ensure that such filing may be completed online in its entirety without the necessity for the applicant or its representative to appear in person before any competent authority or before any other person dealing with the online filing, subject to the proviso laid down in Article 13b(4).

Member States shall ensure that documents and information, referred to in Article 30 or any modification thereof, may be filed online within the period provided by the laws of the Member State where the branch is established. Member States shall ensure that such filing may be completed online in its entirety without the necessity for the applicant or its representative to appear in person before any competent authority or before any other person dealing with the online filing, subject to the proviso laid down in Article 13b (2) and Article 13f (8).

 

Member States shall lay down rules to provide safeguards as regards the reliability and trustworthiness of documents and information to be filed online provided that online filing is possible. Article 13f(3) and point (b) of Article 13f(4) apply mutatis mutandis

Amendment    38

Proposal for a directive

Article 2 – paragraph 1 – subparagraph 2

Text proposed by the Commission

Amendment

Notwithstanding the first subparagraph, Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with Article 16(5) and with point (g) of Article 19(2) by ….[OP please set the date = the last day of the month of 60 months after the date of entry into force] at the latest.

Notwithstanding the first subparagraph, Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with Article 16(5) and with point (g) of Article 19(2) by ….[OP please set the date = the last day of the month of 36 months after the date of entry into force] at the latest.

Amendment    39

Proposal for a directive

Article 3 – paragraph 2 – point a

Text proposed by the Commission

Amendment

(a)  the need and feasibility of providing for fully online registration of the types of companies listed in Annex I;

(a)  the feasibility of providing for fully online registration of the types of companies listed in Annex I;

Amendment    40

Proposal for a directive

Article 3 – paragraph 2 – point b

Text proposed by the Commission

Amendment

(b)  the need and feasibility of providing templates by Member States for all types of limited liability companies and the need and feasibility of providing a harmonised template across the Union to be used by all Member States for the types of companies listed in Annex IIA;

(b)  the feasibility of providing templates by Member States for all types of limited liability companies and the need and feasibility of providing a harmonised template across the Union to be used by all Member States for the types of companies listed in Annex IIA;


EXPLANATORY STATEMENT

The European Parliament, in its 2017 resolution on the e-Government Action Plan called on the Commission to consider further ways to promote digital solutions for formalities throughout a company's lifecycle and underlined the importance of work on the interconnection of business registers.

In the EU, there are significant differences between Member States when it comes to the availability of online tools for companies in their contacts with public authorities in the area of company law. Member States provide e-government services at variable degrees: some are very advanced and provide easy-to-use, fully online solutions, while others do not offer online solutions in the field of company law such as the registration of the company as a legal entity.

Therefore, the Commission is putting forward this proposal, together with the Proposal for a Directive of the European Parliament and of the Council amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions to adjust the legal landscape and give a comprehensive set of measures for fair, enabling and modern company law rules in the EU.

This proposal aims to complement the existing rules on EU company law that are codified in Directive (EU) 2017/1132. The initiative is fully coherent with and will build on existing digital elements of EU company law, in particular on the Business Registers Interconnection System (BRIS), which is based on legal obligations set out by Directive 2012/17/EU and the Commission Implementing Regulation (EU) 2015/884.

Overall your rapporteur appreciates the proposal and its main objectives - possibility to establish a company or a branch fully online, implementation of an 'only once' principle, usage of online forms, broadening of a free access to documents in the Business Registers Interconnection System (BRIS). He sees the potential of the proposed directive and appreciates the balanced approach between the easier and cheaper online registration and the anti-fraud protection presented by the EC.

Your rapporteur would like to underline that any requirements as to the authenticity of any submitted information or document shall be subject to national law and Member States may lay down rules to provide safeguards for the reliability and trustworthiness of the documents and information to be filled online. Your rapporteur suggests a more detailed definition of what registration means as the whole process of formation of a company via digital tools is not just a moment. Your rapporteur would like to stress in order to clear up any doubt that it is important that Member States shall ensure that physical presence may only be requested on a case-by-case basis and that any other steps of the procedure can be completed fully online. It is also important to stress that the Member State requesting the information on disqualified directors, if the answer confirms a sort of disqualification, should be given reasons for such a decision from the authorities of the requested Member State.


PROCEDURE – COMMITTEE RESPONSIBLE

Title

Use of digital tools and processes in company law

References

COM(2018)0239 – C8-0166/2018 – 2018/0113(COD)

Date submitted to Parliament

25.4.2018

 

 

 

Committee responsible

       Date announced in plenary

JURI

28.5.2018

 

 

 

Committees asked for opinions

       Date announced in plenary

IMCO

28.5.2018

 

 

 

Not delivering opinions

       Date of decision

IMCO

19.6.2018

 

 

 

Rapporteurs

       Date appointed

Tadeusz Zwiefka

9.7.2018

 

 

 

Discussed in committee

10.7.2018

3.9.2018

11.10.2018

 

Date adopted

20.11.2018

 

 

 

Result of final vote

+:

–:

0:

20

1

3

Members present for the final vote

Max Andersson, Joëlle Bergeron, Jean-Marie Cavada, Kostas Chrysogonos, Mady Delvaux, Laura Ferrara, Lidia Joanna Geringer de Oedenberg, Sajjad Karim, Sylvia-Yvonne Kaufmann, Gilles Lebreton, António Marinho e Pinto, Emil Radev, Julia Reda, Evelyn Regner, Pavel Svoboda, József Szájer, Axel Voss, Francis Zammit Dimech, Tadeusz Zwiefka

Substitutes present for the final vote

Geoffroy Didier, Pascal Durand, Jytte Guteland, Tiemo Wölken, Kosma Złotowski

Date tabled

4.12.2018


FINAL VOTE BY ROLL CALL IN COMMITTEE RESPONSIBLE

20

+

ALDE

Jean-Marie Cavada, António Marinho e Pinto

ECR

Sajjad Karim, Kosma Złotowski

EFDD

Joëlle Bergeron, Laura Ferrara

ENF

Gilles Lebreton

PPE

Geoffroy Didier, Emil Radev, Pavel Svoboda, József Szájer, Axel Voss, Francis Zammit Dimech, Tadeusz Zwiefka

S&D

Mady Delvaux, Lidia Joanna Geringer de Oedenberg, Jytte Guteland, Sylvia-Yvonne Kaufmann, Evelyn Regner, Virginie Rozière

1

-

GUE/NGL

Kostas Chrysogonos

3

0

VERTS/ALE

Max Andersson, Pascal Durand, Julia Reda

Key to symbols:

+  :  in favour

-  :  against

0  :  abstention

Last updated: 7 December 2018Legal notice