Directive 2012/17/EU - European Commerce Registers` Forum

Report
Business Registers
Interconnection System (BRIS)
Magda Talaban – European Commission
ECRF Conference Bucharest
13 June 2013
Outline
 Directive 2012/17/EU
 BRIS overview
 Business registers survey
 Roadmap and on-going work
 Challenges
2
Directive 2012/17/EU
3
Background
 Need to improve transparency and access to company
information at EU level
 Need to provide updated reliable information on companies
and their foreign branches
 Facilitate cross-border communication between business
registers
Increase legal certainty and confidence
in the internal market
4
Directive 2012/17/EU
 Amendments to three company law directives
- Directive 89/666/EEC
- Directive 2005/56/EC
- Directive 2009/101/EC
 New provisions – establishment of the business
registers interconnection system (BRIS)
 Obligations and tasks both for MS and COM
5
Phased implementation
By 7 July 2014  Transposition (I)
By 7 July 2015  Adoption of technical
specifications for BRIS
(implementing acts)
No later than 2 years after  Transposition (II)
adoption of implementing acts *
Post-transposition / System LIVE  Application of Directive
* Cf. Art 5 (2) (2) after the adoption of implementing acts, COM will publish the final date for
application of remaining provisions
6
BRIS overview
7
Business Registers
Interconnection System
(BRIS)
Citizens
BRIS = MS Business Registers,
the Platform and the Portal
Other companies
Administrations
1 Search
E-Justice Portal
MS BR A
2
Cross-border
Mergers
MS BR C
Information on companies and branches
cross-border
merger
notification
Following notification from BR A,
BR C strikes off merging
company
EU Platform
Central Platform
MS BR B
3
notification on company
winding-up/insolvency and
striking-off
Foreign branch
disclosure
Following notification
from BR B,
BRs D and E strike-off
the branches
MS BR D
MS BR E
Business registers survey
9
Business Registers
survey
 Purpose

Identify state of play: Understand and learn how
the business domain is managed by MS BRs

Identify gaps between current situation and
requirements in the Directive
 Replies: 27 (out of 30)
10
Business registers covered by
the Directive
• 18 (67%) MS have only one central BR.
• 7 MS have one central BR plus other regional or local registers (the ones with regional registers have no local
registers and vice-versa)
• 2 MS do not have a central register but have regional and/or local registers, and they are interconnected.
Functional observation
It seems feasible to access all BRs through one single point of access as all MS BRs are somehow interconnected at central level.
11
Types of entities covered by
business registers
23 MS state that they keep information on other
types of entities in addition to Limited Liability
Companies.
The additional types of
entities are mainly the
following ones:
Directive Compliance
Limited Liability Companies, as defined in the Directive are currently being registered by all MS BRs.
12
Documents and particulars
disclosed by business registers
19 (70%) MS disclose a rich range of other documents
and information beyond those required by Directive
2009/101/EC.
Some of the documents and
particulars specified by the MS (some
of them common to a reduced
number of MS) are the following
ones:
Directive Compliance
All MS publish the whole set of documents and particulars specified by the Directive.
13
Company Unique Identifier
• Less than half of the MS use Unique Identifiers for registering companies, different from the Registration Number.
• For most of those using UIDs, the structure of the ID does not conform the one described by the Directive.
2 MS state to be conformant with the Directive's mandated structure.
• Those MS BRs with UIDs rarely use their UID for cross-border operations.
!
Directive Compliance
Currently very few MS use Unique IDs for companies which is similar to the structure specified in the
Directive.
14
Company Unique Identifier
•
The majority of the registers that have a company-UID use it for national inter-operations, mainly for
communication with their Tax Agencies.
•
Few registers (only 4) use their nationally-defined company UID for cross-border operations, mainly in the context
of current projects and pilots with other MS .
(*) One MS states having a UID but does not provide information on its use.
15
Branch Registration
• Most MS BRs register branches (only 2 do not).
• Amongst the 25 MS that register branches, only 1 MS links the branch with its parent company through its identifier.
Directive Compliance
Currently most MS state that their BRs register the branches of foreign companies.,
Most MS do not link the branch to the company through the branch identifier.
!
16
Branch Unique Identifier
• Only 3 MS out of 25 structure the branch ID as specified in the Directive
• 6 countries state to use it for internal communication with other authorities, and 11 for cross-border operations
Directive Compliance
!
Very few MS declare to use branch-UIDs conformant with the Directive-defined structure.
17
Fees for disclosure of information
and particulars on companies
(Art. 2 of Dir. 2009/101)
• The majority of MS charge for most of the information on companies.
• 5 MS offer the information on companies 100% free.
• Other 4 MS offer most information for free.
!
Functional observation
BRIS will have to propose a flexible payment solution.
18
Fees for disclosure of information
and particulars on branches (Art. 2
of Dir. 89/666/EEC)
• The majority of MS charge for most of the information on branches.
• 5 MS offer 100% of the information on branches for free.
• Other 4 MS offer almost all documents for free.
!
Functional observation
BRIS will have to propose a flexible payment solution.
19
Comparing free information about
companies and branches
• There is more free information on branches than on companies.
• Companies accounting (Art 2f) and branches accounting (Art. 2.1h) information is not free for most countries.
20
Search criteria and mechanisms
• All MS BR offer the Company's Name and Registration Number as search criteria.
• Almost half of the MS BRs also offer Person Name, Legal Form and Region as search criteria.
Functional observation
A harmonised set of common search criteria and mechanisms seems feasible.
21
Roadmap and on-going work
22
technical road map: global overview
2013
Q3
Q4
Q1
Q2
Q3
2014
Q4
Q1
Q2
2015
Q3
Q4
Q1
Q2
2016
Q3
Q4
Q1
Q2
2017
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Implementing Act Adoption
Top->down reading
Planning & Analysis
Strategic Decisions
Development
Testing
Pilots
Roll-out
MS User Support &
dissemination…
Operation &
Maintenance …
t0
Timeline
tf
December 2013
October 2014
March 2016
March 2017
23
technical road map: planning & analysis overview
Planning and Analysis
Team organisation, Road Map,
Project Scheduling &
Management tasks, …
Top->down reading
Practices Survey
Business Practices Survey
Technical Practices Survey
Survey conclusions:
high level analysis
Operation &
IT Services
Art. 4c(i)
Use
Cases
Art. 4c(i)
User Requirements Capturing
Questionnaire
Interviews
Meetings
Identification and description of
Business Requirements
Strategic Decisions
Timeline
December 2012
April 2013
December 2013
24
technical road map: practices survey conclusions
Planning and Analysis
Practices Survey
Business Practices Survey
Survey conclusions: high level analysis
Technical Practices Survey
Operation & IT Services
Art. 4c(i)
Top->down reading
Identification and
depiction of BUSINESS
PROCESSES
Identification and
depiction of
COLLABORATIONS
AMONGST
STAKEHOLDERS
Identification and listing of BUSINESS RULES
Identification and
depiction of
EXCHANGED
MESSAGES &
DOCUMENTS
Use Cases
Art. 4c(i)
Identification, depiction and description of the
PLATFORM & PORTAL SERVICES
Deliverables:
Practices Survey
Vision Document
•
•
Best practices on Business Registers interconnection, payment modes, etc.
Best practices on information exchange architectures, payment facilities,
standard communication and protocols, access and security, etc.
•
•
•
December 2012
April 2013
Selection of
STANDARDS for
MESSAGE
STRUCTURING &
EXCHANGING
PLATFORM SERVICES AND
USE CASES
PORTAL SERVICES
AND USE CASES
High Level Collaboration DIAGRAMS
DIAGRAMS & Use Case Tables (Narrative description of the Case, Actors, System preconditions and post-conditions, etc.)
Narrative contextualisation and comments on the analysis
December 2013
25
technical road map: technical specifications overview
Planning and Analysis
Strategic Decisions
Technical Specifications
Unique Identifier
Art. 4(h)
Top->down reading
Information Exchange
Model
Art. 4c(d),(e),(f)
Communication Methods +
Protocols
Art. 4c(a), (b)
Operational, Storage
& Management
Model
Art. 4c(g)
Portal Interface,
Search Engine &
Content Delivery
Art. 4c (c), (j), (l)
Access and Security
Model
Art. 4c(c)
BRIS' SLA
Art. 4c(m)
Payment
modalities
Art. 4c(k)
MS BRs Interoperability (interconnection system)
Art. 4c(i)
MS' Access Points Integration Model
Art. 4c(n)
Technology Selection
Proofs of concept
Implementing Act elaboration
Implementing Act Adoption
(incl. adoption by COM)
Meetings, discussions, document revision
Decision concerning the System Supplier
Timeline
October 2013
April 2014
Development
October 2014
26
Challenges
27
Basic principles
 Do not reinvent the wheel
 Identify and assess the existing knowledge, projects, solutions…
 Re-use as much as possible
 Models and approaches, architectural proposals, building blocks,
business vocabularies, semantic assets
 Keep open and standard, i.e. do not get enslaved by proprietary
solutions; do not develop ad hoc specifications or software core
modules
 Minimize the impact on the Member States systems
 Where possible, try to re-use specifications, techniques and solutions
already used by the MS
L'embarras du choix
 A rich world of knowledge and experience related to the BR domain and to
systems/ BR interoperability
 Interoperability (Architecture, semantic IOP, re-usable building blocks, etc.)

Large Scale Projects, e.g. e-Codex, PEPPOL, STORK, e-Sens …

ISA and W3C specifications, e.g. Business Core Vocabulary, DCAT-AP, ADMS…

Commission internal projects/ systems, e.g. DG JUST (IRI), DG MOVE (ERRU and RESPER),
TAXUD, SANCO, ESTAT (EGR), CIPA e-Delivery, etc.
 Registers related European platforms, pilots and projects
BRITE and EBR
ECRF
xEBR and XBRL
RMS
Interegisters
LEI
 Others






Main challenges
 Meet deadlines in the Directive: manage the available time
for making the optimal strategic decisions and
implementation of the Directive.
 Best value for money: choose the solutions that best fit the
available budget and which require the minimum cost for both
the Commission and the Member States.
To overcome challenges
 Remember the objectives of the Directive

Bring benefits to users (businesses, public authorities) of the
internal market
 Communication and cooperation between stakeholders
 Work together towards a common solution
31
Questions and Answers
Contact: [email protected]
32

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