Simplification of the 1st and 11th Directive Proposal for a Directive of the European Parliament and of the Council amending Council Directives 68/151/EEC and 89/666/EEC as regards publication and translation obligations of certain types of companies 17.4.2008 submitted by EC negotiations started during SI PRES CZ PRES took over the negotiations from FR on 1st January 2009

Why? company law directives – adopted between 1960s and 1980s 1st CLD – adopted in 1968 progress in information technologies duplication of information provided by companies

Type of action part of the Action programme for the reduction of the administrative burden – number of proposals submitted as a „fast track“ company law, accounting and auditing – priority areas in admin. burden initiative in parallel Commission launched initiative for simplification of the regulatory environment for European businesses (within the general context of Better Regulation)

Content – 1st CLD original version – target: publication requirements for limited liability companies (Art. 3) - commercial registers, national gazettes + - national/regional newspapers (outside the scope of the directive) amendment 2003 – adaptation to new technologies – since January 2007 possibility to file documents and particulars by electronic means + national gazette can be kept in electronic form/equally effective means

publication costs: - incorporation of the company - change to documents/particulars (e.g. annual accounts) - publication requirements included also in other directives/regulations (references used to the disclosure rules in 1st CLD); e.g. SE, SCE, 3rd CLD on mergers, 6th CLD on divisions, 10th CLD on cross-border mergers …

New proposal aim: reduce redundant publication requirements = reduce admin. and financial costs for companies content: obligatory central electronic platform (information disclosed in chronological order, e.g. registers´website or electronic national gazette) + no special fee for companies as regards publication via CEP or any additional publication obligation imposed by MS justification: electronic availability = no need for the publication in national gazettes (paper based); national gazettes often contain a reference and not the full information MS free to continue to provide for additional publication obligations – free of charge for companies registration fees are kept (recital 6)

Impact Assesment the total minimum costs of current rule to publish in national gazettes – estimated at: around 410 mil. EUR/year (as regards publication of annual accounts) around 200 mil. EUR/year (as regards publication of changes in the registers) internal costs of companies for preparation of the information to be published in some MS – costs for publication in newspapers (no figures available)

Challenges traditions internet penetration earnings

11th CLD the proposal contains modification of 11th CLD on branches objective: reduce costs for translation and certification proposed measures: mutual recognition of translations of certain documents of a branch (e.g. memorandum, articles of association, accounting documents)

Thank you for your attention! Martina Nemcova Attaché for Company Law Permanent Representation of the Czech Republic martina_nemcova@mzv.cz Tel. 0032 (0) 221 39 324