Business Registers Interconnection System (BRIS) Magda Talaban – European Commission ECRF Conference Bucharest 13 June 2013

Business registers survey Roadmap and on-going work Challenges Outline Directive 2012/17/EU BRIS overview Business registers survey Roadmap and on-going work Challenges

Directive 2012/17/EU

Increase legal certainty and confidence 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

Amendments to three company law directives - Directive 89/666/EEC 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 Directive 89/666/EEC = 11th CLD Directive 2005/56/EC = 10th CLD Directive 2009/101/EC = (former) 1st CLD

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 adoption of implementing acts * Transposition (II) Post-transposition / System LIVE Application of Directive More details on next slide. Transposition I refers to Art. 5 (1), Transposition II refers to Art. 5 (2) Article 5 - Transposition "Transposition I" - Member States shall adopt, publish and apply the laws, regulations and administrative provisions necessary to comply with this Directive by 7 July 2014. 2. "Transposition II" - Notwithstanding paragraph 1, Member States shall, not later than two years after the adoption of the implementing acts referred to in Article 4c of Directive 2009/101/EC, adopt, publish and apply the provisions necessary to comply with: Article 1(3) and (4) and Article 5a of Directive 89/666/EEC >> e.g. obligation to implement unique identifiers for branches + procedure to follow for communication with other BRs on foreign branch disclosure Article 13 of Directive 2005/56/EC >> procedure for notification on cross-border mergers Article 3(1), second subparagraph, Article 3b, Article 3c, Article 3d and Article 4a(3) to (5) of Directive 2009/101/EC >> obligation to have a unique identifier for companies + docs to be publicly available via the portal + which info to be available for free + procedure to follow for communication with other BRs on foreign branch disclosure + ensure interoperability of BRs Upon the adoption of those implementing acts, the Commission shall publish in the Official Journal of the European Union the final date for application of the provisions referred to in this paragraph. * Cf. Art 5 (2) (2) after the adoption of implementing acts, COM will publish the final date for application of remaining provisions

BRIS overview

Foreign branch disclosure Business Registers Interconnection System (BRIS) BRIS = MS Business Registers, the Platform and the Portal Citizens Other companies Administrations E-Justice Portal 1 Search MS BR A Cross-border Mergers MS BR C 2 Information on companies and branches Following notification from BR A, BR C strikes off merging company cross-border merger notification MS BR D Platform EU Central Platform MS BR B Foreign branch disclosure notification on company winding-up/insolvency and striking-off Following notification from BR B, BRs D and E strike-off the branches MS BR E 3

Business registers survey

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)

Functional observation 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.

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.

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.

! 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.

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.

! 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. !

! 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.

Fees for disclosure of information and particulars on companies (Art 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.

Fees for disclosure of information and particulars on branches (Art 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.

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.

Functional observation 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.

Roadmap and on-going work

Implementing Act Adoption technical road map: global overview 2013 2014 2015 2016 2017 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Implementing Act Adoption Planning & Analysis Strategic Decisions Top->down reading Development Testing Pilots Roll-out MS User Support & dissemination… Operation & Maintenance … t0 tf Timeline December 2013 October 2014 March 2016 March 2017

technical road map: planning & analysis overview Planning and Analysis Team organisation, Road Map, Project Scheduling & Management tasks, … Practices Survey Business Practices Survey Survey conclusions: high level analysis Technical Practices Survey Top->down reading 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

PLATFORM SERVICES AND USE CASES PORTAL SERVICES AND USE CASES 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) Identification and depiction of BUSINESS PROCESSES Identification and depiction of COLLABORATIONS AMONGST STAKEHOLDERS Identification and depiction of EXCHANGED MESSAGES & DOCUMENTS Top->down reading Identification and listing of BUSINESS RULES Use Cases Art. 4c(i) Selection of STANDARDS for MESSAGE STRUCTURING & EXCHANGING Identification, depiction and description of the PLATFORM & PORTAL SERVICES PLATFORM SERVICES AND USE CASES Deliverables: Practices Survey Vision Document PORTAL SERVICES AND USE CASES 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. High Level Collaboration DIAGRAMS DIAGRAMS & Use Case Tables (Narrative description of the Case, Actors, System pre-conditions and post-conditions, etc.) Narrative contextualisation and comments on the analysis December 2012 April 2013 December 2013

technical road map: technical specifications overview Planning and Analysis Strategic Decisions Technical Specifications Proofs of concept Technology Selection Implementing Act elaboration Communication Methods + Protocols Art. 4c(a), (b) Access and Security Model Art. 4c(c) Information Exchange Model Art. 4c(d),(e),(f) Operational, Storage & Management Model Art. 4c(g) BRIS' SLA Art. 4c(m) MS BRs Interoperability (interconnection system) Art. 4c(i) MS' Access Points Integration Model Art. 4c(n) Unique Identifier Art. 4(h) Portal Interface, Search Engine & Content Delivery Art. 4c (c), (j), (l) Top->down reading Payment modalities Art. 4c(k) Implementing Act Adoption (incl. adoption by COM) Meetings, discussions, document revision Decision concerning the System Supplier Development Timeline October 2013 April 2014 October 2014

Challenges

Do not reinvent the wheel 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

Registers related European platforms, pilots and projects 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.

Remember the objectives of the Directive 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 Finish on a positive note

Contact: markt-bris@ec.europa.eu Questions and Answers Contact: markt-bris@ec.europa.eu