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

2. 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

3. Directive 2012/17/EU

4. 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

5. 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

6. 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

7. BRIS overview

8. 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

9. Business registers survey

10. 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)

11. 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.

12. 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.

13. 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.

14. ! 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.

15. 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.

16. ! 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. !

17. ! 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. Roadmap and on-going work

23. 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

24. 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

25. 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

26. 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

27. Challenges

28. 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

29. 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

30. 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.

31. 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

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