Directive 2012/17/EU of the European Parliament and of the CouncilShow full title

Article 3 Amendments to Directive 2009/101/EC

Directive 2009/101/EC is hereby amended as follows:

(1)

The following Article is inserted:

‘Article 2a

1. Member States shall take the measures required to ensure that any changes in the documents and particulars referred to in Article 2 are entered in the competent register referred to in the first subparagraph of Article 3(1) and are disclosed, in accordance with Article 3(3) and (5), normally within 21 days from receipt of the complete documentation regarding those changes including, if applicable, the legality check as required under national law for entry in the file.

2. Paragraph 1 shall not apply to the accounting documents referred to in Article 2(f).’.

(2)

In Article 3(1), the following subparagraph is added:

‘Member States shall ensure that companies have a unique identifier allowing them to be unequivocally identified in communication between registers through the system of interconnection of central, commercial and companies registers established in accordance with Article 4a(2) (“the system of interconnection of registers”). That unique identifier shall comprise, at least, elements making it possible to identify the Member State of the register, the domestic register of origin and the company number in that register and, where appropriate, features to avoid identification errors.’.

(3)

The following Articles are inserted:

‘Article 3a

1. Member States shall ensure that up-to-date information is made available explaining the provisions of national law according to which third parties can rely on particulars and each type of document referred to in Article 2, in accordance with Article 3(5), (6) and (7).

2. Member States shall provide the information required for publication on the European e-Justice portal (“the portal”) in accordance with the portal’s rules and technical requirements.

3. The Commission shall publish that information on the portal in all the official languages of the Union.

Article 3b

1. Electronic copies of the documents and particulars referred to in Article 2 shall also be made publicly available through the system of interconnection of registers.

2. Member States shall ensure that the documents and particulars referred to in Article 2 are available through the system of interconnection of registers in a standard message format and accessible by electronic means. Member States shall also ensure that minimum standards for the security of data transmission are respected.

3. The Commission shall provide a search service in all the official languages of the Union in respect of companies registered in the Member States, in order to make available through the portal:

(a) the documents and particulars referred to in Article 2;

(b) the explanatory labels, available in all the official languages of the Union, listing those particulars and the types of those documents.

Article 3c

1. The fees charged for obtaining the documents and particulars referred to in Article 2 through the system of interconnection of registers shall not exceed the administrative costs thereof.

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

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

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

(c) the registration number of the company.

In addition to those particulars, Member States may choose to make further documents and particulars available free of charge.

Article 3d

1. The register of the company shall, through the system of interconnection of registers, make available, without delay, the information on the opening and termination of any winding-up or insolvency proceedings of the company and on the striking-off of the company from the register, if this entails legal consequences in the Member State of the register of the company.

2. The register of the branch shall, through the system of interconnection of registers, ensure receipt, without delay, of the information referred to in paragraph 1.

3. The exchange of information referred to in paragraphs 1 and 2 shall be free of charge for the registers.’.

(4)

The following Articles are inserted:

‘Article 4a

1. A European central platform (“the platform”) shall be established.

2. The system of interconnection of registers shall be composed of:

• the registers of Member States,

• the platform,

• the portal serving as the European electronic access point.

3. The Member States shall ensure the interoperability of their registers within the system of interconnection of registers via the platform.

4. Member States may establish optional access points to the system of interconnection of registers. They shall notify the Commission without undue delay of the establishment of such access points and of any significant changes to their operation.

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.

6. The establishment of the system of interconnection of registers shall not affect existing bilateral agreements concluded between Member States concerning the exchange of information on companies.

Article 4b

1. The Commission shall decide to develop and/or operate the platform either by its own means or through a third party.

Should the Commission decide to develop and/or operate the platform through a third party, the choice of the third party and the enforcement by the Commission of the agreement concluded with that third party shall be done in accordance with Council Regulation (EC, Euratom) No 1605/2002 of 25 June 2002 on the Financial Regulation applicable to the general budget of the European Communities(1).

2. Should the Commission decide to develop the platform through a third party, it shall, by means of implementing acts, establish the technical specifications for the purpose of the public procurement procedure and the duration of the agreement to be concluded with that third party.

3. Should the Commission decide to operate the platform through a third party, it shall, by means of implementing acts, adopt detailed rules on the operational management of the platform.

The operational management of the platform shall include, in particular:

• the supervision of the functioning of the platform,

• the security and protection of data distributed and exchanged using the platform,

• the coordination of relations between Member States’ registers and the third party.

The supervision of the functioning of the platform shall be carried out by the Commission.

4. The implementing acts referred to in paragraphs 2 and 3 shall be adopted in accordance with the examination procedure referred to in Article 4e(2).

Article 4c

By means of implementing acts, the Commission shall adopt the following:

(a)

the technical specification defining the methods of communication by electronic means for the purpose of the system of interconnection of registers;

(b)

the technical specification of the communication protocols;

(c)

the technical measures ensuring the minimum information technology security standards for communication and distribution of information within the system of interconnection of registers;

(d)

the technical specification defining the methods of exchange of information between the register of the company and the register of the branch as referred to in Article 3d of this Directive and in Article 5a of Eleventh Council Directive 89/666/EEC of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State(2);

(e)

the detailed list of data to be transmitted for the purpose of exchange of information between registers, as referred to in Article 3d of this Directive, in Article 5a of Directive 89/666/EEC, and in Article 13 of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies(3);

(f)

the technical specification defining the structure of the standard message format for the purpose of the exchange of information between the registers, the platform and the portal;

(g)

the technical specification defining the set of the data necessary for the platform to perform its functions as well as the method of storage, use and protection of such data;

(h)

the technical specification defining the structure and use of the unique identifier for communication between registers;

(i)

the specification defining the technical methods of operation of the system of interconnection of registers as regards the distribution and exchange of information, and the specification defining the information technology services, provided by the platform, ensuring the delivery of messages in the relevant language version;

(j)

the harmonised criteria for the search service provided by the portal;

(k)

the payment modalities, taking into account available payment facilities such as online payments;

(l)

the details of the explanatory labels listing the particulars and the types of documents referred to in Article 2;

(m)

the technical conditions of availability of services provided by the system of interconnection of registers;

(n)

the procedure and technical requirements for the connection of the optional access points to the platform.

Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 4e(2).

The Commission shall adopt those implementing acts by 7 July 2015.

Article 4d

1. The establishment and future development of the platform and the adjustments to the portal resulting from this Directive shall be financed from the general budget of the Union.

2. The maintenance and functioning of the platform shall be financed from the general budget of the Union and may be co-financed by fees for access to the system of interconnection of registers charged to its individual users. Nothing in this paragraph shall affect fees at the national level.

3. By means of delegated acts and in accordance with Article 13a, the Commission may adopt rules on whether to co-finance the platform by charging fees, and, in that case, the amount of the fees charged to individual users in accordance with paragraph 2.

4. Any fees imposed in accordance with paragraph 2 shall be without prejudice to the fees, if any, charged by Member States for obtaining documents and particulars as referred to in Article 3c(1).

5. Any fees imposed in accordance with paragraph 2 shall not be charged for obtaining the particulars referred to in points (a), (b) and (c) of Article 3c(2).

6. Each Member State shall bear the costs of adjusting its domestic registers, as well as their maintenance and functioning costs resulting from this Directive.

Article 4e

1. The Commission shall be assisted by a committee. That committee shall be a committee within the meaning of Regulation (EU) No 182/2011 of the European Parliament and of the Council of 16 February 2011 laying down the rules and general principles concerning mechanisms for control by Member States of the Commission’s exercise of implementing powers(4).

2. Where reference is made to this paragraph, Article 5 of Regulation (EU) No 182/2011 shall apply.’.

(5)

The following Article is inserted:

‘Article 7a

The processing of personal data carried out in the context of this Directive shall be subject to Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data(5).’.

(6)

The following Chapter is inserted:

‘CHAPTER 4A DELEGATED ACTS

Article 13a

1. The power to adopt delegated acts is conferred on the Commission subject to the conditions laid down in this Article.

2. The power to adopt delegated acts referred to in Article 4d(3) shall be conferred on the Commission for an indeterminate period of time.

3. The delegation of power referred to in Article 4d(3) may be revoked at any time by the European Parliament or by the Council. A decision to revoke shall put an end to the delegation of the power specified in that decision. It shall take effect the day following the publication of the decision in the Official Journal of the European Union or at a later date specified therein. It shall not affect the validity of any delegated acts already in force.

4. As soon as it adopts a delegated act, the Commission shall notify it simultaneously to the European Parliament and to the Council.

5. A delegated act adopted pursuant to Article 4d(3) shall enter into force only if no objection has been expressed either by the European Parliament or the Council within a period of three months of notification of that act to the European Parliament and the Council or if, before the expiry of that period, the European Parliament and the Council have both informed the Commission that they will not object. That period shall be extended by three months at the initiative of the European Parliament or of the Council.’.

(1)

OJ L 248, 16.9.2002, p. 1.

(2)

OJ L 395, 30.12.1989, p. 36.

(3)

OJ L 310, 25.11.2005, p. 1.

(4)

OJ L 55, 28.2.2011, p. 13.’.

(5)

OJ L 281, 23.11.1995, p. 31.’.