ANNEXTechnical specifications and procedures
15.Exchange of information on disqualified directors
15.1.Introduction
The exchange of information referred to in Article 13i(4) of Directive (EU) 2017/1132 shall cover cases where a person is disqualified from becoming a director of a company of one of the types listed in Annex II to that Directive further to a decision of a court or another competent authority of a Member State based on its national law.
The exchange of information shall not cover cases where, under national law, a person is generally incapable of contracting or restricted in his or her general legal capacity or further to a decision of a court or another competent authority of a Member State based on its national law and therefore unable to become a director of a company of the type referred to in the first paragraph.
The exchange of information shall not cover cases based on specific rules under Union law, such as the rules on fitness and propriety provided under Article 91(1) of Directive 2013/36/EU of the European Parliament and of the Council12.
Where, in accordance with national law in a Member State, legal persons are allowed to be directors of companies of the type referred to in the first paragraph, such legal persons shall fall under the scope of the exchange of information. Each Member State shall inform the other Member States and the Commission whether this possibility exists in its national law.
15.2.Methods of exchange of information between Member States
The following method shall be used for the exchange of information between the registers in accordance with Article 13i of Directive (EU) 2017/1132.
The queries and the answers under this section shall be transferred through BRIS using end-to-end encryption.
Member States shall exchange the information needed to correlate queries and the answers under this section concerning the same request.
15.2.1.First level of exchange of information
15.2.1.1.First level query on disqualification
Member States’ competent authorities may request, through BRIS, information from one or more Member States on whether a person who applies to become a director of a company of one of the types listed in Annex II to Directive (EU) 2017/1132 is disqualified or is recorded in any of their registers that contain information relevant for disqualification of directors.
The requesting Member State shall decide to which Member State or Member States the query shall be sent. The queries shall be sent with a view to ensure effective, efficient and prompt exchange of information.
Each query shall cover one single person and shall provide the data for identification of the person. The requesting Member State shall process such data in compliance with Regulation (EU) 2016/679. The Member States shall ensure that only necessary data and only data concerning the applicant in question is exchanged.
15.2.1.2.First level answer on disqualification
Upon receipt of the query, the competent authorities of the requested Member State shall, without delay, provide an answer through BRIS.
The answer shall indicate whether the person identified in the query is disqualified or is recorded in any of the registers of the requested Member State that contain information relevant for disqualification of directors.
In case the answer is that the person is disqualified or is recorded in any of the registers that contain information relevant for disqualification of directors, the requested Member State may indicate in its answer, which specific data provided by the requesting Member State matches the data available in the requested Member State and which specific data included in the query cannot be confirmed by the requested Member State as it is not recorded in its registers.
If it is necessary, the requested Member State may ask the requesting Member State to provide further data to ensure unequivocal identification of the person. Such data shall be processed in compliance with Regulation (EU) 2016/679.
15.2.2.Second level of exchange of information
The exchange for additional information may take place through other appropriate means than BRIS. If the second level of exchange of information is carried out through BRIS, the rules set out in points 15.2.2.1, 15.2.2.2, 15.3.3 and 15.3.4 shall apply.
15.2.2.1.Second level query on disqualification
In case a requested Member State indicates in the first level answer that a given person is disqualified or is recorded in any of its registers that contain information relevant for disqualification of directors, the requesting Member States may request further information from the requested Member State concerning the person identified in the first level query.
The second level query shall cover the same person as the first level query and first level answer.
15.2.2.2.Second level answer on disqualification
The requested Member State may decide, under its national law, which additional information to provide. In case that Member State’s national law does not allow further exchange of information, it shall inform accordingly the requesting Member State.
15.3.Detailed list of data
For the exchange of information on disqualified directors, Member States shall include the following data.
15.3.1.First level query on disqualification
Data type | Description | Cardinality13 | Additional description |
|---|---|---|---|
Issuance Date and Time | Date and time when this query was sent | 1 | Date and Time |
Issuing Organisation | Name/Identifier of the organisation that issues this query | 1 | Party data structure |
Recipient Organisation | Name/Identifier of the register of the requested Member State | 1 | Party data structure |
Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
First level query on disqualification If the person who applies to be a director is a natural person | |||
First name | First name of the person who applies to be a director | 1 | Text |
Surname | Surname of the person who applies to be a director | 1 | Text |
Date of birth | Date of birth of the person who applies to be a director | 1 | Date |
Further identification data | Further data processed according to the requesting Member State’s national law and in compliance with Regulation (EU) 2016/679 | 0…n | Text/date/identifier |
First level query on disqualification If the person who applies to be a director is a legal person | |||
Name of the legal entity | Name of the legal entity which applies to be a director | 1 | Text |
Legal form | Legal form of the legal entity which applies to be a director | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 of the company therein or other legal form if the legal entity falls outside of the scope Directive (EU) 2017/1132 |
EUID | EUID if it is a company listed in Annex II to Directive (EU) 2017/1132. | 1 | Identifier |
Other registration number | Other registration number if not a company listed in Annex II to Directive (EU) 2017/1132. | 0 | Identifier |
Alternate ID | Other identifiers of the company (e.g. Legal Entity Identifier) | 0…n | Identifier |
Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided. | |||
Member States shall provide information on the means of identification needed for an efficient exchange of information on disqualified directors. That information may consist in providing the data that is necessary to identify the persons covered by a request.
Member States may also use e-identification means for the identification of persons in the exchange of information.
Queries covering a legal person shall be sent only to those Member States which allow legal persons to be directors and which allow disqualification of such legal persons.
15.3.2.First level answer on disqualification
Data type | Description | Cardinality14 | Additional description |
|---|---|---|---|
Issuance Date and Time | Date and time when this answer was sent | 1 | Date and Time |
Issuing Organisation | Name/Identifier of the organisation that issues this answer | 1 | Party data structure |
Recipient Organisation | Name/Identifier of the register of the requesting Member State | 1 | Party data structure |
Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
Yes/no/no sufficient data for identification | ‘Yes’ if the person is disqualified or is recorded in any of its registers that contain information relevant for disqualification of directors ‘No’ if the person is not disqualified or is not recorded in any of its registers that contain information relevant for disqualification of directors ‘No sufficient data for identification’ if the data provided does not make it possible to unequivocally identify the person and more information is needed. | 1 | Select an option |
Further identification data required | Indicate what data is needed for unequivocal identification | 1…n (only if no sufficient data for identification) | Text/date/identifier |
No second level answer will be provided through BRIS | If “yes”, option to indicate that no answer will be provided for second level query through BRIS | 0 | Select the option |
Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided. | |||
15.3.2.1.Provision of further identification data
In case the requested Member State requires further identification data to ensure unequivocal identification, the requesting Member State shall provide the data using the following message format:
Data type | Description | Cardinality15 | Additional description |
|---|---|---|---|
Issuance Date and Time | Date and time when this query was sent | 1 | Date and Time |
Issuing Organisation | Name/Identifier of the organisation that issues this query | 1 | Party data structure |
Recipient Organisation | Name/Identifier of the register of the requested Member State | 1 | Party data structure |
Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
Further identification data | Further data required by the requested Member State to ensure unequivocal identification processed according to the requesting Member State’s national law and in compliance with Regulation (EU) 2016/679 | 1…n | Text/date/identifier |
Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided. | |||
15.3.3.Second level query on disqualification
Data type | Description | Cardinality16 | Additional description |
|---|---|---|---|
Issuance Date and Time | Date and time when this query was sent | 1 | Date and Time |
Issuing Organisation | Name/Identifier of the organisation that issues this query | 1 | Party data structure |
Recipient Organisation | Name/Identifier of the register of the requested Member State | 1 | Party data structure |
Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
Request further information | Request for further information | 1…n | Request further information at least on one of the following:
|
Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided. | |||
15.3.4.Second level answer on disqualification
Data type | Description | Cardinality17 | Additional description |
|---|---|---|---|
Issuance Date and Time | Date and time when this answer was sent | 1 | Date and Time |
Issuing Organisation | Name/Identifier of the organisation that issues this answer | 1 | Party data structure |
Recipient Organisation | Name/Identifier of the register of the requesting Member State | 1 | Party data structure |
Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
Further information | Request for further information | 1…n | Further information at least on one of the following:
|
Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided. | |||
15.4.Operation of the exchange of information
Member States shall indicate if they face difficulties due to high numbers of queries received. In such a case, the Commission and the Member States shall assess the issue with a view of ensuring smooth operation of the exchange of information and further development of the system.