Interconnection of central,
commercial and companies registers
Directive 2012/17/EU
Chris Pitt Lewis
The Directive
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Directive 2012/17/EU of the European Parliament and the Council as
regards the interconnection of central, commercial and companies
registers
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Dated 13 June 2012
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In force 3 July 2012
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Directly concerns registrars who are also mercantile registrars
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Also concerns the rest of us, because –
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It may affect the way that we identify companies in land register context
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Possible model for future connection of land registers??
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Purpose
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Improve cross-border transmission of information between EU
business registers
Enable cross-border searches
Commission must establish a “European Central Platform“ for this
purpose
The Platform will be an interface
From one national register to another, enabling efficient interchange of
information
 From national registers to the e-justice portal, enabling cross-border
searches through the portal
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Delegated power to Commission to establish technical requirements
Unique identifiers for companies and branches in EU context
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Structure of the Directive
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Inserts new articles in Directive 2009/101/EC (on coordination of
registration of company information)
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Makes consequential amendments to –
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Directive 2005/56/EC (about cross-border mergers of companies)
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Directive 89/666/EC (requiring registration of branches of foreign
companies operating in another Member State)
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The System of Interconnection of Registers
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New Articles 4a-4e inserted in Directive 2009/101/EC
Consists of –
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The registers of Member States
 The “European Central Platform“
 The e-justice portal serving as the European electronic access point
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MSs may establish their own optional access points to the system
The European Central Platform is to be established either by the
Commission or by a third party chosen under usual public
procurement procedures
The Commission is to lay down detailed specification in accordance
with new Article 4c using comitology procedure
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Information to be available on the Platform
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Electronic copies of company documents and particulars listed in art.2
of 2009 Directive
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MSs must register these within 21 days of receipt (except accounting documents)
Search system will make them available with explanatory labels in all EU languages
Electronic copies of documents about branches required by art.2(1) of
1989 Directive
Information (without delay) about opening and termination of winding
up or company insolvency proceedings, and striking off from register,
if it entails legal consequences in MS where registered
Information re cross-border mergers, to ensure that old companies
struck off without delay when new company registered
MSs must provide up to date info about national law for e-justice
portal
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Foreign branches
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Register of branch must ensure that it receives from the platform,
without delay, info about winding up/insolvency/striking off of parent
company
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So that branches are struck off without undue delay when parent
dissolved or struck off
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Except if striking off of parent is a formality because of change in legal
form of company, merger or division, or cross border transfer of
registered office
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Branches, like companies, to have a unique identifier
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Unique identifiers
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To be used in communication between registers in the system of
interconnection
No obligation for companies to use them on letters and forms – should
continue to use domestic registration numbers for this
Applies to both companies and foreign branches
Commission to adopt technical specification defining the structure
and use of the unique identifiers
But must at least identify –
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The Member state of the register
 The domestic register of origin
 The company number (or branch number) in that register
 Where appropriate, features to avoid identification errors
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Money
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Commission pays for central platform
Member States pay for adjustments to ensure their connection to
system
Basic information available free on system of interconnection –
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Name and legal form of company
 Registered office and MS where registered
 Registration number of the company
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For other information, MS may (but do not have to) charge fees, but
fees must not exceed administrative costs of providing it
Exchange of information between register of parent company and
register of branch shall be free of charge for the registers
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Timescale
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Member States to transpose by 7 July 2014
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But specifications for the Central Platform depend on action by
Commission (to be taken by 7 July 2015)
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Member States to transpose these within 2 years after that
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Summary
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Not a central database
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An interconnection of national databases
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EU provides central platform and technical specification for using it
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Member States must make necessary adjustments to connect to it
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But no need to change domestic operation of registers
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Communication between registers via the platform
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Public searches – access to platform via e-justice portal
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