What changed

DRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION

– having regard to Article 294(3) of the Treaty on the Functioning of the European Union,

– having regard to the opinion of the European Economic and Social Committee of 14 June 2023,

– having regard to Rule 59 of its Rules of Procedure,

– having regard to the report of the Committee on Legal Affairs (A90000/2023),(A9-0394/2023),

1. Adopts its position at first reading hereinafter set out;

(9) A preventive administrative or judicial control, respecting Member States traditions including the possible involvement of notaries, should be ensured in all Member States in order to ensure reliability of cross-border company data. A legality check of the company’s instrument of constitution, the company statutes if contained in a separate instrument, and of any amendment of such instruments and statutes, should be carried out, given that these are the most important documents concerning the company.

(9) A preventive administrative, judicial or notarial control,control or any combination thereof, respecting Member States traditions, should be ensured in all Member States in order to ensure reliability of cross-border company data. Member States should therefore provide for public preventive control through courts, administrative authorities or notaries.notaries in accordance with their national legal systems. A legality check of the company’s instrument of constitution, the company statutes if contained in a separate instrument, and of any amendment of such instruments and statutes, should be carried out, given that these are the most important documents concerning the company.

Or. en

Amendment 2

(9a) The legality of company law transactions, the protection of reliable public registers and the prevention of illegal activities require the correct and secure identification of the participants in such transactions as well as the verification of their legal capacity. This applies, inter alia, to company founders and directors. In particular, the reliable identification of the customer in line with the ‘know-your-customer’ principle under anti-money laundering and combating the financing of terrorism (AML/CFT) rules is a prerequisite for any AML/CFT customer due diligence obligations and thus any money laundering and terrorist financing (ML/TF) prevention. Therefore, for the procedures within the scope of this Directive, Member States should be allowed to provide for complementary public electronic controls of identity, legal capacity and legality. Those complementary public electronic controls could include public remote audio-visual identity controls, including electronic checks of identity photos.

Or. en

Amendment 3

(11) Applying the ‘once-only’ principle entails that companies are not asked to submit the same information to public authorities more than once. For example, companies should not have to resubmit the company documents or information already submitted to the register where the company is registered when creating a subsidiary in another Member State. Instead, information about the company should be exchanged electronically, between the register where the company is registered and the register where a subsidiary is to be registered, using the system of interconnection of registers. Such information should be made available by the business register to any authority, body or person mandated under national law to deal with any aspect of the formation of a company.

(11) Applying the ‘once-only’ principle entails that companies are not asked to submit the same information to public authorities more than once. For example, companies should not have to resubmit the company documents or information already submitted to the register where the company is registered when creating a subsidiary in another Member State. Instead, information about the company should be exchanged electronically, between the register where the company is registered and the register where a subsidiary is to be registered, using the system of interconnection of registers.registers; however it should be possible to use other means to exchange documents and information, in parallel to the use of electronic means. Such information should be made available by the business register to any authority, body or person mandated under national law to deal with any aspect of the formation of a company. Documents or information transmitted as part of electronic communication through the system of interconnection of registers should not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They should have the same legal effectvalue as that provided by the register of the Member State where the company in question is registered.

Or. en

Amendment 4

Proposal for a directive

Recital 12

Text proposed by the Commission

Amendment

(12) In order to increase transparency and trust with respect to companies in the single market, and to facilitate companies’ cross-border operations and activities, it is essential to make more company information available across the Union and to ensure that it is comparable and more easily accessible. This should be done by building on the company information that already exists in national registers and making it available at Union level through the system of interconnection of registers, as well as by providing access to more information both in the national registers and through the system of interconnection of registers.

(12) In order to increase transparency and trust with respect to companies in the single market, to ensure legal certainty and protection of third parties in dealings with companies in a cross-border context, to contribute to the fight against fraud and abuse, and to facilitate companies’ cross-border operations and activities, it is essential to make more company information available across the Union and to ensure that it is comparable and more easily accessible. This should be done by building on the company information that already exists in national registers and making it available at Union level through the system of interconnection of registers, as well as by providing access to more information both in the national registers and through the system of interconnection of registers.

Amendment 5

Proposal for a directive

Recital 15

54 Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1).

Or. en

Amendment 6

Amendment 5

Proposal for a directive

Recital 16 a (new)

Text proposed by the Commission

Amendment

(16a) Cooperatives have an important place in many Member States. Therefore, where information on cooperatives is also included in national registers, this information should also be accessible at Union level through the system of interconnection of registers in the same way as for limited liability companies, with certain information to be made available free of charge, and they should be unequivocally identified through the EUID.

Amendment 7

Proposal for a directive

Recital 20

(20) In order to avoid unnecessary burden, the obligation to update the group information, at least once per year, should be on the ultimate parent or, where applicable, on the intermediate parent or on the subsidiary company governed by the law of a Member State. If no change has occurred within a year, such parent company or subsidiary company should confirm this to its register, which should record and make this information publicly available. In addition, each subsidiary company should be responsible for keeping the information related to its affiliation to the group in its register up to date. In this regard, the ultimate parent or, where applicable, the intermediate parent or the subsidiary company governed by the law of a Member State should provide any changes in the group information to the (other) subsidiaries without delay in order for the subsidiaries to fulfil in time the obligation to keep the group-related information in their register up to date.

(20) In order to avoid unnecessary burden, the obligation to update the group information, once per year where applicable, should be on the ultimate parent or, where applicable, on the intermediate parent or on the subsidiary company governed by the law of a Member State. In addition, each subsidiary company should be responsible for keeping the information related to its affiliation to the group in its register up to date. In this regard, the ultimate parent or, where applicable, the intermediate parent or the subsidiary company governed by the law of a Member State should provide any changes in the group information to the (other) subsidiaries without delay in order for the subsidiaries to fulfil in time the obligation to keep the group-related information in their register up to date.

Or. en

Amendment 8

Amendment 6

Proposal for a directive

Amendment

(22) In addition to common standards for checking company information before it is entered into the register, it is necessary to ensure that the information in the register is kept up to date. The Financial Action Task Force recommendation 24 ‘Transparency and beneficial ownership of legal persons’, as revised in March 2022, includes requirements that company information in business registers be kept accurate and up to date. It is also in companies’ interest to make sure that their information is updated in the register because this information, including the EU Company Certificate, can be relied on by third parties. Therefore, companies should be required to disclose changes to company information without unnecessary delay and the registers should record and make available such changes in a timely manner. While the deadline for the publication of accounting documents is regulated by Directive 2013/34/EU of the European Parliament and of the Council55 ,Council55, the registers should also make them publicly available without unnecessary delay. In addition, in order to further enhance the reliability of company data, companies should confirm once per calendar year that their information in the business register is up to date, including when no change occurred. Companies may do this together with the filing of other changes or when filing accounting documents.

(22) In addition to common standards for checking company information before it is entered into the register, it is necessary to ensure that the information in the register is kept up to date. The Financial Action Task Force recommendation 24 ‘Transparency and beneficial ownership of legal persons’, as revised in March 2022, includes requirements that company information in business registers be kept accurate and up to date. It is also in companies’ interest to make sure that their information is updated in the register because this information, including the EU Company Certificate, can be relied on by third parties. Therefore, companies should be required to disclose changes to company information without unnecessary delay and the registers should record and make available such changes in a timely manner. While the deadline for the publication of accounting documents is regulated by Directive 2013/34/EU of the European Parliament and of the Council55 ,Council55, the registers should also make them publicly available without unnecessary delay.

__________________

55 Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).

Or. en

Amendment 9

Amendment 7

Proposal for a directive

Recital 23 a (new)

Text proposed by the Commission

Amendment

(23a) Company law should not be a means that permits the circumvention of important Union and Member State laws that protect the public interest. Therefore, the legality of corporate transactions and procedures with effect for the internal market and their compliance with applicable Union and national law should be checked in the public interest by public gatekeepers under Union or Member States’ public supervision.

Amendment 10

Proposal for a directive

Recital 24

(24) In the single market, companies should be able to prove that their company is legally incorporated in a Member State through simple and reliable means, which are recognised cross-border by other Member States. Therefore, a harmonised EU Company Certificate should be established. Companies could apply for such an EU Company Certificate to use it for different purposes, including for administrative procedures before national authorities and court proceedings in other Member States or before EU institutions and bodies. Such EU Company Certificate should be issued and certified by the national business registers, should include essential company information used by companies in cross-border situations, including the company name, its registered office and legal representatives, and should be available in all official languages of the Union. The electronic EU Company Certificate should be authenticated by using trust services as referred to in Regulation (EU) No 910/201456 . This EU Company Certificate would also be accessible to third parties, including authorities, which need reliable essential information about companies. While Member States should be allowed to charge a fee for obtaining an EU Company Certificate, registers should be required to provide, upon request, each company registered in that register with its own EU Company Certificate free of charge at least once a year. Registers and authorities in other Member States should accept an EU Company Certificate in accordance with this Directive.

(24) In the single market, companies should be able to prove that their company is legally incorporated in a Member State through simple and reliable means, which are recognised cross-border by other Member States. Therefore, a harmonised EU Company Certificate should be established and disclosed in the register of the company. Companies could apply for such an EU Company Certificate to use it for different purposes, including for administrative procedures before national authorities and court proceedings in other Member States or before EU institutions and bodies. Such EU Company Certificate should be issued and certified by the national business registers, should include essential company information used by companies in cross-border situations, including the company name, its registered office and legal representatives, and should be available in all official languages of the Union. The electronic EU Company Certificate should be authenticated by using trust services as referred to in Regulation (EU) No 910/201456 . This EU Company Certificate should also be accessible free of charge to third parties, including authorities,authorities and employee representatives, which need reliable essential information about companies. Registers should be required to provide, upon request, each company registered in that register with its own EU Company Certificate free of charge. Registers and authorities in other Member States should accept an EU Company Certificate in accordance with this Directive.

__________________

56 Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73).

Or. en

Amendment 11

Amendment 8

Proposal for a directive

(25) In order to further facilitate cross-border procedures for companies and simplify and reduce formalities, such as apostille or translation, a digital EU power of attorney should be established. The digital EU power of attorney will be a multilingual standard model based on a common European template which companies may choose to use in cross-border situations. It should have a minimum mandatory content, while it would be drawn up in accordance with national legal and formal requirements,. The standard digital EU power of attorney would only exist in digital form and it should be authenticated in accordance with the assurance level ‘high’ by using trust services as referred to in Regulation (EU) No 910/2014. In addition, in order to contribute to higher security of transactions and reliable public registers, the digital EU power of attorney should be signed using qualified electronic signatures. In cases where the digital EU power of attorney is certified or authenticated, the certifying or authenticating authority should use qualified electronic signatures or seals, including its specific attributes in accordance with Regulation (EU) No 910/2014. The digital EU power of attorney should be filed in the register of the company where third parties that can demonstrate legitimate interest can consult it. In particular, third parties, such as lawyers, notaries, credit and financial institutions or competent authorities could thus verify the existence of these powers of attorney in the register of the company. Once filed, the digital EU power of attorney should be deemed to be valid in its published form until an amendment or revocation has been published in the register. In order to overcome language barriers and facilitate their use, the template for an EU Company Certificate and a standard model of the digital EU power of attorney should be available on the E-justice portal in all Union languages.

Or. en

Amendment 12

Amendment 9

Proposal for a directive

(27) At the same time, in order to prevent fraud or forgery, it should be possible for the authorities of the Member State in which the company document or the information it contains, where they have a reasonable doubt as to its authenticity and accuracy, to verify the document or information via the issuing register or the register in its own Member State, which could exchange information about the authenticity of the document through the system of interconnection of registers. Such exchange of information should contribute to the mutual trust and cooperation between Member States within the single market.

Or. en

Amendment 13

Amendment 10

Proposal for a directive

(30) In order to help companies, and in particular SMEs, to expand their business activities cross-border more easily, the ‘once-only’ principle should be further developed in cases where companies register branches in another Member State. The information about the company registering the cross-border branch should be retrieved electronically from the register of the company by the register of the branch through the system of interconnection of registers. This exchange of information, as any other exchange of information between registers through the system of interconnection of registers, will be carried out via secure transmission between national registers, which ensures that the information can be trusted and should not be required to be certified or subject to any legalisation or similar formality.

(30) In order to help companies, and in particular SMEs, to expand their business activities cross-border more easily, the ‘once-only’ principle should be further developed in cases where companies register branches in another Member State. The information about the company registering the cross-border branch should be retrieved electronically from the register of the company by the register of the branch through the system of interconnection of registers.registers; however, it should be possible to use other means to exchange documents and information in parallel to the use of electronic means. This exchange of information, as any other exchange of information between registers through the system of interconnection of registers, will be carried out via secure transmission between national registers, which ensures that the information can be trusted and should not be required to be certified or subject to any legalisation or similar formality. Documents or information transmitted as part of electronic communication through the system of interconnection of registers should not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They should have the same legal effectvalue as that provided by the register of the Member State where the company in question is registered.

Or. en

Amendment 14

Amendment 11

Proposal for a directive

Recital 38

Text proposed by the Commission

Amendment

(38) The Commission should carry out an evaluation of this Directive. Pursuant to paragraph 22 of the Interinstitutional Agreement of 13 April 2016 on Better Law-Making, that evaluation should be based on the five criteria of efficiency, effectiveness, relevance, coherence and value added and should provide the basis for impact assessments of possible further measures. The evaluation should cover the practical experience with the EU Company Certificate, digital EU power of attorney and the reduced formalities in cross-border situations for companies. In addition, the Commission should assess the potential for cross-sector interoperability between the system of interconnection of registers (BRIS) and other systems providing mechanisms for cooperation between competent authorities, such as in the areas of taxation or social security or the Once-only Technical System established under Regulation (EU) 2018/1724 of the European Parliament and of the Council64 , with the aim of creating more connected public administrations cross-border in the single market65 . Finally, the Commission should also assess the need to introduce additional measures to fully address the needs of persons with disabilities when they access company information provided by the business registers.

(38) The Commission should carry out an evaluation of this Directive within five years of the end of its transposition period. Pursuant to paragraph 22 of the Interinstitutional Agreement of 13 April 2016 on Better Law-Making, that evaluation should be based on the five criteria of efficiency, effectiveness, relevance, coherence and value added and should provide the basis for impact assessments of possible further measures. The evaluation should cover the practical experience with the EU Company Certificate, digital EU power of attorney and the reduced formalities in cross-border situations for companies. In addition, the Commission should assess the potential for cross-sector interoperability between the system of interconnection of registers (BRIS) and other systems providing mechanisms for cooperation between competent authorities, such as in the areas of taxation or social security or the Once-only Technical System established under Regulation (EU) 2018/1724 of the European Parliament and of the Council64 , with the aim of creating more connected public administrations cross-border in the single market65 . Finally, the Commission should also assess the need to introduce additional measures to fully address the needs of persons with disabilities when they access company information provided by the business registers.

__________________

__________________

64 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information, to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 1).

64 Regulation (EU) 2018/1724 of the European Parliament and of the Council of 2 October 2018 establishing a single digital gateway to provide access to information, to procedures and to assistance and problem-solving services and amending Regulation (EU) No 1024/2012 (OJ L 295, 21.11.2018, p. 1).

65 See also Proposal for a Regulation of the European Parliament and of the Council laying down measures for a high level of public sector interoperability across the Union (Interoperable Europe Act) (COM(2022) 720 final), Communication on a strengthened public sector interoperability policy - Linking public services, supporting public policies and delivering public benefits - Towards an ‘Interoperable Europe’ (COM(2022)710 final)

65 See also Proposal for a Regulation of the European Parliament and of the Council laying down measures for a high level of public sector interoperability across the Union (Interoperable Europe Act) (COM(2022) 720 final), Communication on a strengthened public sector interoperability policy - Linking public services, supporting public policies and delivering public benefits - Towards an ‘Interoperable Europe’ (COM(2022)710 final)

Amendment 15

Proposal for a directive

Article 2 – paragraph 1 – point 5

1. Member States shall provide for preventive administrative or judicial control, at the time of the formation of a company, of the instrument of constitution, the company statutes and any amendments to those documents. Member States may provide that those documents shall be drawn up and certified in due legal form.

1. Member States shall provide for preventive administrative, judicial or notarial control, or any combination thereof, at the time of the formation of a company, of the instrument of constitution, the company statutes and any amendments to those documents. This is without prejudice to national laws that, in accordance with Member States’ legal systems, require that those documents are to be drawn up and certified in due legal form.

Or. en

Amendment 16

Amendment 12

Proposal for a directive

(c) the substantive legal requirements are met; and

Or. en

Amendment 17

Amendment 13

Proposal for a directive

deleted

Or. en

Amendment 18

Amendment 14

Proposal for a directive

Directive (EU) 2017/1132

Article 10 – paragraph 3

Text proposed by the Commission

Amendment

3. Member States may waive the obligation to perform the legality check under paragraph 2, points (b) and (c), of this Article where templates referred to in Article 13h are used by applicants.

3. Member States may waive the obligation to perform the legality check under paragraph 2, point (b), of this Article where templates referred to in Article 13h are used by applicants.

Amendment 19

Proposal for a directive

Article 2 – paragraph 1 – point 5

Directive (EU) 2017/1132

Article 10 – paragraph 4 – subpargraph 1

The rules laid down in Article 13(4), points (b) and (c), Article 13(5) and (7), and Article 13g(3), points (a), (d), (e), (f), shall apply mutatis mutandis to other forms of formation of the companies listed in Annexes II and IIB that are not fully online.

The rules laid down in Article 13c, Article 13g(3), points (a), (d), (e), (f), Article 13g(4), points (b) and (c), and Article 13g(5) and (7), shall apply mutatis mutandis to other forms of formation of the companies listed in Annexes II and IIB that are not fully online.

Or. en

Amendment 20

Amendment 15

Proposal for a directive

Directive (EU) 2017/1132

Article 13g – paragraph 2a – subparagraph 3a1

Text proposed by the Commission

Amendment

DocumentsMember States shall ensure that, where a company listed in Annex II or informationIIB transmittedforms asa partcompany ofin electronicanother communicationMember throughState, the systemregister of interconnectionthe ofMember registersState shallwhere notthe becompany deniedis legalbeing effectformed oris beto consideredretrieve, inadmissiblethrough solelythe onsystem theof groundinterconnection thatof theyregisters arereferred to in electronicArticle form.22, Theythe shalldocuments haveand information about the samefounder legalcompany effectrelevant asfor thatthe providedprocedure byof formation available in the register of the Member State where that company is registered, and the company inshall questionnot isbe registered.requested to provide that information or those documents. The register may also retrieve the EU Company Certificate under Article 16b.

Or. en

Member States shall ensure that, where a company listed in Annex II or IIB forms a company in another Member State, the register of the Member State where the company is being formed is to retrieve, through the system of interconnection of registers referred to in Article 22, the documents and information about the founder company relevant for the procedure of formation available in the register of the Member State where that company is registered, and the company shall not be requested to provide that information or those documents. The register may also retrieve the EU Company Certificate under Article 16b. The register may nevertheless use other means to retrieve the documents and information about the founder company, in parallel to using the system of interconnection of registers referred to in Article 22.

Amendment 1621

Proposal for a directive

Article 2 – paragraph 1 – point 12 – point a

Directive (EU) 2017/1132

Article 13g – paragraph 2a – subparagraph 3 a (new)

Text proposed by the Commission

Amendment

Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They shall have the same legal value as that provided by the register of the Member State where the company in question is registered.

Amendment 22

Proposal for a directive

Article 2 – paragraph 1 – point 15 – point b

Directive (EU) 2017/1132

Article 14 – paragraph 2 – point m a (new)

Text proposed by the Commission

Amendment

(ma) the object and the sectors of activity of the company, with the use of the Statistical Classification of Economic Activities in the European Community (NACE), where these codes are used according to applicable laws of a Member State;

Amendment 23

Proposal for a directive

Article 2 – paragraph 1 – point 16

(f) the total amount of the contributions of the partners;

(f) the total amount of the contributions of the partners and information about the partners with unlimited liability, indicating their liability status as unlimited, as well as information about the partners with limited liability, indicating the maximum possible extent of their liability;

Or. en

Amendment 24

Amendment 17

Proposal for a directive

(g) the instrument of constitution, and the statutes if they are contained in a separate instrument, if these documents are required by national law;

(g) the instrument of constitution, and the statutes if they are contained in a separate instrumentinstrument;

Or. en

Amendment 25

Amendment 18

Proposal for a directive

Directive (EU) 2017/1132

Article 14b – paragraph 1 – point d

Text proposed by the Commission

Amendment

(d) the name of the group, if different from the name of the ultimate parent company.

(d) the name of the group, if such a name exists and is different from the name of the ultimate parent company.

Amendment 26

Proposal for a directive

Article 2 – paragraph 1 – point 16

Directive (EU) 2017/1132

Article 14b – paragraph 6

6. The ultimate parent company or, where applicable, the intermediate parent company or the subsidiary company referred to in paragraph 2 shall at least once per year, and in any case no later than the date of the disclosure of the accounting documents and, if no such disclosure is required, by the end of the financial year, update the information required in paragraphs 1 to 3, where applicable, or confirm that no changes to the group structure have occurred.

6. The ultimate parent company or, where applicable, the intermediate parent company or the subsidiary company referred to in paragraph 2 shall once per year, and no later than the due date for the filing of the accounting documents and, if no such disclosure is required, by the end of the financial year, update the information required in paragraphs 1 to 3.3, where applicable.

Or. en

Amendment 27

Amendment 19

Proposal for a directive

8. In the case of changes to the information referred to in paragraph 5, each subsidiary company of the group governed by the law of a Member State, including any intermediate parent company, shall disclose such changes in the register where it is registered within a deadline of two weeks as from the date the changes were made.

8. In the case of changes to the information referred to in paragraph 5, each subsidiary company of the group governed by the law of a Member State, including any intermediate parent company, shall disclose such changes in the register where it is registered within a deadline of two weeks as from the date the changes were made, or from the date it was made aware of the changes.changes,

Or. en

Amendment 28

Amendment 20

Proposal for a directive

Article 2 – paragraph 1 – point 16

Directive (EU) 2017/1132

Article 14b – paragraph 11a (new)

Text proposed by the Commission

Amendment

11a. Member States may choose to disclose the information in accordance with this Article in a register referred to in Article 16.

Amendment 29

Proposal for a directive

Article 2 – paragraph 1 – point 16

Directive (EU) 2017/1132

Article 14b a (new)

Text proposed by the Commission

Amendment

Article 14b a

Documents and information to be disclosed by cooperatives

In Member States where information on cooperatives is included in company registers, the disclosure of the following information shall be compulsory:

(a) the name of the cooperative;

(b) the legal form of the cooperative;

(c) the registered office of the cooperative and the Member State where it is registered;

(d) any change of the registered office of the cooperative;

(e) the registration number of the cooperative;

(f) the instrument of constitution, and the statutes if they are contained in a separate instrument, if these documents are required by national law;

(g) any amendments to the instruments referred to in point (f), including any extension of the duration of the cooperative;

(h) after every amendment of the instrument of constitution or of the statutes, the complete text of the instrument or statutes as amended to date;

(i) the particulars of the persons who are authorised to represent the cooperative in dealings with third parties and information as to whether the partners authorised to represent the cooperative may do so alone or are required to act jointly;

(j) the winding-up of the cooperative;

(k) any declaration of nullity of the cooperative by the courts;

(l) the particulars of the liquidators and their respective powers, unless such powers are expressly and exclusively derived from law or from the statutes of the cooperative;

(m) any termination of a liquidation and, in Member States where striking off the register entails legal consequences, whether and when such striking off took place ;

(n) the place of central administration of the cooperative in case it is not in the Member State of the registered office;

(o) the principal place of business of the cooperative in case it is not in the Member State of the registered office.

Amendment 30

Proposal for a directive

Article 2 – paragraph 1 – point 17

(a) that companies listed in Annex II and IIB file any changes to the documents and information to the register, within a time period not exceeding 15 working days as from the date the changes were made. This time period shall not apply to changes to the information to be disclosed under Article 14b and accounting documents referred to in Article 14, point (f), and Article, 14a point (l);

(a) that any changes to the documents and information on companies listed in Annex II and IIB shall beare filed with the register within a time period not exceeding 15 working days as from the date the changes were made. This time period shall not apply to changes to the information to be disclosed under Article 14b and accounting documents referred to in Article 14, point (f), and Article, 14a point (l);

Or. en

Amendment 31

Amendment 21

Proposal for a directive

Directive (EU) 2017/1132

Article 15 – paragraph 2 – point b

Text proposed by the Commission

Amendment

(b) that any changes in the documents and information regarding companies listed in Annexes II and IIB are entered in the register and are disclosed, in accordance with Article 16(3), within 5 working days from the date of the completion of all formalities required for the filing, including the receipt of all documents and information, which comply with national law;

(b) that any changes in the documents and information regarding companies listed in Annexes II and IIB are entered in the register and are disclosed, in accordance with Article 16(3), within 5 working days from the date of the completion of all formalities required for the filing, including the receipt of all documents and information, which comply with national law. Exceptionally, where necessary due to the complexity of the checks to be conducted in accordance with Article 10, that deadline may be extended by 10 working days;

Amendment 32

Proposal for a directive

Article 2 – paragraph 1 – point 17

Directive (EU) 2017/1132

Article 15 – paragraph 2 – point c

deleted

Or. en

Amendment 33

Amendment 22

Proposal for a directive

Directive (EU) 2017/1132

Article 16b – paragraph 1 – subparagraph 1

Text proposed by the Commission

Amendment

1. Member States shall ensure that the registers referred to in Article 16 issue the EU Company Certificate about companies listed in Annexes II and IIB. The EU Company Certificate shall be accepted in all Member States as conclusive evidence of the incorporation of the company and of the information listed in paragraphs 2 and 3 of this Article, respectively, which is held by the register where the company is registered at the time of the issuance.

1. Member States shall ensure that the registers referred to in Article 16 issue the EU Company Certificate about companies listed in Annexes II and IIB. The EU Company Certificate shall be accepted in all Member States as sufficient evidence of the incorporation of the company and of the information listed in paragraphs 2 and 3 of this Article, respectively, which is held by the register where the company is registered at the time of the issuance.

Or. en

Amendment 34

Amendment 23

Proposal for a directive

Directive (EU) 2017/1132

Article 16b – paragraph 1 – subparagraph 21 a (new)

Text proposed by the Commission

Amendment

AWhere a Member StateState, maybased decideon toobjective onlycriteria recognisesuch registeras datathe fromcompleteness Memberof Statesthe legality check referred to in Article 10(2), has reasonable doubts as evidenceto wherewhether the registerdocuments dataand information stored in the register of thoseanother Member States areState subjecthave toundergone a preventive control in accordance with Article 10 which is functionally equivalent levelto ofthat preventivegenerally scrutinyensured beforeby theyMember areStates enteredin intoline with the registerprinciple of the Membermutual Statetrust, concerned,that takingMember intoState accountshall objectiverequest criteriaan suchassessment asof the reliability of identity andthat legalitypreventive checks.control Memberby Statesthe shallCommission. notifyWhere the Commission ofconfirms anythat registerssuch whosepreventive datacontrol shallis not befunctionally recognisedequivalent, asthat evidence.Member TheState Commissionor shallother publishMember theStates listmay ofdecide registersnot onto accept the portaldocuments and information concerned as evidence in allthat officialand languagesother Member States until the equivalence of the Union.preventive control mechanism is re-established in accordance with the Commission’s assessment.

Or. en

Amendment 35

Amendment 24

Proposal for a directive

(f) the postal or contact address of the company;

(f) the postal orand contact address of the company, where such details are recorded in the national register;

Or. en

Amendment 36

Amendment 25

Proposal for a directive

(g) details of the company website and the electronic address of the company, where such details are recorded in the national register;

Or. en

Amendment 37

Amendment 26

Proposal for a directive

Directive (EU) 2017/1132

Article 16b -– paragraph 2 -– point j

Text proposed by the Commission

(j) the status of the company;

(j) the status of the company, such as when it is closed, struck off the register, wound up, dissolved, undergoing insolvency proceedings, economically active or inactive as defined in national law and where such details are recorded in the national register;

Or. en

Amendment 38

Amendment 27

Proposal for a directive

Directive (EU) 2017/1132

Article 16b – paragraph 52 – subparagrphpoint 2l

Text proposed by the Commission

Amendment

(l) the object of the company;

(l) the object and the sectors of activity of the company, with the use of the Statistical Classification of Economic Activities in the European Community (NACE), where these codes are used pursuant to applicable national law;

Amendment 39

Proposal for a directive

Article 2 – paragraph 1 – point 21

Directive (EU) 2017/1132

Article 16b – paragraph 2 – point n

Text proposed by the Commission

Amendment

(n) details of the company website where such details are recorded in the national register.

deleted

Amendment 40

Proposal for a directive

Article 2 – paragraph 1 – point 21

Directive (EU) 2017/1132

Article 16b – paragraph 5 – subparagraph 2

Text proposed by the Commission

Amendment

Member States shall ensure that each company listed in Annexes II and IIB may obtain its EU Company Certificate in electronic format free of charge at least once per calendar year.

Member States shall ensure that each company listed in Annexes II and IIBIIB, as well as third parties, including authorities,parties which need reliable essential information about companies, may obtain its EU Company Certificate in electronic format free of charge.

Or. en

Amendment 41

Amendment 28

Proposal for a directive

Member States shall ensure that, in order to carry out procedures in another Member State within the scope of this Directive, companies listed in Annexes II and IIB may use a standard model of the digital EU power of attorney in accordance with this Article to authorise a person to represent the company.

Or. en

Amendment 42

Amendment 29

Proposal for a directive

The digital EU power of attorney shall be drawn up and revoked in accordance with national legal and formal requirements. The national requirements for drawing up the digital EU power of attorney shall at least include the verification of the identity, legal capacity and authority to represent the company of the person granting the power of attorney.

The digital EU power of attorney shall be drawn up and revoked in accordance with national legal and formal requirements. The national requirements for drawing up the digital EU power of attorney shall at least include the verification of the identity, legal capacity and authority to represent the company of the person granting the power of attorney.attorney by courts, administrative authorities or notaries, in accordance with national law. In addition, the digital EU power of attorney shall be signed by the person granting the EU power of attorney using qualified electronic signatures. In cases where the digital EU power of attorney is certified or authenticated, the certifying or authenticating authority shall use a qualified electronic signature or seal, including its specific attributes in accordance with Regulation (EU) No 910/2014.

Or. en

Amendment 43

Amendment 30

Proposal for a directive

Directive (EU) 2017/1132

Article 16c – paragraph1 – subparagraph 3

Text proposed by the Commission

Amendment

Member States shall ensure that the digital EU power of attorney is authenticated by means of trust services referred to in Regulation (EU) No 910/2014, and compatible with the European Digital Identity Wallet referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council amending Regulation (EU) No 910/2014 as regards establishing a framework for a European Digital Identity].

Member States shall ensure that the digital EU power of attorney is authenticated in accordance with the assurance level ‘high’ by means of trust services referred to in Regulation (EU) No 910/2014, and compatible with the European Digital Identity Wallet referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council amending Regulation (EU) No 910/2014 as regards establishing a framework for a European Digital Identity].

Amendment 44

Proposal for a directive

Article 2 – paragraph 1 – point 21

Directive (EU) 2017/1132

Article 16c – paragraph 1 – subparagraph 3 a (new)

Member States shall ensure that any amendment and any revocation of the digital EU power of attorney is disclosed in the file referred to in Article 16(1) and in accordance with Article 16(2) and (3).

Or. en

Amendment 45

Amendment 31

Proposal for a directive

Article 2 – paragraph 1 – point 21

Directiv(EU)Directive (EU) 2017/1132

Article 16c – paragraph 2

Text proposed by the Commission

Amendment

2. The digital EU power of attorney shall be accepted as evidence of the authorised person’s entitlement to represent the company as specified in the document.

2. The digital EU power of attorney disclosed in accordance with paragraph 1 shall be accepted as evidence of the authorised person’s entitlement to represent the company as specified in the document and as disclosed in the file referred to in Article 16(1).

Amendment 46

Proposal for a directive

Article 2 – paragraph 1 – point 21

Directive (EU) 2017/1132

Article 16c – pararagrph 3

3. Member States shall ensure that the companies referred to in paragraph 1 file the digital EU power of attorney, any amendment to it, and any revocation, with the register where the company is registered, within a maximum of five working days. That register shall thoroughly and comprehensively check the authenticity of the digital EU power of attorney by technical means in accordance with Regulation (EU) No 910/2014.

Or. en

Amendment 47

Amendment 32

Proposal for a directive

Directive (EU) 2017/1132

Article 16c – paragraph 4

Text proposed by the Commission

Unchanged text included in the compromise

4. Competent authorities, registers referred to in Article 16, or any other third party who can demonstrate legitimate interest, shall have access to the digital EU power of attorney in the register of the company.

4. Competent authorities, registers referred to in Article 16, or any other third party who can demonstrate legitimate interest, shall have access to the digital EU power of attorney in the register of the company. Any charge for accessing such document shall be proportionate to the actual cost for the register.

Amendment 48

Proposal for a directive

Article 2 – paragraph 1 – point 21

Directive (EU) 2017/1132

Article 16c – paragraph 5

(v) cross-border mergers and divisions.

Or. en

Amendment 49

Amendment 33

Proposal for a directive

4. If the authenticity of the copies and extracts of documents and information is not confirmed, the requesting authority may decide not to accept them.

4. The requesting authority may decide not to accept the copies and extracts of documents and information only if their authenticity and accuracy is not confirmed by the register from which it requests information pursuant to paragraph 2. In such case, they shall notify those who submitted such documents and information of that decision within 5 working days of receiving the reply from the contact points.

Or. en

Amendment 50

Amendment 34

Proposal for a directive

Article 2 – paragraph 1 – point 23 a (new)

Directive (EU) 2017/1132

Article 19 – paragraph 2 – point f a (new)

Text proposed by the Commission

Amendment

(23a) In Article 19, paragraph 2, the following point is inserted:

(fa) the number of employees of the company, where this information is available in the company's financial statements as required by national law;

Amendment 51

Proposal for a directive

Article 2 – paragraph 1 – point 29

Directive (EU) 2017/1132

Article 28 – paragraph 1 – introductory part

Text proposed by the Commission

Amendment

Member States shall provide for effective, proportionate and dissuasive penalties at least in the case of:

Member States shall provide for effective, proportionate and dissuasive penalties, including pecuniary penalties, at least in the case of:

Amendment 52

Proposal for a directive

Article 2 – paragraph 1 – point 29

Directive (EU) 2017/1132

Article 28 – paragraph 2

Text proposed by the Commission

Amendment

Member States shall take all the measures necessary to ensure that those penalties are enforced.;

Member States shall take all the measures necessary to ensure that those penalties are enforced. In determining their nature and appropriate level, due account shall be taken of the seriousness and duration of the infringement, of any previous infringements and of the company's turnover;

Amendment 53

Proposal for a directive

Article 2 – paragraph 1 – point 30

Directive (EU) 2017/1132

Article 28a – paragraph 4 – point c

Text proposed by the Commission

Amendment

(c) verify the legality of the documents and information submitted for the registration of the branch, save the documents and information retrieved from the register of the company in accordance with paragraph 5;

(c) verify the legality of the documents and information submitted for the registration of the branch, save the documents and information retrieved from the register of the company in accordance with paragraph 5a;

Amendment 54

Proposal for a directive

Article 2 – paragraph 1 – point 32

Member States shall ensure that where a company listed in Annexes II or IIB registers a branch in another Member State, the register where the branch is being registered shall retrieve through the system of interconnection of registers the documents and information about the company relevant for the procedure of registration available in the register of the Member State where that company is registered, and the company shall not be requested to provide those. The register may also retrieve the EU Company Certificate under Article 16b. Member States shall also apply this paragraph to any other forms of registration of branches than fully online.

Member States shall ensure that where a company listed in Annexes II or IIB registers a branch in another Member State, the register where the branch is being registered shall retrieve through the system of interconnection of registers the documents and information about the company relevant for the procedure of registration available in the register of the Member State where that company is registered, and the company shall not be requested to provide those. The register may also retrieve the EU Company Certificate under Article 16b. Member States shall also apply this paragraph to any other forms of registration of branches than fully online. Member States may nevertheless also use other means of communication, in parallel to using the system of interconnection of registers. Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They shall have the same legal effectvalue as that provided by the register of the Member State where the company in question is registered.

Or. en

Amendment 55

Proposal for a directive

Article 2 – paragraph 1 – point 36

Directive (EU) 2017/1132

Article 40 – subparagraph 1

Text proposed by the Commission

Amendment

Member States shall provide for effective, proportionate and dissuasive penalties in the event of failure to disclose the matters set out in Articles 29, 30, 31, 36, 37 and 38 and of omission from letters and order forms of the compulsory information provided for in Articles 35 and 39.

Member States shall provide for effective, proportionate and dissuasive penalties, including pecuniary penalties, in the event of failure to disclose the matters set out in Articles 29, 30, 31, 36, 37 and 38 and of omission from letters and order forms of the compulsory information provided for in Articles 35 and 39.

Amendment 56

Proposal for a directive

Article 2 – paragraph 1 – point 36

Directive (EU) 2017/1132

Article 40 – subparagraph 2

Text proposed by the Commission

Amendment

Member States shall take all the measures necessary to ensure that those penalties are enforced.

Member States shall take all the measures necessary to ensure that those penalties are enforced. In determining their nature and appropriate level, due account shall be taken of the seriousness and duration of the infringement, of any previous infringements and of the company's turnover.

Amendment 57

Proposal for a directive

Article 4 – paragraph 3 – point b a (new)

Text proposed by the Commission

Amendment

(ba) factors that promote or dissuade the use of digital tools and processes in company law

EXPLANATORY STATEMENT

The Rapporteur believes that the EU power of attorney should be signed using qualified electronic signatures or in case the digital EU power of attorney is certified or authenticated, the certifying or authenticating authority should use qualified electronic signatures or seals. Once filed, the digital EU power of attorney should be deemed to be valid in its published in the register form. Any amendment or revocation of the EU power of attorney has to be published in the register.

ANNEX: LIST OF ENTITIES OR PERSONS FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

Pursuant to Article 8 of Annex I to the Rules of Procedure, the rapporteur declares that he has received input from the following entities or persons in the preparation of the report, until the adoption thereof in committee:

Entity and/or person

European Comission – DG JUST

Council of Notaries of the European Union (CNUE)

Bundesnotarkammer K.d.ö.R

Council of Bars and Law Societies of Europe (CCBE)

EuropeanIssuers

Conseil National des Greffiers des Tribunaux de Commerce (CNGTC)

The list above is drawn up under the exclusive responsibility of the rapporteur.

PROCEDURE – COMMITTEE RESPONSIBLE

Title

Amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law

References

COM(2023)0177 – C9-0121/2023 – 2023/0089(COD)

Date submitted to Parliament

30.3.2023

Committee responsible

Date announced in plenary

JURI

17.4.2023

Committees asked for opinions

Date announced in plenary

IMCO

17.4.2023

Not delivering opinions

Date of decision

IMCO

25.4.2023

Rapporteurs

Date appointed

Emil Radev

5.5.2023

Discussed in committee

27.6.2023

7.9.2023

24.10.2023

Date adopted

29.11.2023

Result of final vote

+:

–:

0:

22

0

0

Members present for the final vote

Pascal Arimont, Geoffroy Didier, Ibán García Del Blanco, Virginie Joron, Pierre Karleskind, Sergey Lagodinsky, Gilles Lebreton, Karen Melchior, Sabrina Pignedoli, Jiří Pospíšil, Raffaele Stancanelli, Adrián Vázquez Lázara, Axel Voss, Marion Walsmann, Tiemo Wölken, Javier Zarzalejos

Substitutes present for the final vote

Daniel Buda, Pascal Durand, Heidi Hautala

Substitutes under Rule 209(7) present for the final vote

Sylvie Guillaume, Pedro Marques, Anne-Sophie Pelletier

Date tabled

5.12.2023

FINAL VOTE BY ROLL CALL IN COMMITTEE RESPONSIBLE

Key to symbols: