1132 as regards further expanding and upgrading the use of digital tools and processes in company law - Main contents

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dossier	COM(2023)177 - Amendment of Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools ...
document	COM(2023)177
date	March 29, 2023

‘Article 1

Amendments to Directive 2009/102/EC

Article 3 of Directive 2009/102/EC is replaced by the following:

Article 3

Where a company becomes a single-member company because all its shares come to be held by a single person, that fact, together with the identity of the sole member, must be recorded in the file or entered in the register as referred to in Article 3(1) and (2) of Directive 68/151/EEC, and made publicly available through the system of interconnection of registers referred to in Article 16(1) of Directive (EU) 2017/1132.

Article 18 and Article 19(1) of Directive (EU) 2017/1132 shall apply mutatis mutandis.’;

Article 2

Amendments to Directive (EU) 2017/1132

Directive (EU) 2017/1132 is amended as follows:

(1) The title of Title I is replaced by the following:

‘GENERAL PROVISIONS AND THE ESTABLISHMENT AND FUNCTIONING OF COMPANIES’;

(2) Article 1 is amended as follows:

(a) the following indent is inserted after the second indent:

‘- common set of rules on preventive control of company information,’;

(b) the following indent is inserted after the third indent:

‘- disclosure requirements in respect of partnerships,’;

(3) in Title I, Chapter II, Section 2, the title is replaced by the following:

‘Nullity of the company and validity of its obligations’;

(4) in Article 7, paragraph 1 is replaced by the following:

‘1. The coordination measures prescribed by this Section shall apply to the laws, regulations and administrative provisions of the Member States relating to the types of companies listed in Annex II and, where specified, to the types of companies listed in Annex IIB.’;

(5) Article 10 is replaced by the following:

‘Article 10

Preventive control

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.

2. Member States shall ensure that their laws for the formation of companies listed in Annexes II and IIB lay down a procedure for the legality check of a company’s instrument of constitution, and for its statutes if they are contained in a separate instrument. Member States shall ensure that such check is also carried out in case of any amendment of those documents.

Through the legality check, it shall be ascertained at least that:

(a) the formal requirements for the instrument of constitution, and for the statutes if they are contained in a separate instrument, are fulfilled and that the correct use of templates referred to in Article 13h is verified;

(b) the mandatory minimum content is included;

(c) there are no evident substantive legal irregularities; and

(d) the contribution, whether payment in cash or contribution in kind, has been paid, in accordance with national law.

Where, for the formation of companies listed in Annex IIB, national law does not require the drawing up of instruments of constitution and statutes, the procedure for the legality check shall include the formal and substantive control of the documents required under national law for the formation of such companies.

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.

4. 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.

Member States shall ensure that rules are laid down to verify the identity of applicants in case of such other forms of formation of companies.

5. Paragraphs 1, 2 and 3 shall apply to fully online as well as other procedures.’

(6) in Title I, Chapter III, the title is replaced by the following:

‘Online and other procedures (formation, registration and filing), disclosure and registers’;

(7) Article 13 is replaced by the following:

‘Article 13

Scope

The coordination measures prescribed by this Section and by Section 1A shall apply to the laws, regulations and administrative provisions of the Member States relating to the types of companies listed in Annex II and, where specified, to the types of companies listed in Annexes I, IIA and IIB.’;

(8) in Article 13a, the following points are added:

‘(7) ‘group’ means a parent company and all its subsidiary companies;

(8) ‘subsidiary company’ means a company controlled by a parent company;

(9) ‘ultimate parent company’ means a parent company which controls, either directly or indirectly in accordance with the criteria set out in Article 22(1) to (5) of Directive 2013/34/EU of the European Parliament and of the Council*, one or more subsidiary companies and is not controlled by another company;

(10) ‘intermediate parent company’ means a parent company governed by the law of a Member State which is not controlled by another company governed by the law of a Member State;

(11) ‘legalisation’ means the formality for certifying the authenticity of a public office holder’s signature, the capacity in which the person signing the document has acted and, where appropriate, the identity of the seal or stamp which it bears;

(12) ‘similar formality’ means the addition of the certificate provided for by the Apostille Convention.

________________________

* 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).’;

(9) Article 13b is amended as follows:

(a) in paragraph 1, point (b) is replaced by the following:

‘(b) an electronic identification means issued in another Member State in accordance with Regulation (EU) No 910/2014.’;

(b) paragraph 2 is replaced by the following:

‘2. Member States may refuse to recognise electronic identification means where the assurance levels of those electronic identification means do not comply with the conditions set out in Regulation (EU) No 910/2014.’;

(10) Article 13c is amended as follows:

(a) in paragraph 2, the following subparagraph is added:

‘This is without prejudice to the rules on preventive controls as referred to in Article 10.’;

(b) in paragraph 3, the following subparagraph is added:

‘This paragraph shall be applied without prejudice to Articles 16b, 16c, 16d and 16f.’;

(11) in Article 13f, the following paragraphs are added:

‘Member States shall ensure that information referred to in the first paragraph, points (a), (c) and (d), includes information also in relation to companies listed in Annex IIB.

Member States shall ensure that the requirements specified in the first paragraph of this Article also cover the rules referred to in Article 15 on filing deadlines and on keeping the information in registers up to date.’;

(12) Article 13g is amended as follows:

(a) the following paragraph 2a is inserted:

‘2a. 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.

Where any authority or person or body is mandated under national law to deal with any aspect of the formation of a company, and the documents and information referred to in the first subparagraph are needed for the performance of such tasks, the register of the Member State where the company is being formed shall provide the documents and the information retrieved to that authority, person or body.

Member States shall apply this paragraph to any other forms of formation of companies than fully online.’;

(b) paragraph 3 is amended as follows:

(i) point (d) is replaced by the following:

‘(d) the procedures to verify the legality of the object of the company;’;

(ii) point (e) is replaced by the following

‘(e) the procedures to verify the legality of the name of the company;’;

(c) in paragraph 4, point (a) is deleted;

(13) in Article 13h(2), first subparagraph, the second sentence is deleted;

(14) Article 13j is amended as follows:

(a) in paragraph 1, the first sentence is replaced by the following:

‘Member States shall ensure that documents and information, including any modification thereof, can be filed online with the register where the company is registered.’;

(b) paragraph 4 is replaced by the following:

‘4. Articles 10(1) and (2) and 13g(2), (3), (4) and (5) shall apply mutatis mutandis to the online filing of documents and information.’;

(c) the following paragraph is added:

‘6. Article 10(1) and (2) and Article 13g(2), (3), (4) and (5) shall apply mutatis mutandis to any other form of filing of documents and information than fully online by companies listed in Annexes II and IIB.’;

(15) Article 14 is amended as follows:

(a) the Title of Article 14 is replaced by the following:

‘Article 14

Documents and information to be disclosed by limited liability companies’;

(b) the following points are added:

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

(m) the principal place of business in case it is not in the Member State of the registered office.’;

(16) the following Articles are inserted:

‘Article 14a

Documents and information to be disclosed by partnerships

Member States shall ensure compulsory disclosure by the types of companies listed in Annex IIB of at least the following documents and information:

(a) the name of the partnership;

(b) the legal form of the partnership;

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

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

(e) the registration number of the partnership;

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

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

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

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

(j) the particulars of the partners who are authorised to represent the partnership in dealings with third parties and in legal proceedings, and information as to whether the partners authorised to represent the partnership may do so alone or are required to act jointly;

(k) where different from point (j), the particulars of the general partners and, in case of limited partnerships, particulars of the limited partners;

(l) the accounting documents for each financial year which are required to be published in accordance with Council Directives 86/635/EEC* and 91/674/EEC** and Directive 2013/34/EU;

(m) the winding-up of the partnership;

(n) any declaration of nullity of the partnership by the courts;

(o) 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 partnership;

(p) any termination of a liquidation and, in Member States where striking off the register entails legal consequences, the fact of any such striking off;

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

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

Article 14 - b Information on groups of companies

1. Member States shall ensure that the ultimate parent company governed by the law of a Member State discloses in the register where it is registered at least the following information about its group:

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

(b) the Member State or third country where each subsidiary company is registered and its registration number;

(c) the EUID of each subsidiary company governed by the law of a Member State;

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

(e) the position of each subsidiary company in the group structure determined on the basis of control.

2. Where the ultimate parent company is governed by the law of a third country, the intermediate parent company shall disclose the information referred to in paragraph 1. If there is more than one intermediate parent company, only one of them shall disclose that information. The intermediate parent company shall also disclose the name of the ultimate parent company and the third country where the ultimate parent company is registered.

Where no intermediate parent company is governed by the law of a Member State, the subsidiary company governed by the law of a Member State shall disclose the information referred to in paragraph 1. If there is more than one subsidiary company, only one of them shall disclose the information referred to in paragraph 1. The subsidiary company shall also disclose the name of the ultimate parent company and the third country where the ultimate parent company is registered.

3. Member States may provide that the ultimate parent company governed by the law of a Member State or, where applicable, the intermediate parent company or the subsidiary company referred to in paragraph 2, discloses to the register where it is registered the proportion of the capital held between the ultimate parent and all the subsidiary companies of the group.

4. The register of the ultimate parent company governed by the law of a Member State or, where applicable, of the intermediate parent company or of the subsidiary company referred to in paragraph 2, shall make publicly available the information provided in accordance with paragraphs 1 to 3, including the date when this information was disclosed, or when it was updated or confirmed in accordance with paragraph 6.

5. Member States shall ensure that where the ultimate parent company governed by the law of a Member State or, where applicable, the intermediate parent company referred to in paragraph 2, is registered in a different Member State than any of the subsidiary companies, the register of the ultimate parent company or, where applicable, of the intermediate parent company, shares the following information with the register of each subsidiary company registered in a different Member State through the system of interconnection of registers:

(a) the name of the ultimate parent company, its EUID and, if different from the name of the ultimate parent company, the name of the group; or

(b) where the ultimate parent company is governed by the law of a third country, the name of the intermediate parent company referred to in paragraph 2, its EUID, the name of the ultimate parent company and the third country where it is registered and, if different from the name of the ultimate parent company, the name of the group.

Where there is no intermediate parent company and the subsidiary company referred to in paragraph 2 is registered in a different Member State than other subsidiary companies, the register of that subsidiary company shall share the name of the subsidiary company, its EUID, the name of the ultimate parent company and the third country where it is registered and, if different from the name of the ultimate parent company, the name of the group with the register of each other subsidiary company registered in another Member State through the system of interconnection of registers.

Member States may apply this paragraph also in situations where the ultimate or, where applicable, the intermediate parent company and the subsidiary companies are registered in the same Member State.

The register of each subsidiary company shall make that information publicly available.

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.

7. Member States shall ensure that the ultimate parent company governed by the law of a Member State or, where applicable, the intermediate parent company or the subsidiary company referred to in paragraph 2, shares the information referred to in paragraph 5 with all subsidiary companies governed by the law of a Member State before the disclosure referred to in paragraph 1 or 2.

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.

9. Member States shall ensure that the information referred to in paragraphs 1 to 3, 5, 6 and 8, where applicable, shall be publicly available free of charge through the system of interconnection of registers.

10. The system of interconnection of registers shall provide on the portal a visualisation of the structure of the group based on the information referred to in paragraphs 1 or 2, and in paragraphs 3, 6 and 8 and transmitted through the system in accordance with this Article by the registers .

11. This Article does not apply when the group includes only two companies of which the subsidiary company is within the scope of Directive 2009/102/EC.

* Council Directive 86/635/EEC of 8 December 1986 on the annual accounts and consolidated accounts of banks and other financial institutions (OJ L 372, 31.12.1986, p. 1).

** Council Directive 91/674/EEC of 19 December 1991 on the annual accounts and consolidated accounts of insurance undertakings (OJ L 374, 31.12.1991, p. 7)’;

_____

(17) Article 15 is replaced by the following:

‘Article 15

Up to date registers

1. Member States shall have in place procedures to ensure that the information about companies listed in Annexes II and IIB stored in the registers referred to in Article 16 is kept up to date.

2. These procedures shall provide at least the following:

(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);

(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;

(c) that companies listed in Annexes II and IIB confirm once every calendar year that the information about the company in the register is up to date and that the registers make publicly available the date when the company provided that confirmation or updated the information;

(d) that in order to verify specific company information, registers may consult other relevant authorities or registers within the procedural framework laid down in national law.

3. Member States shall have in place procedures to verify, where doubts exist, whether companies registered in the registers as referred to in Article 16 fulfil the requirements to continue to be registered. The rules governing these procedures shall include the possibility for the company to correct the relevant information within a reasonable time period, shall ensure that the status of the companies is updated in the register accordingly and where justified include a possibility that companies are struck off from the register in line with national law.’;

(18) in Article 16, paragraph 1 is replaced by the following:

‘1. In each Member State, a file shall be opened in a central, commercial or companies register (‘the register’), for each of the companies listed in Annexes II and IIB registered therein.

Member States shall ensure that companies listed in Annexes II and IIB have an EUID, referred to in point (9) of the Annex to Commission Implementing Regulation (EU) 2021/1042*, allowing them to be unequivocally identified in communications between registers through the system of interconnection of registers established in accordance with Article 22 (‘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.’;

____________

* Commission Implementing Regulation (EU) 2021/1042 of 18 June 2021 laying down rules for the application of Directive (EU) 2017/1132 of the European Parliament and of the Council as regards technical specifications and procedures for the system of interconnection of registers and repealing Commission Implementing Regulation (EU) 2020/2244 (OJ L 225, 25.6.2021, p 7.

(19) in Article 16, the following paragraph is added:

‘7. Paragraphs 2, 3, 4, 5 and 6 of this Article shall apply to all documents and information referred to in Article 14a. Paragraph 2 of this Article shall apply to information referred to in Article 14b.’;

(20) In Article 16a, the following paragraphs are added:

‘5. Member States shall ensure that electronic copies and extracts of the documents and information provided by the register are 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].

6. This Article shall apply mutatis mutandis to copies of all or any part of the documents and information referred to in Articles 14a and 14b.’;

(21) the following Articles are inserted:

‘Article 16b

EU Company Certificate

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.

2. The EU Company Certificate for the limited liability companies listed in Annex II shall include the following information, including the date when the information in the EU Company Certificate was last updated in accordance with Article 15(2):

(a) the name of the company;

(b) the legal form of the company;

(c) the registration number of the company and the Member State where the company is registered;

(d) the EUID of the company;

(e) the registered office of the company;

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

(g) the electronic address of the company;

(h) the date of registration of the company;

(i) the amount of the capital subscribed;

(j) the status of the company;

(k) the particulars of any persons who either as a body or as members of any such body are authorised by the company to represent it with respect to third parties and in legal proceedings and whether those persons may do so alone or are required to act jointly;

(l) the object of the company;

(m) the duration of the company;

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

3. The EU Company Certificate for partnerships listed in Annex IIB shall include the information referred to in paragraph 2, points (a), (b), (c), (d), (e), (f), (g), (h), (j) (k), (l), (m) and (n), of this Article, including the date when the information in the EU Company Certificate was last updated in accordance with Article 15(2).

The following information shall also be included:

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

(b) the particulars of the general partners and, in case of limited partnerships, particulars about limited partners;

(c) the particulars of the partners who are authorised to represent the partnership with third parties and in legal proceedings.

4. Member States shall ensure that the EU Company Certificate may be obtained from the register referred to in Article 16 upon application submitted to the register by paper or electronic means.

Member States shall ensure that the electronic version of the EU Company Certificate may also be obtained through the system of interconnection of registers.

5. The price for obtaining the EU Company Certificate, whether by paper or electronic means, shall not exceed the administrative costs thereof, including the costs of development and maintenance of registers.

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.

6. Member States shall ensure that the EU Company Certificate provided by the register in electronic format be authenticated by means of trust services referred to in Regulation (EU) No 910/2014, in order to guarantee that it has been provided by the register and that its content is a true copy of the information held by the register or that it is consistent with the information contained therein. It shall also be 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].

7. Member States shall ensure that the EU Company Certificate provided by the register in paper format is to include the date of issuance, as well as the seal or stamp of the register in order to certify that its content is a true copy of the information held by the register or that it is consistent with the information contained therein. The EU Company Certificate shall also bear a technical feature that allows the electronic verification of the origin and authenticity of the document such as a unique protocol or identification number.

8. The Commission shall publish the template for the EU Company Certificate on the portal in all official languages of the Union.

Article 16 - c Digital EU power of attorney

1. Member States shall ensure that, in order to carry out procedures in another Member State in the context 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.

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.

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].

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.

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.

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.

5. The Commission shall publish the standard model of the digital EU power of attorney on the portal in all official languages of the Union.

Article 16 - d Exemption from legalisation and similar formality

1. Where copies and extracts of documents and information provided and certified as true copies by a register referred to in Article 16, including certified translations, are to be presented in another Member State, Member States shall ensure that they are exempted from all forms of legalisation and similar formality.

This paragraph applies to electronic copies and extracts of documents and information, including certified translations, where they have been authenticated in accordance with Article 16a(4), and to paper-based ones where they include their date of issuance as well as the seal or stamp of the register and bear a technical feature that allows the electronic verification of the origin and authenticity of the document such as a unique protocol or identification number.

2. Member States shall ensure that the EU Company Certificate issued in accordance with Article 16b, the digital EU power of attorney referred to in Article 16c and the pre-operation certificates transmitted in accordance with Articles 86n, 127a and 160n are exempted from legalisation or any similar formality.

3. Where notarial acts, administrative documents, their certified copies and translations issued in a Member State in the context of the procedures of this Directive are to be presented in another Member State, Member States shall ensure that they are exempted from all forms of legalisation and similar formality.

This paragraph applies to electronic notarial acts, administrative documents, their certified copies and translations where they have been authenticated by means of trust services referred to in Regulation (EU) No 910/2014, and to paper-based ones where they bear a technical feature allowing for electronic verification of the origin and authenticity of the document such as a unique protocol or identification number.

Article 16 - e Safeguards in case of reasonable doubt

1. Where the authorities in another Member State to which the copies and extracts of documents and information provided and certified as true copies by a register in accordance with Article 16d(1), or the EU Company Certificate issued in accordance with Article 16b, are presented have a reasonable doubt as to the origin and authenticity, including the identity of the seal or stamp, or have reason to consider that the document has been forged or tampered with, they may submit a request for information to the contact point:

(a) in the register that provided these copies and extracts of documents and information, or

(b) in the register of the Member State of the authority in which the copies and extracts of documents and information were presented. That register shall verify through the system of interconnection of registers the authenticity of these copies and extracts of documents and information with the register that provided them.

Member States shall notify to the Commission the relevant contact point in their register referred to in Article 16.

2. Requests for information referred to in paragraph 1 shall present the reasons for which the authority doubts the authenticity of the document, including at least the failure to be able to authenticate the extract through electronic verification methods. Every request shall be accompanied by the copy or extract of the document and information concerned transmitted electronically.

A register shall reject, without examination, requests which do not comply with the requirements set out in this paragraph and shall inform the authority that submitted the request of the rejection.

3. The contact points shall reply to requests for information made under paragraph 1 within a period not exceeding 5 working days.

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.

Article 16 - f Exemption of translation

1. Member States shall ensure that for copies or extracts of documents and information provided by the registers referred to in Article 16 and that are used in cross-border situations, including in the situations referred to in Article 13g(2a) and Article 28a(5), a translation is not to be required:

(a) where the document or information is in the official language of the Member State where the document or information is presented, or in one of the official languages if that Member State has several official languages, or in any other language which that Member State expressly accepts;

(b) where the information is accessible through the system of interconnection of registers and identifiable through explanatory labels referred to in Article 18;

(c) where the specific information is included in the EU Company Certificate referred to in Article 16b.

2. Without prejudice to paragraph 1, Member States shall ensure, that where the instruments of constitution and the statutes if they are contained in a separate instrument, and other documents provided by the registers referred to in Article 16, are to be presented in another Member State, a certified translation is only to be required when this is justified by the purpose for which the document shall be used, such as to meet a mandatory public disclosure requirement or to be presented in judicial proceedings, and is strictly necessary.’;

(22) in Article 17, the following paragraph is added:

‘4. This Article shall also apply to the information on partnerships referred to in Article 14a.’;

(23) Article 18 is replaced by the following:

‘Article 18

Availability of electronic copies of documents and information

1. Electronic copies of the documents and information referred to in Articles 14, 14a, and 14b shall also be made publicly available through the system of interconnection of registers. Member States may also make available documents and information referred to in Articles 14, 14a and 14b for types of companies other than those listed in Annexes II and IIB.

Article 16a(3), (4) and (5) shall apply mutatis mutandis also to electronic copies of the documents and information made publicly available through the system of interconnection of registers.

2. Member States shall ensure that the documents and information referred to in Articles 14, 14a, 14b, Articles 19(2) and 19a(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 Member States, in order to make available through the portal:

(a) the documents and information referred to in Articles 14, 14a, 14b, Articles 19(2) and 19a(2), including for types of companies other than those listed in Annexes II and IIB, where such documents are made available by Member States;

(aa) the documents and information referred to in Articles 86g, 86n, 86p, 123, 127a, 130, 160g, 160n and 160p;

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

4. Member States shall ensure that, through the system of interconnection of business registers, the first name, surname and date of birth of the persons referred to in Article 14, point (d), Article14a, points (j) and (k), Articles19(2), point (g), 19a (2), point (g), 30(1), point (e) and 36(3), point (f), are to be made publicly available.

5. Member States shall ensure that, through the system of interconnection of business registers, the first name, surname and the date of birth of the persons referred to in Article 3 of Directive 2009/102/EC are to be made publicly available.

6. Member States shall ensure that the registers, authorities or persons or bodies mandated under national law to deal with any aspect of procedures covered by this Directive do not store personal data transmitted through the system of interconnection of registers for the purposes of Articles 13g, 28a and 30a, unless otherwise provided by Union or national law.’;

(24) the following Article is inserted:

‘Article 19a

Fees chargeable for documents and information as regards partnerships

1. The fees charged for obtaining the documents and information referred to in Article 14a through the system of interconnection of registers shall not exceed the administrative costs thereof, including the costs of development and maintenance of registers.

2. Member States shall ensure that the following information and documents are available free of charge through the system of interconnection of registers about companies listed in Annex IIB:

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

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

(c) the registration number of the partnership and its EUID;

(d) details of the partnership website where such details are recorded in the national register;

(e) the status of the partnership, such as when it is closed, struck off the register, wound up, dissolved, economically active or inactive as defined in national law;

(f) the object of the partnership;

(g) the particulars of partners who represent the partnership in dealings with third parties and in legal proceedings, and information as to whether the partners authorised to represent the partnership may do so alone or are required to act jointly;

(h) information on any branches opened by the partnership in another Member State, including the name, registration number, EUID and the Member State where the branch is registered.’;

(25) in Article 21, the following paragraph is added:

‘5. This Article shall apply to Articles 14a and 14b.’;

(26) in Article 22, the following paragraph is added:

‘7. Connections shall be established between the system of interconnection of registers, the beneficial ownership registers interconnection pursuant to Articles 30(10) and 31(9) of Directive (EU) 2015/849 of the European Parliament and of the Council  and the insolvency registers interconnection pursuant to Article 25(1) of Regulation (EU) 2015/848 of the European Parliament and of the Council .

The establishment of connections in accordance with the first subparagraph shall not alter or circumvent the rules and requirements related to the access of the information set out under the relevant frameworks establishing those registers and interconnections.’;

___

 Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC, OJ L 141, 5.6.2015, p. 73–117.

 Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), OJ L 141, 5.6.2015, p. 19–72.

(27) in Article 24, the following paragraph is added:

‘2. By means of implementing acts, the Commission shall also adopt the following:

(a) the detailed list of data and the technical specifications defining the methods of retrieval of information between the register of the founding company and the register of the company being formed as referred to in Article 13g(2a), and between the register of the company and the register of the branch as referred to in Article 28a(5);

(b) the detailed list of data, the use of explanatory labels and the technical specifications defining the information referred to in Articles 14a, 14b and Article 19a(2) to be made available through the system of interconnection of registers;

(c) the detailed list of data and the technical specifications for the purpose of exchanging information between registers as referred to in Article 14b(5);

(d) the technical details and detailed list of data for the visualisation of the structure of the group referred to in Article 14b(10);

(e) the technical standards and taxonomy for the documents and information to be filed in accordance with Article 16(6), taking into account the technical standards already in use in Member States’ registers;

(f) the technical specifications, taxonomy and the multilingual templates for the EU Company Certificate referred to in Article 16b;

(g) the technical specifications, taxonomy and the multilingual standard model of the digital EU power of attorney referred to in Article 16c;

(h) the technical specifications and detailed list of data defining the mutual accessibility between interconnections referred to in Article 22(7), which shall include the use of the unique identifier for companies attributed in accordance with Article 16;

(i) the technical specifications and detailed list of data defining the verification referred to in Article 16e(1), point (b).

Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 164(2).’;

(28) in Article 26, the following subparagraph is added:

‘This Article shall also apply to companies listed in Annex IIB.’;

(29) Article 28 is replaced by the following:

‘Article 28

Penalties

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

(a) failure to disclose the documents and information as required by Articles 14, 14a and 14b;

(b) failure to file changes within the time period laid down in Article 15(2);

(c) omission from commercial documents or from any company website of the compulsory information provided for in Article 26.

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

(30) in Article 28a(4), point (c) is replaced by the following:

‘(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;’;

(31) in Article 28a(5), the first subparagraph is deleted;

(32) in Article 28a, the following paragraph is inserted:

‘5a 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.

Where any authority or person or body is mandated under national law to deal with any aspect of the registration of a branch, and the documents and information referred to in the first subparagraph are needed for the performance of such tasks, the register of the Member State where the branch is being registered shall provide the documents and information retrieved to that authority, person or body.’;

(33) in Article 28b(1), the first sentence is replaced by the following:

‘1. Member States shall ensure that documents and information referred to in Article 30 or any modification thereof may be filed online in accordance with Article 15(2), points (a) and (b).’;

(34) in Article 30(2), point (c) is deleted;

(35) in Article 36, the following paragraphs are added:

‘3. The documents and information referred to in Article 37 shall be made publicly available through the system of interconnection of registers. Article 18 and Article 19(1) shall apply mutatis mutandis.

4. Member States shall ensure that at least the following information and documents are available free of charge through the system of interconnection of registers:

(a) the name of the company and the name of the branch if that is different from the name of the company;

(b) the legal form of the company;

(c) the law of the State by which the company is governed;

(d) where that law so provides, the register in which the company is entered and the registration number of the company in that register;

(e) the address of the branch;

(f) the particulars of the persons who are authorised to represent the company in dealings with third parties and in legal proceedings:

— as a company organ constituted pursuant to law or as members of any such organ

— as permanent representatives of the company for the activities of the branch.

The extent of the powers of the persons authorised to represent the company shall be stated, as well as whether those persons may represent the company alone or are required to act jointly;

(g) the unique identifier of the branch in accordance with paragraph 5.

5. Member States shall apply Article 29(4) mutatis mutandis to the branches of companies from third countries.’;

(36) Article 40 is replaced by the following:

‘Article 40

Penalties

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 take all the measures necessary to ensure that those penalties are enforced.’

(37) Annex IIB, as set out in the Annex to this Directive, is inserted.

Article 3

Transposition

1. Member States shall adopt and publish, by [PO: the last day of the 24^th month after the date of entry into force of this amending Directive] at the latest, the laws, regulations and administrative provisions necessary to comply with this Directive. They shall forthwith communicate to the Commission the text of those provisions.

They shall apply those provisions from [PO: the last day of the 30^th month after the date of entry into force of this amending Directive].

When Member States adopt those provisions, they shall contain a reference to this Directive or be accompanied by such a reference on the occasion of their official publication. Member States shall determine how such reference is to be made.

2. Member States shall communicate to the Commission the text of the main provisions of national law which they adopt in the field covered by this Directive.

Article 4

Reporting and review

1. The Commission shall, by [PO: the date five years after the end of the transposition period of this Directive], carry out an evaluation of this Directive and present a report on the findings to the European Parliament, to the Council and to the European Economic and Social Committee.

Member States shall provide the Commission with the information necessary for the preparation of the report, in particular by providing data related to paragraph 2.

2. The report of the Commission shall evaluate, amongst others, the following:

(a) the practical experience with the use of the EU Company Certificate;

(b) the practical experience with the use of Digital EU power of attorney;

(c) the practical experience with the reduction of formalities in cross-border situations for companies.

3. The Commission shall also assess

(a) the potential for cross-sector interoperability between the system of interconnection of business registers and other systems providing mechanisms for cooperation between competent authorities;

(b) whether additional measures are needed to fully address the needs of persons with disabilities when they access company information provided by the business registers.

4. The report shall be accompanied, if appropriate, by a proposal for further amendment of Directive (EU) 2017/1132.

Article 5

1. Entry into force

This Directive shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.

Article 6

Addressees

This Directive is addressed to the Member States.