kom (2023) 0177 - Ingen titel

Europaudvalget 2023
KOM (2023) 0177
Offentligt

EUROPEAN

COMMISSION

Brussels, 29.3.2023

SWD(2023) 178 final

COMMISSION STAFF WORKING DOCUMENT

IMPACT ASSESSMENT REPORT

Accompanying the document

Proposal for a

DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

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

{COM(2023) 177 final} - {SEC(2023) 377 final} - {SWD(2023) 177 final} -

{SWD(2023) 179 final}

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Table of Contents

INTRODUCTION: POLITICAL AND LEGAL CONTEXT ............................................................... 1

1.1. Political context ................................................................................................. 1

1.2. Legal context ..................................................................................................... 3

1.3. Scope of the impact assessment ........................................................................ 4

PROBLEM DEFINITION .................................................................................................................... 4

2.1. What are the problems? ..................................................................................... 4

2.2. Reliable company data is not sufficiently available and/or comparable cross-

border ................................................................................................................. 6

2.3. Direct use of company data is hindered/not possible when setting up cross-

border subsidiaries and branches ..................................................................... 12

2.4. Direct use of company information is hindered or not possible in all cross-border

activities and situations, including administrative and court procedures ........ 14

2.5. What are the problem drivers? ........................................................................ 16

2.5.1. Company data is not available in business registers and/or cross-border through

BRIS ................................................................................................................ 16

2.5.2. Limited functionalities in BRIS (e.g. search criteria, no interconnection with

other EU interconnection systems) .................................................................. 18

2.5.3. Different intensity and procedures in Member States to verify the correctness of

company information before it is entered in business registers ...................... 18

2.5.4. Company data originating from other Member States’ business registers is not

recognised cross-border and subject to formalities ......................................... 19

2.5.5. Divergent company extracts ............................................................................ 20

2.6. How likely is the problem to persist? .............................................................. 21

WHY SHOULD THE EU ACT? ........................................................................................................ 22

3.1. Legal basis ....................................................................................................... 22

3.2. Subsidiarity: Necessity of EU action ............................................................... 22

3.3. Subsidiarity: Added value of EU action .......................................................... 23

OBJECTIVES: WHAT IS TO BE ACHIEVED? ............................................................................... 23

4.1. General objectives ........................................................................................... 23

4.2. Specific objectives ........................................................................................... 24

4.2.1. Increasing the amount and improving the reliability of company data available in

business registers and/or BRIS ........................................................................ 24

4.2.2. Enabling direct use of company data available in business registers when setting

up cross-border branches/subsidiaries and in other cross-border activities and

situations .......................................................................................................... 24

WHAT ARE THE AVAILABLE POLICY OPTIONS? .................................................................... 25

5.1. What is the baseline from which options are assessed? .................................. 25

5.2. Description of the policy options .................................................................... 26

5.2.1. Policy options 1 to make more company information available in business

registers and/or BRIS ...................................................................................... 26

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5.2.2. Policy options 2 to interconnect BRIS with other systems and enable better

searches............................................................................................................ 28

5.2.3. Policy options 3 to ensure an adequate verification of company data before it is

entered into the business register ..................................................................... 29

5.2.4. Policy options 4 to enable direct use of company data from business registers in

cross-border situations ..................................................................................... 30

5.3. Options discarded at an early stage ................................................................. 32

WHAT ARE THE IMPACTS OF THE POLICY OPTIONS AND HOW DO THEY COMPARE? . 32

6.1. Policy options 1 to make more company information available in business

registers and/or BRIS ...................................................................................... 33

6.2. Policy options 2 to interconnect BRIS with other systems and enable better

searches............................................................................................................ 36

6.3. Policy options 3 to ensure an adequate verification of company data before it is

entered into the business register ..................................................................... 38

6.4. Policy options 4 to enable direct use of company data from business registers in

cross-border situations ..................................................................................... 40

6.5. Comparison of impacts .................................................................................... 43

PREFERRED OPTION ...................................................................................................................... 44

7.1. Package of preferred measures ........................................................................ 44

7.2. Impacts of the package .................................................................................... 44

7.3. Application of the ‘one in, one out’ approach ................................................. 48

HOW WILL ACTUAL IMPACTS BE MONITORED AND EVALUATED? .................................. 48

ANNEX 1: PROCEDURAL INFORMATION ............................................................................................ 50

ANNEX 2: STAKEHOLDER CONSULTATION (SYNOPSIS REPORT) ................................................ 55

ANNEX 3: WHO IS AFFECTED AND HOW? .......................................................................................... 69

ANNEX 4: ANALYTICAL METHODS ..................................................................................................... 73

ANNEX 5: INTERVENTION LOGIC ....................................................................................................... 136

ANNEX 6: NUMBER OF COMPANIES, BRANCHES AND SUBSIDIARIES ..................................... 137

ANNEX 7: ESTIMATED COSTS - FOR ELECTRONIC COMPANY EXTRACTS ACROSS THE EU 143

ANNEX 8: ESTIMATED COSTS FOR APOSTILLES AND CERTIFIED TRANSLATION ACROSS THE

EU MEMBER STATES ................................................................................................................... 144

ANNEX 9: EU RULES IN OTHER POLICY AREAS RELATED TO THIS INITIATIVE .................... 145

ANNEX 10: OPTIONS DISCARDED AT AN EARLY STAGE .............................................................. 148

ANNEX 11: BUSINESS REGISTERS INTERCONNECTION SYSTEM (BRIS) ................................... 151

ANNEX 12: OVERVIEW OF NATIONAL RULES ................................................................................. 155

ANNEX 13: THE SME TEST – SUMMARY OF RESULTS ................................................................... 158

ANNEX 14: RESULTS OF THE SME PANEL CONSULTATION ON UPGRADING DIGITAL

COMPANY LAW ............................................................................................................................. 160

ANNEX 15: LIST OF MEETINGS UNDER TARGETED CONSULTATIONS AND VIRTUAL MEETINGS

.......................................................................................................................................................... 167

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Glossary

Term or acronym

AML Directive

Meaning or definition

Anti-Money Laundering Directive - Directive 2015/849 on the

prevention of the use of the financial system for the purposes of

money laundering or terrorist financing as amended by Directive

(EU) 2018/843

Business Registers Interconnection System established by

Directive 2012/17/EU

Beneficial Ownership Registers

established by Directive 2015/849

Interconnection

System

BRIS

BORIS

CLEG

eIDAS Regulation

EPREL

ESAP

EUID

FATF

ICLEG

Company Law Expert Group, consisting of Member State

representatives responsible for company law issues

Regulation (EU) 910/2014 on electronic identification and trust

services for electronic transactions in the internal market

European Product Registry for Energy Labelling

European single access point

European Unique Identification Number

Financial Action Task Force

Informal Company Expert Group on company law and corporate

governance, consisting of company law professors and

practitioners

Interconnection of insolvency registers

Land Registers Interconnection system

Power of Attorney document

Regulation (EU) 2018/1724 establishing a single digital gateway

to provide access to information, to procedures and to assistance

and problem-solving services

Treaty on the Functioning of the European Union

IRI

LRI

PoA

SDG Regulation

TFEU

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NTRODUCTION

: P

OLITICAL AND LEGAL CONTEXT

1.1.

Political context

The Single Market has generated new opportunities for European companies and consumers,

created millions of jobs and strengthened the productivity and global competitiveness of European

companies over the last decades. The COVID-19 pandemic and, more recently, the war in Ukraine,

highlighted the dependence of the European economy on external factors and underlined the value

of the Single Market for the European economy. The

European Council conclusions of 24-25

March 2022

highlighted that “the

Single Market remains one of the European Union’s primary

assets for sustainable growth and job creation, and is key to accelerating its green and digital

transitions as well as strengthening the resilience of our economies”,

and, in particular, called for

implementing the Industrial and SME Strategies,

“completing the Single Market, in particular for

digital and services”, “preventing bottlenecks as well as removing remaining unjustified barriers

and administrative burdens and avoiding new ones”.

In the Single Market, there are around 26 million enterprises

employing 133 million persons. The

overwhelming majority of these enterprises are micro, small and medium-sized enterprises

(SMEs)

. They need a predictable legal framework that is conducive to growth and adapted to face

the new economic and social challenges in an increasingly digital world. Such framework should

provide companies with an enabling environment: to be set up, to operate, to expand across borders

and, in general, to make most of their potential without unjustified barriers and administrative

burden. EU company law plays an important role in laying down such a framework.

The company law framework, which encompasses the roles and responsibilities of the business

registers, needs to respond to new challenges. The developments in digitalisation and technology

have fundamentally changed how business registers operate, and how business registers, companies

and stakeholders, in particular public authorities, interact with one another on company law related

issues. These changes were further amplified by the recent COVID-19 pandemic, which proved that

digital tools are essential to ensure the continuity of business operations and companies’

interactions with business registers and authorities.

In a more digitalised world, transparency and data about companies have gained a new dimension.

Originally, the purpose of the public disclosure requirements about company data in the business

registers was to protect third parties such as creditors. Today, the call for transparency goes much

beyond this. Companies and investors need to get access to company data in order to find business

partners and investment targets across the Single Market. Furthermore, whether it is due to the

Panama Papers, Lux leaks or issues related to posted workers and social unfairness, civil society

increasingly asks for more transparency about companies

. In addition, the role of business registers

has developed beyond their traditional role of registering corporate entities. Today, there are

increasing demands for access to more reliable company data from business registers. There is also

an increasing need for a close co-operation with other public authorities across the Single Market, in

particular those responsible for anti-money laundering/countering the financing of terrorism,

Eurostat, Business Demography Statistics 2022 define enterprise as ‘the

smallest combination of legal units that is an

organisational unit producing goods or services…. An enterprise carries out one or more activities at one or more

locations’.

An enterprise may thus be a sole legal unit but also a combination of legal units;

According to the latest June 2022 annual report on SMEs, there were approximately 22.8 million SMEs active in the

EU-27 and these SMEs accounted for 99.8% of all enterprises in the non-financial business sector (i.e. NACE sectors of

the economy except some such as agriculture, financial and insurance activities, human health and social work

activities, education, arts, other service activities); SME Performance Review (europa.eu).

Study on “Letterbox companies: overview of the phenomenon and existing measures”;

Letterbox companies -

Publications Office of the EU (europa.eu).

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taxation or law enforcement, e.g. to create better conditions to counteract abuse or fraud, or to

effectively implement EU sanctions (e.g. against Russia or Belarus).

The EU company law was recently updated in response to digital developments to provide rules for

fully online formation of limited liability companies, registration of branches and fully online

submission of documents in the business registers

. The initiative subject to this impact assessment

upgrades the EU digital company law further by addressing the need to increase the availability of

company information in business registers, in particular at cross-border level, and to remove

administrative barriers and burdens through the use of digital tools and processes when companies

and public authorities use such information.

In a market characterised by the absence of internal borders, being able to access and use company

data cross-border easily and without administrative burden underpins the economic activity and is

essential to create a safer and more favourable economic environment for companies, consumers,

and other stakeholders (investors, creditors, employees). Such conditions, in turn, are essential to

ease doing business for companies, in particular SMEs, help them find ways to explore and expand

to other EU markets, and therefore contribute to an economic rebound following the pandemic.

Contribution to the political priorities and to other political initiatives

The

Communication

2030 Digital Compass: the European way for the Digital Decade

called for

intensification of the ongoing work to accelerate Europe’s digital transformation and stressed the

importance of providing key public services online for European citizens and businesses. In this

context, it set a target that 100% of key public services should be available online for European

citizens and businesses by 2030. It also stressed the importance of creating connected public

administrations, including through the use of the

once-only principle.

The importance of digital

tools for businesses to access information, interact with authorities and enjoy access to justice, and

the need for appropriate tools for authorities and legal professionals to communicate, exchange or

submit documents securely cross-border was also strongly underlined in the

Communication

Digitalisation of justice in the European Union - A toolbox of opportunities

This proposal is included in the

2023 Commission Work Programme

as one of the key actions

under the Commission’s headline ambition of “Europe fit for the digital age”

. Under this headline

ambition, the planned initiative will directly contribute to the objectives set out in these

Communications and in that way, it will be also very relevant in responding to the call from the

European Council on

completing the Single Market, in particular for digital and services.

The Communications

Updating the 2020 New Industrial Strategy

and

SME Strategy for a

sustainable and digital Europe

underlined the importance of strengthening the resilience of the

Single Market and the role of a well-functioning Single Market to accelerate the recovery after the

pandemic, and highlighted the important role that SMEs play in that context and in leading the

green and digital transitions. The SME strategy, especially, mentioned that “the

Commission will

consult and assess the need for additional company law measures to facilitate cross-border

expansion and scale-up by SMEs”.

The planned initiative will contribute to these strategies, in

particular by aiming to abolish and reduce formalities in relation to use of company information in

cross-border situations and to make the setting up of subsidiaries and branches in other Member

States less time-consuming and more cost-effective. This will be very relevant in the context of the

Directive (EU) 2019/1151

amending Directive (EU) 2017/1132

COM(2021) 118 final.

COM(2020) 710 final.

COM(2022) 548 final

COM(2021) 350 final.

COM (2020) 103 final.

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call by the European Council to “[….]

remove remaining unjustified barriers and administrative

burdens and avoiding new ones”.

Finally, the planned initiative can also contribute to the fight against abusive or fraudulent

companies, to the implementation of EU rules on anti-money laundering/countering the financing of

terrorism, building on the Financial Action Task Force (FATF) recommendation on transparency

and beneficial ownership of legal persons

and to the effective implementation of EU sanctions

against e.g. Russia or Belarus or any other possible country,

by creating better conditions for the

imposition of such measures,

in particular through enhanced ex-ante controls about company data

and increased transparency.

1.2.

Legal context

EU company law rules

EU company law rules laid down in the

Codified Company Law Directive

set out provisions

regarding the formation, capital and disclosure requirements, and domestic and cross-border

operations (e.g. mergers) of limited liability companies.

In the last decades, there has been a number of developments at EU level to bring EU company law

rules in line with digital developments. After first steps towards electronic filing and electronic

copies in 2007

, an important milestone was the creation of the

Business Registers

Interconnection System (BRIS)

in 2012

. BRIS became operational in 2017. Since then, Member

States’ business registers have gradually connected to BRIS, with the last Member State joining at

the beginning of 2022. Now BRIS interconnects all Member States’ business registers. It gathers

certain information about EU limited liability companies, which is harmonised through common

disclosure requirements in the Codified Company Law Directive, directly from Member States’

business registers and makes it available to the public at EU level through a single access point at

the European e-Justice Portal

. In particular, BRIS gives free of charge access to a set of company

information such as the name and legal form of the company, its registered office, the registration

number, and, more recently, also to information, e.g. on company’s legal representatives, its cross-

border branches, status and object of the company

. Furthermore, BRIS provides access to other

company information, for which Member States may charge a fee, including e.g. instruments of

constitution, accounting documents, the amount of capital subscribed, winding up of the company,

declaration of nullity by the courts or termination of a liquidation of a company.

BRIS also provides secure means for exchange of information between business registers on certain

cross-border issues regulated by the Codified Company Law Directive (e.g. regarding cross-border

mergers), offering a technical means for cooperation between business registers and for

implementation of the once-only principle in cross-border situations.

Most recently, the

Digitalisation Directive

introduced fully online formation of companies,

registration of branches and fully online submission of documents in the business register. It also

made more company data available free of charge from business registers (e.g. on legal

representatives, cross-border branches, status and object of the company) and established an

FATF recommendation 24, as revised in March 2022, includes requirements on company information in business

registers, so called “basic information”;

Documents - Financial Action Task Force (FATF) (fatf-gafi.org).

Directive (EU) 2017/1132

codified several company law Directives (from 1982 to 2012) into one legislative act.

Directive 2003/58/EC

amending Council Directive 68/151/EEC.

Directive 2012/17/EU

amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC.

European e-Justice Portal – Business registers – search for a company in the EU (europa.eu).

Member States had to transpose most of these new provisions of the Digitalisation Directive by August 2022.

Directive (EU) 2019/1151

amending Directive (EU) 2017/1132.

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exchange of information between Member States on disqualified directors. Also, the

Mobility

Directive

that regulates cross-border conversions, mergers and divisions, enhanced the use of

BRIS in terms of introducing new exchanges between business registers (e.g. on cross-border

conversions and divisions).

1.3.

Scope of the impact assessment

The initiative subject to this impact assessment upgrades the digital company law further to

address

the needs of direct users,

such as companies, other stakeholders and public authorities, to access

and to use in the cross-border context reliable and up-to-date official company data, based on legal

obligations, from business registers. This company data includes e.g. company name, legal form,

company’s legal representatives, instruments of constitution or accounting documents.

This initiative

does not cover the re-use of company information

from business registers

for

commercial and non-commercial purposes.

The latter issue is regulated by the Open Data

Directive

. Therefore, the so-called “intermediaries” i.e. private service providers who use

company data from business registers as an input to their own commercial products and services, as

well as non-commercial intermediaries, are outside the scope of the planned initiative. Similarly,

this initiative is about company information based on legal obligations and, thus, does not cover

commercial information about companies, e.g. concerning their credit history, their products or

distribution channels. In addition, this initiative does not cover the obligation of business registers

as statistical business registers, which is regulated by the Regulation on European business

statistics

ROBLEM DEFINITION

2.1.

What are the problems?

Business registers are established by law to facilitate the interaction of companies operating under

the jurisdiction of the register with the Member State´s authorities, other companies and the public,

both when those businesses are established and throughout the course of their lifespan

. Company

registration and information in business registers are crucial for ensuring an accountable,

transparent and viable business environment. Companies, when they are formed, have a legal

obligation to be registered in the business registers. The instrument of constitution and the

subsequent registration in the business register gives the company the characteristic of a legal

personality. Companies also need to file (submit) to the business register updated information

throughout their life cycle. This company information in business registers has legal value, i.e. it

can be relied on – at least to a certain extent - by third parties. Therefore, business registers are a

primary source of trustworthy information about companies in the Single Market.

Traditionally, business registers have been operating at national level and most were created well

before the Treaty of Rome and the emergence of digital technologies, in the 19

-20

century

However, with the growing number of companies expanding economic activities to other Member

States’ markets through e.g. cross-border mergers, establishing cross-border subsidiaries or

Directive (EU) 2019/2121

amending Directive (EU) 2017/1132.

Directive (EU) 2019/1024.

Regulation (EU) 2019/2152.

UNCITRAL Legislative Guide on Key Principles of a Business Registry.

Study on the disclosure and cross-border use of company data, and digital developments related to company law

(Milieu Consulting SRL) 2022 – hereinafter referred to as “supporting study”

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branches, trading cross-border or providing cross-border services in the EU, there is an increasing

demand for access to

official and reliable

information on companies in a cross-border context and

for use of this company data for different purposes, by companies, business registers or authorities.

The problem is that access to and use of reliable company information from business registers in

cross-border situations is still hindered by barriers. Firstly, company data that stakeholders as direct

users, including authorities, are looking for is not yet sufficiently available in national business

registers and/or cross-border through BRIS. Secondly, the direct use of such company data in cross-

border situations (including administrative procedures, court proceedings) and setting up cross-

border subsidiaries or branches) is still hindered or not possible.

This means that, even if the economy is more and more integrated, companies, including SMEs and

other stakeholders, including public authorities and courts do not have yet optimal conditions – as

regards the access to and use of company data - to be part of cross-border operations or procedures

in the single market. For instance, possibilities for companies, and in particular SMEs to expand

cross-border can be hindered if they cannot find easily accessible and comparable information about

business partners or potential clients in other Member States and face costs in searching for this

information. In a similar way, if creditors and investors have difficulty finding information about

companies from other Member States, they might be less willing to search out businesses from

other Member States to finance or invest in, and this can negatively impact companies including

SMEs who are in need of such financing and investment.

The evidence for this initiative, including about problems and obstacles encountered by

stakeholders, was gathered through wide-ranging consultation activities. These included a public

consultation (83 respondents), a specific consultation of SMEs through an “SME panel”

(158

respondents, majority from SMEs in the form of limited liability companies), surveys (with

business registers, public authorities, legal practitioners, business and financial organisations and

individual companies

) and two virtual workshops (with business registers and companies) carried

out in the context of an external contractor study

for this initiative, and targeted interviews (with

key EU level stakeholders and with legal practitioners specialised in company law). Overall, the

results of these consultation activities can be seen as providing a reliable picture of views of

stakeholders because the information was gathered in parallel through different targeted channels to

ensure that sufficient numbers of stakeholders were reached, and similar feedback was received in

all of them. The interviews and workshops with stakeholders confirmed the findings of

consultations and surveys, and also provided some real case examples of specific costs.

The problem tree below illustrates the main drivers, problems and consequences. The following

sub-chapters describe the problems and the drivers in more detail.

The 'SME panel consultations' are a tool that allows Commission service to reach SMEs in a targeted way and are

organised in cooperation with the partners in the Enterprise Europe Network, a support network for small and medium-

sized enterprises (SMEs) bringing together, among others, chambers of commerce and industry, regional development

organisations or innovation support organisations.

25 business registers, 11 legal professionals, 1 financial institution, 3 business organisations, 20 public authorities

(tax and labour) and 140 companies took part in these surveys.

Study on the disclosure and cross-border use of company data, and digital developments related to Company Law. by

Milieu Consulting srl.

Company law and corporate governance (europa.eu)

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Problem tree

2.2.

Reliable company data is not sufficiently available and/or comparable cross-

border

Need for more company data unsatisfied

Investors, creditors, consumers or any other third party, but also companies and in particular SMEs,

need to have access to reliable information about companies in the Single Market for several

reasons. According to the respondents to the public consultation, the most important reason to have

access to company data is to find or check information about a company, as a creditor, a business

partner or a legal professional. Similarly, 75% of companies responding to the surveys for the

supporting study

indicated that they needed company data cross-border to find information about

potential business partners; 33% - for benchmarking/market analysis purposes, and 32% - to

identify legal representatives. International surveys also confirm the use of business registers’ data

for business facilitation purposes

and in particular to check the consistency of information

provided by companies (e.g. suppliers and/or customers), or as part of more detailed due diligence

research into a company

Different authorities and courts also need to have data about companies to carry out many tasks

related to administrative and judicial procedures. Yet, 70% of authorities responding to the public

consultation confirmed they faced difficulties when accessing or verifying data about companies

from business registers in another Member State. They also need company data to more easily

identify and, therefore, take more effective actions to implement EU sanctions or against abusive,

Surveys in the context of the supporting study.

The International Business Registers Report 2019 (ebra.be).

Valuing the user benefits of Companies House data: policy summary (publishing.service.gov.uk).

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fraudulent companies, e.g. abusive letterbox companies. According to the 2019 study on letterbox

companies

, numerous companies owned by foreign majority shareholders were located at the

same address in the EU, e.g. in Latvia, Czechia, the Netherlands, Luxembourg, Slovakia and

Denmark up to several hundreds of companies were located at the same addresses. The public

authorities (mainly tax authorities) responding the supporting study survey confirmed that they

needed data about companies from other Member States to check information (95%, 19

respondents), establish taxes (70%, 14 respondents) and to identify legal representatives, detect

fraud and money laundering/terrorist financing and carry out controls (60%)

The problem is that stakeholders encounter difficulties when looking for and accessing data about

companies from other Member States. For instance, companies reported such difficulties when

expanding their business in another Member State in the evidence gathered in the context of the

2020 Single Market Strategy

, and this problem was seen as prominent especially among SMEs.

For instance, for 53% of SMEs, “identifying business partners abroad” was too difficult according

to the 2017/2018 Annual Report on European SMEs

. “Insufficient legal/financial information

about potential business partners in other countries” was also seen as one of the significant

obstacles by 59% of respondents to the 2019 Eurochambres survey

, it being particularly important

for companies with less than 10 employees.

As regards company information available in business registers, which is the focus of this initiative,

a majority of respondents encountered some difficulties when looking for and accessing data about

companies from other Member States; only 20% respondents to the public consultation and 13% of

SMEs replying to the targeted consultation of SMEs did not encounter any difficulties at all. The

most often mentioned difficulty by respondents to the public consultation was that information

about companies in different Member States was not comparable (48%, 34 out of 71 respondents),

that stakeholders were not able to find/have access to it at EU level but only in national business

registers (35%, 25 out of 71), and language difficulties (34%, 24 out of 71). Business associations,

companies and legal professionals stressed in particular the lack of comparability and not having

access at EU level whereas public authorities most frequently mentioned language difficulties.

Similarly, for SMEs responding to the SME panel it was a problem that the information could be

only found on companies’ websites (19%) or only in business registers (12%)

. In addition, 15% of

SMEs could not find/access company information at all. Some stakeholders also mentioned during

consultation activities that it was sometimes challenging - even for legal professionals specialised in

company law - to identify the website of the official business register in other Member States as

there are many private websites also providing company information.

As to the type of information, the consultation activities identified the following gaps: (1)

lack of

information about other legal forms than limited liability companies; (2) lack of information about

place of management and place of the main economic activity; (3) lack of information about

company groups and ownership; (4) lack of information about third country branches at EU level;

(5) lack of connected EU level systems; (6) other difficulties.

Letterbox companies: overview of the phenomenon and existing measures Final Report,

Letterbox companies -

Publications Office of the EU (europa.eu).

Similar purposes are also found by

The International Business Registers Report 2019 (ebra.be).

See Communication “Identifying

and addressing barriers to the single market”

and Staff Working Document

“Business

Journey on the Single Market: Practical Obstacles and Barriers”.

SME Performance Review (europa.eu)

Business Survey - The state of the Single Market (eurochambres.eu),

incl. 1107 entrepreneurs from 27 EU countries.

Respondents could only choose one answer, therefore lower numbers of respondents per difficulty.

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Lack of information about other legal forms than limited liability companies

The majority of consulted stakeholder groups across the consultation activities were in favour of

making information about other types of companies than limited liability companies available. In

particular, different stakeholder groups, including companies, agreed that information about

partnerships should be made available centrally at EU level through BRIS. For instance, 71% (48

out of 68) of respondents to the public consultation were in favour of having access to information

about other legal forms in general, and 36 out of those (including a number of business associations

and public authorities) were in favour of having access to information about partnerships.

So were

115 out of 117 of SMEs replying on this issue in the SME panel. 91% of legal practitioners, 90% of

public authorities, 72% of companies and 70% of business registers in the supporting study surveys

considered that having information on partnerships at EU level would be beneficial. Most Member

States’ representatives in the Commission’s expert group (CLEG) were in favour of transparency on

partnerships.

Partnerships play a significant role in many Member States and are economic operators on equal

footing with limited liability companies. In 2022, the number of partnerships registered in the EU

amounts to about 2 million

. Therefore, having good access to cross-border information about

partnerships is seen as important by stakeholders, as shown by replies to the consultations above,

and the lack of it means that e.g. companies and other stakeholders planning to cooperate or

cooperating cross-border with partnerships face difficulties to find information. The lack of

partnerships information can also have an impact on e.g. transparency on groups (as partnerships

appear in company group structures) or on tackling fraud and abuse.

In addition, it also limits the possibility to use such information to develop connected EU level

systems/administrations (see below e.g. EPREL or interconnection of BRIS with other systems)

which leads to unnecessary use of extra resources and duplication. In addition, insufficient cross-

border information about partnerships makes it more difficult to tackle their possible use for abusive

purposes. While private limited liability companies seem to be the most commonly used legal form

for (abusive) letterbox companies, partnerships can also play a role. For example, the Danske Bank

money-laundering scandal involved limited partnerships and limited liability partnerships

; a 2016

report from the Danish tax authorities estimated that between 2010 and 2014, 384 (7%) of limited

partnerships, which had foreign owners, could be used for illegal tax evasion abroad.

Lack of information about the place of management and place of the main economic activity

Limited liability companies amount to around 16 million companies

. The increasing need to have

access to information about them - whether for business or public purposes - corresponds to their

importance in the economy and was confirmed by the public consultation whereby 67% of

respondents were in favour of EU company law rules requiring

disclosure of additional

information about limited liability companies

in national business registers and via BRIS.

More specifically, the consultation activities confirmed the importance of and demand for

information about the

place of management and the place of the main economic activity.

For

instance, tax authorities responding to the supporting study surveys needed this information for the

identification and detection of fraud and tax evasion (95% of tax authorities in case of place of

management and 89% - in case of place of economic activity), and the responding legal

Commission own calculations – see annex 6.

https://danskebank.com/-/media/danske-bank-com/file-cloud/2018/9/report-on-the-non-resident-portfolio-at-danske-

banks-estonian-branch.pdf

https://www.ft.dk/samling/20151/almdel/SAU/bilag/165/1619506/index.htm

Commission own calculations – see annex 6.

kom (2023) 0177 - Ingen titel

practitioners - for taxation purposes (55% of legal practitioners use place of management and 73% -

place of economic activities). Legal practitioners also needed the place of economic activity for

social security purposes (55%). Different stakeholders expressed support to have this information at

EU level, e.g. 70% of respondents to the public consultation were in favour of disclosing the place

of management in business registers and through BRIS, and 67% - the place of the main economic

activity. A responding EU level SME association listed the place of management as one of their

four priorities regarding company information that should be made available at national and EU

level. SMEs responding to the SME panel were also strongly in favour, with 109 of 114 in favour of

as regards the place of management, and 112 out of 113 - as regards the place of economic activity.

Some Member States in the consultations pointed out that these concepts are not part of their legal

systems and that they would need to be defined.

The lack of cross-border access to such information can lead to an administrative burden for

companies to submit this information to authorities on a case-by-case basis when e.g. setting up a

company, for insolvency/restructuring, for tax or social security purposes (more than half of

companies responding to the supporting study survey had to provide information on place of

management and/or place of economic activity for those purposes). The work of authorities and

legal practitioners can also be cumbersome in this context. This was confirmed by the results of the

supporting study where authorities, legal practitioners and companies confirmed that having this

information available would reduce administrative burden (72% of all stakeholders, 95% of public

authorities in case of place of management, and 81% legal practitioners and 66% of companies in

case of place of management, and 73% of all stakeholders, 95% of public authorities, 72% legal

practitioners and 69% of companies in case of the place of the main economic activity)

Lack of information about groups of companies and ownership

Concerning information about ownership, and in particular about

groups of companies,

many

stakeholders (minority shareholders, potential investors, creditors, potential business partners,

authorities, employees) but also civil society’s associations and communities at large may have a

legitimate interest in knowing the structure of the group to which the company belongs. Many

stakeholders confirmed that they use and need information related to groups of companies. The

taxation and anti-money laundering purposes were often mentioned by public authorities (mostly in

charge of tax issues), legal practitioners and companies replying to the supporting study surveys

Legal professionals also needed the group information to verify company data of a business partner

of a company (70%), and companies also needed it to apply for funding.

The need for the information about groups can be explained by the fact that a group of companies is

a common structure for organising business to maximise the allocation of material or human

resources or corporate funds between networks of companies. The group structure may also impact

the financial credibility and solvency of subsidiaries. Groups often deploy their economic activity

beyond the country of their main headquarters, including by direct or indirect exporting, contract

manufacturing, alliance, licensing, franchising or investment (e.g. through cross-border branches,

cross-border subsidiaries, mergers and acquisitions). In 2020, 135,450 multinational enterprise

groups were operating in the EU/EFTA, employing over 42 million people; 75 % of those were

controlled by an EU (66 %) or an EFTA parent (9 %)

Regarding the place of management, 42% of respondents expected a burden reduction to a large/very large extent and

further 30% to some extent. Regarding the main place of economic activity, 47% of respondents expected a burden

reduction to a large/very large extent and another 26% - to some extent.

For instance, 94% public authorities needed it for taxation purposes and 50% - for anti-money laundering purposes;

and 80% legal professionals needed it for anti-money laundering purposes.

European statistical register on multinational enterprise groups.

kom (2023) 0177 - Ingen titel

The majority of stakeholders across consultation activities confirmed that it is important and

beneficial to have better access to company information related to groups of companies including at

EU level. 77% of respondents to the public consultation and 111 out of 113 SMEs responding to the

SME panel were in favour; an EU level SME association listed information related to groups among

their four priorities regarding company information that should be available not only at national but

also at cross-border level and stressed that this information is indeed difficult to access and

compare, which represents additional time and financial costs for SMEs. 76% of the respondents to

the supporting study surveys also thought that it would be beneficial if information about groups

were publicly available to the wider public in an easily accessible way and format in national

business registers and BRIS. This need was also confirmed during targeted interviews with legal

practitioners and was strongly supported by company law professors in ICLEG, who considered

that it is important for any company’s stakeholder to have access to information on the group’s

existence and structure. Some Member States considered that implementation of such requirements

might be challenging including because this information was not yet available in their national

business register.

The lack of cross-border access to information about groups of companies means e.g. that

companies and other stakeholders wanting to check if their business partner is part of the group face

difficulties to find information. SMEs and other companies face administrative burden when having

to provide group related information to authorities on a case-by-case basis for tax or anti-money

laundering purposes, or when applying for funding (around half of companies in the supporting

study surveys said they needed to provide group information for those purposes). For example,

SMEs often need to prove whether they are part of the group or an autonomous company when

applying for funding. The recent evaluation of the SME recommendation

found that to verify the

SME status, a company that is part of a group may need to include the data from the other

companies in the group and that the cost and complexity to verify such status increased for non-

autonomous companies, especially those with complex ownership structures and documentation in

other countries. In that context, stakeholders suggested that the SME definition could be applied

more efficiently i.e. by increasing digitalisation of SMEs and public administrations, and improving

access to company data including by further development of BRISs.

This was confirmed by results of the supporting study surveys where 78% of all respondents (82%

of legal practitioners, 82% of public authorities and 75% of companies) said that having the group

information at EU level would help to reduce administrative burden.

Lack of information about third country branches at EU level

While branches of EU limited liability companies are already available in BRIS, information about

third country company branches (i.e. branches of non-EU companies) is not. There was strong

support for making this information accessible through BRIS in the public consultation with 90%

responding participants in favour, and high support was expressed in the supporting study surveys

with 73% of all respondents (in particular, 94% of public authorities and 81% of legal practitioners)

confirming that having this information at EU level would be beneficial).

Lack of connected EU level systems

Another problem raised in the consultation activities is that public authorities, companies, legal

professionals and other stakeholders who need company data or company related data need to

search for them in different systems, such as BRIS or

the EU interconnection of beneficial

kom (2023) 0177 - Ingen titel

ownership registers (BORIS)

due to the lack of connection between them.

Although the data is

interrelated, it can be found only separately in these systems. This is also demonstrated in

stakeholder views during the consultation activities, where a majority of respondents to the public

consultation (82%) were in favour of linking BRIS with the EU interconnection of beneficial

ownership registers and 67% of respondents to the supporting study surveys thought it useful. In the

discussions in CLEG, most Member State also experts have considered interconnection of BRIS

with other systems, such as BORIS, beneficial.

In addition, the development of connected EU level systems/administrations and drawing full

benefits from those is also hindered by the lack of data about other legal forms than limited liability

companies in BRIS, and so far limited use of the EUID, which is not yet used by all EU

interconnection systems (e.g. the insolvency registers interconnection system (IRI)

), is not

available for other legal forms (as explained below), and is not sufficiently used by registers and

authorities to unequivocally identify EU companies.

Example of use of BRIS and EUID (European Unique Identification Number)

The EUID is based on the national registration number and is available free of charge in BRIS. To

get registered in the European Product Registry for Energy Labelling (EPREL)

, companies need

to prove that they are established in the EU/EEA. Thanks to the use of the EUID in EPREL to

cross-check the company data through BRIS, companies do not have to provide separate evidence

that they are EU/EEA companies. However, as the EUID is currently available for limited liability

companies and their cross-border branches only, EPREL cannot use this system for other entities,

e.g. partnerships. Other cross-checks need to be used, which creates administrative burden for

companies and relevant EU authorities, and hinders once-only filing.

In addition, the fact that systems/administrations are not connected at the EU level may also

contribute to fraud and abuse given that fraudulent companies can take advantage of the fact that

authorities do not share the information between themselves.

Other difficulties

European e-Justice Portal – Beneficial ownership registers interconnection system (BORIS) (europa.eu)

European e-Justice Portal - Bankruptcy & insolvency registers - search for insolvent debtors in the EU

(europa.eu)

Limited liability companies must have the EUID according to the Codified Company Law Directive.

Regulation (EU) 2017/1369

setting a framework for energy labelling

and repealing Directive 2010/30/EU.

kom (2023) 0177 - Ingen titel

Practical obstacles may also make it difficult to effectively access company data on a cross-border

basis. Although the public consultation showed that many stakeholders are familiar with BRIS

(74% of respondents) and use it (67%), it revealed that public authorities and business associations

were more familiar with BRIS as compared to companies and EU citizens. Other consultation

activities (i.e. the supporting study surveys and the consultation of SMEs) showed that respondents

mainly used websites of companies or business registers to find information about companies from

other Member States. 8% of the respondents to the supporting study survey and 4% of SMEs

replying to the SME panel used BRIS to access cross-border company data.

The consultation activities also showed that search in BRIS could be improved; 83% of respondents

to the public consultation asked for more

search functionalities

centrally at EU level via BRIS (in

particular by legal form, registered office or country-by-country reports) and improved search for

company data through BRIS was seen as important by SMEs (94 out of 115). The limited search

functionality was also mentioned by 42% of respondents responding to the supporting study

surveys, and in particular by business registers and legal practitioners (61% and 70%).

In addition, another difficulty reported was the

need to pay fees to access information and

documents from business registers,

indicated by legal practitioners, business registers and public

authorities responding to the supporting study surveys. 73% of respondents to the public

consultation were in favour of having more company data available free of charge at EU level

through BRIS.

2.3.

Direct use of company data is hindered/not possible when setting up cross-border

subsidiaries and branches

Setting up subsidiaries or branches in other Member States or carrying out cross-border operations

with companies in other Member States are means for EU companies, including SMEs, to expand

their economic activities beyond the national borders. There are approximately half a million EU

subsidiaries (i.e. companies with a separate legal personality) belonging to ultimate owners located

in the EU

. In addition, there are around 70,000 EU subsidiaries that are controlled by ultimate

owners located outside the European Union

. Concerning branches (with no separate legal standing

from the main company), there are about 50 000 cross-border branches and 20 900 third-country

branches, against more than 4.3 million domestic branches in the EU.

The results of consultation activities also give an example of how many companies try to set up

cross-border subsidiaries or branches. 13% of SMEs (mainly private and public limited liability

companies) replying to the SME panel indicated they already had an establishment/place of

business in another Member State, 9% were planning to have one whereas 5% tried but gave up.

Similarly, 20% of companies responding to the supporting study survey had or were considering

setting up a subsidiary in another Member State.

When setting up cross-border subsidiaries or branches, companies still often face administrative

barriers, which create administrative burden and may even have a deterrent effect. In this context,

stakeholders representing companies, and in particular SMEs and start-ups, call for additional

measures, which would make it quicker and less costly to create a presence to explore markets in

other Member States

. The 2021 Single Market Strategy findings also stressed that despite

progress, the “European

SMEs experience legislation as complex and burdensome, especially due

to the different procedures in Member States. These barriers deter many from doing cross-border

Supporting study

Supporting study. These figures on branches should be taken with caution given the difficulties in data collection.

Meetings with SME organisations.

kom (2023) 0177 - Ingen titel

business and scaling-up”.

As to specific difficulties when setting up cross-border subsidiaries or branches, the consultation

activities show that in a big majority of Member States, companies need to resubmit data, which

exists in their national business registers, to the registers of other Member States. The main

difficulties mentioned by companies in the public consultation and by SMEs in the SME panel

included the need for certified translation of company documents and for legalisation/apostille of

these documents

. For instance, around half of SMEs with experience of setting up

subsidiaries/branches abroad mentioned the need for legalisation/apostille and certified/sworn

translation in the SME panel.

60% of those answering SMEs faced administrative costs or time consuming procedures linked to

such difficulties; and costs for legal advice (e.g. from lawyers or notaries), translations, legalisation

costs were mentioned by a few respondents in this context. The need for legalisation of documents

and certified translations when setting up branches for companies, and to a lesser extent

subsidiaries, was also mentioned by nearly half of the legal practitioners replying to the supporting

study surveys. The existence of costs for companies (time, legal cost and fees) in such cross-border

situations was also confirmed by the targeted interviews with practising lawyers. These

administrative barriers create a significant administrative burden (time, legal cost and fees) for

companies as shown by a concrete case below.

According to a lawyer interviewed in the context of targeted consultations

, to

obtain a

company extract about the parent company when establishing a subsidiary in another

Member State, the following steps need to be taken, resulting in the following costs:

1) Identification that the business register is the official one (and not just e.g. a commercial

database). This, including getting a company extract may require the involvement of a lawyer,

which might cost up to EUR 100 and, depending on whether a cooperation with a lawyer in that

Member State already exist or not, take time (up to 7 days).

2) Delivery of the company extract is free of charge in some Member States, but in others it is

against a fee.

3) Depending on the form of the extract, obtaining notarisation and/or apostille, which in practice

usually requires involving a lawyer, takes up to 7 days and costs up to EUR 300 (EUR 150 for

notarisation and apostille and EUR 150 for foreign lawyer’s assistance)

4) Sending the paper document: up to 3 days and cost of the courier fees of ca. EUR 30.

5) An official translation: depending on the size of the document, up to 3 days, cost ca. EUR 100.

This means that to get an official extract, which can be used in another Member State where

the subsidiary will be set up, may cost up to 530 EUR and take up to 17 days.

This experience was confirmed by other sources (other bilateral interviews and desk research)

. In

practice, this means that companies setting up a subsidiary or a branch in another Member State

cannot yet rely on the once-only principle. This is also reflected in the calls in the EU Start-up

Nations Standard

to make it possible to submit legal documents from other EU jurisdictions as

See Annex 2 with synopsis report on consultation activities for more detail.

Interview with a Polish lawyer.

Furthermore, different costs for cross-border use of company information, such as costs of company extract, cost of

legalisation/apostille, costs of certified translation were gathered through legal mapping of all Member States in the

supporting study (Annexes 6 and 7).

Startup Nations Standard.

kom (2023) 0177 - Ingen titel

proof for the incorporation of a start-up (or creation of a subsidiary of an existing start-up

expanding in the single market).

2.4.

Direct use of company information is hindered or not possible in all cross-border

activities and situations, including administrative and court procedures

Companies often need to provide information about their registered office, legal representatives,

their status, object of the company or its activity in the context of administrative procedures, e.g. to

obtain funding or for social security purposes, authorisations, public procurement, taxation, or in

court proceedings in another Member State. These requirements are based on different sectoral

requirements, which result in a situation where companies often have to provide similar information

for different purposes in a cross-border situation despite the fact that such information is already

available in their national business registers. Companies also often need to prove to the authorities

that they are an EU company, e.g. in the example about European Product Registry for Energy

Labelling (EPREL) explained above. However, based on sectoral EU legislation, it is sometimes not

clear what specific information a company needs to provide to prove this.

The consultation activities confirmed that companies face difficulties or find it impossible to use the

information, which is already in their national business register, also in other cross-border

situations, including when dealing with competent authorities or in court proceedings in another

Member State. This was the case for a majority (73%) of companies in the public consultation. The

company data in the business register of one Member State is often not accepted as evidence in

other Member State, probably due to the perceived risk of inaccuracy of the registered information

from another Member State; instead, they require additional evidence and extra formalities, which

generates costs and delays for the parties relying on the registered information

. Such further

conditions are imposed due to

lack of trust

in cross-border company data, even if company

documents and information from the business registers of other Member States are accepted among

EU Member States.

Similarly to setting up subsidiaries and branches cross-border, the main difficulties mentioned by

stakeholders in the public consultation and by SMEs in the SME panel also related to requirements

of certified translation of company documents and their legalisation/apostille. For instance, 33% of

SMEs with experience of setting up subsidiaries or branches abroad needed certified translations

and 22% - legal certification (apostille); and over half of SMEs involved in cross-border court

proceedings needed certified/sworn translation of company information/documents. Similarly,

more than half of legal practitioners and of public authorities responding to the surveys for the

supporting study needed certified or sworn translations of documents (64% and 53% respectively)

and 45% of practitioners and a third of authorities also mentioned the need for authentication

(apostille) in administrative and court procedures. Furthermore, 60% of the legal practitioners faced

difficulties dealing with company law procedures due to differences in electronic formats required

by authorities and courts, and 50% due to requirements from business registers.

These difficulties and requirements often lead to administrative burden, additional costs and delays

as shown in a concrete example below.

A lawyer interviewed in the context of targeted consultations

indicated the following main

problems/costs to access and use company information from business registers:

Local access:

often not possible to access public information remotely,

ICLEG report on the use of company data (to be published on the Commission company law policy website and in

the Register of expert groups once finalised).

Interview with a Spanish lawyer.

kom (2023) 0177 - Ingen titel

2) Need for

translation

into the local language,

Apostille,

Delays

due to legal formalities,

Legal costs

of approximately EUR1,000 / EUR 2,000,

Internal costs for the managers

of the companies to manage it. Increased bureaucracy, and

"Opportunity" cost

that discourages the closing of transactions or discourages the pursuit of

cross-border alternatives.

These difficulties may have an important impact on the transaction or can even have a deterrent

effect, in particular for SMEs, which have less resources and knowledge to handle formalities and

procedures and are often obliged to pay services providers or lawyers to handle those. It has been

estimated that where a big company spends one Euro per employee because of a regulatory duty, a

small business might have to spend on average up to ten Euros

. 64% of SMEs with experience of

setting up cross-border subsidiaries/branches responding to the SME panel faced administrative

costs or time consuming procedures when dealing with authorities in other Member States.

In addition, the company extracts, which confirm that the company is validly incorporated and

exists (i.e. an “identity card” for companies), vary between Member States and cannot be used in

cross-border situations without burdensome and costly formalities. As shown by targeted

consultations with legal professionals and also examples below, the procedures vary from one

Member State to another, or even within the Member State, and it is difficult or sometimes even

impossible at the beginning of a procedure to establish what documents are needed and with which

formalities, and whether a company extract will be accepted by public authorities in another

Member State, leading to legal uncertainty.

Examples of additional requirements imposed by courts or authorities

As regards the power of the director(s) to represent the company, for example,

German courts

often require a certificate by a German notary who accessed the register in another Member State

and attests that the information about the power of representation is correct. Where the legal value

of the foreign register does not correspond with that of the German register (at least from the court’s

point of view), because the foreign register does not verify the accuracy of the information, German

courts do not even accept this and require various other documents (varying from court to court).

The above-mentioned examples are based on judgments of the German courts, which mostly

concerned UK companies. They were cited in an academic paper

and according to an expert view,

the position of the courts would presumably be the same with respect to, for example, Irish or

Danish companies.

The

Supreme Court of Justice of Austria

(OGH) held in 2015 that if an Austrian notary gets an

excerpt from the Dutch companies register and certifies it, this document does not have the

evidentiary value of a public document. It can thus not be used to prove who can represent the

company for purposes of entry into the Austrian land register. The OGH reasoned that in case of

foreign registers, it can be difficult for the notary to check the plausibility of the register data due to

the different legal system and language. According to an Austrian practitioner, excerpts from

company registers of other EU Member States are usually accepted by the Austrian land register

‘Models to reduce the disproportionate regulatory burden on SMEs. Report of the Expert Group’, European

Commission, May 2007

ICLEG report on the use of company data.

kom (2023) 0177 - Ingen titel

and the Austrian companies register if there is a certified translation and an apostille. Sometimes the

registrar also requires a certified translation of the apostille.

The magnitude of costs due to obstacles when using company extracts cross-border could be high

because such extracts are very important for companies and legal professionals who rely on them to

confirm information about companies and identify them, and because they are frequently used for

many different purposes in cross-border situations. For instance, they are needed to obtain different

permits and certificates, to open a bank account for the company, to take part in public tenders, to

apply for funding, and in many other cross-border situations such as the conclusion of a cross-

border contract with clients and suppliers or the verification of company’s legal capacity before the

court of another Member State. The company extract is also required by EU law in certain

procedures

For example, a lawyer from Poland who took part in a workshop organised for the supporting study

mentioned that in case of any administrative or court proceedings in Poland (whether initiated by

the represented company, against it or including its participation in any other way), a standard set of

Power of Attorney (PoA) document and a company excerpt from the relevant register are both

necessary attachments to any filing. Power of Attorney (PoA) is needed to prove that a lawyer can

represent the company and the company extract is needed to prove that the person signing the PoA

is indeed registered in the business register as authorised representative of the company (e.g. board

member).

2.5.

What are the problem drivers?

2.5.1. Company data is not available in business registers and/or cross-border through

BRIS

Currently, EU company law lays down harmonised disclosure requirements, which regulate which

information companies need to disclose, i.e. make it publicly available through submitting such

information in the business register, and through BRIS. However, the Codified Company Law

Directive covers disclosure requirements only for limited liability companies, as listed in its Annex

II, and only the information that is listed in its Article 14 such as company name, legal form, the

instrument of constitution, registered office, authorised legal representatives or accounting

documents. Articles 18 and 19 stipulate which information is available through BRIS as well as

which information is available free of charge via BRIS.

This means that the disclosure of other company information is currently not required by EU

company law rules and is left to national laws; therefore, national business registers may store and

give access to more data on companies than is required by EU company law. This includes, for

instance, information on legal forms other than limited liability ones (including e.g. partnerships).

For instance,

partnerships

are registered in business registers in all Member States, yet there are

some differences between the types of partnerships and types of information made available about

them across the EU.

Also, even if this data is available in national registers, it is not available at

EU level through BRIS and it is thus more difficult and burdensome to access the information on

those companies cross-border.

ICLEG report on the use of company data.

E.g. Commission Implementing Regulation (EU) 2021/1224 on the EU Schengen Area Entry/Exit System (EES), Art.

10, paragraph 6.

See Annex 12.

kom (2023) 0177 - Ingen titel

Some other information on companies that is important for stakeholders, e.g.

on groups of

companies and ownership,

is only available in some business registers and it may be dispersed in

different documents or databases, not publicly available or not available at all. The supporting study

found that 24% of the responding business registers have information about the structure of the

group and EU parent company and 19% about the third country parent company as well as

information on the ownership rights between the members of the group.

In some other Member States, there are only indirect means of disclosure of the group’s affiliation,

for example through identification of controlling shareholders, including e.g. IT, AT, DE or PL.

This information is disclosed in the national business registers but only for private limited liability

companies (although in IT, the identity of the shareholders of a public company is also disclosed

together with the financial report on an annual basis).

However, it requires burdensome “upstream

research” of the entire shareholding chain in order to find who the ultimate parent of a particular

subsidiary is, and this research might not provide information on intermediate parent companies

registered abroad

In EU company law, the single-member company Directive

requires that single members are

disclosed in the business register or entered in a register kept by the company and accessible to the

public. Other EU law provides certain rules on the information related to the groups of companies.

Pursuant to the Accounting Directive

, the parent company established in the EU and preparing

consolidated accounts must include all the group member companies in the notes to the

consolidated accounts

. However, this provides a “list” of subsidiaries rather than complete

information on the structure of the group and focuses on companies preparing consolidated

accounts. These rules are subject to national exemptions, as a result of which for instance in Spain,

only around 1000 companies provide consolidated accounts

. In addition, larger companies have to

disclose in the explanatory notes to their individual financial statements the name and registered

office of the ultimate parent company

drawing up consolidated financial statements and the next

upper intermediate parent

. As regards subsidiaries, the disclosure obligation does not apply to

subsidiaries that are small companies, unless a Member State went beyond the EU requirements

Yet other EU disclosure requirements may apply only to certain members of the group (e.g. listed

companies) and not for the whole group

. In other cases, disclosure requirements related to group

related information might be for specific purposes and therefore not allowing an overview of the

group. For instance, the AML Directive requires public disclosure about beneficial owners (natural

person(s) as ultimate owners) of legal entities

Some other company information might be even more difficult to find because it might not be

available in national business registers. For instance, this is the case for information about the

Supporting study.

ICLEG report on transparency.

Directive 2009/102/EC.

Directive 2013/34/EU

Article 28 (2) of Directive 2013/34/EU.

ICLEG report on transparency.

Article 17(1)(l) of Directive 2013/34/EU.

Article 17(1)(m) of Directive 2013/34/EU.

As allowed by Article 16(2) of Directive 2013/34/EU.

For example, in EU capital markets rules, listed companies have a duty to disclose a) the crossing of pre-determined

percentages as regards voting rights held by their own shareholders (Directive 2004/109/EC), b) a duty on issuers to

identify their controlling shareholders (Regulation (EU) 2017/1129) or c) a duty to include in the annual report

additional information on shares with special control rights (Directive 2004/25/EC).

ICLEG report on transparency.

kom (2023) 0177 - Ingen titel

effective place of management of companies,

head office, principal place of business, central

administration, the location where the most important decisions are taken by the company’s

management,

the location where the main economic activities of the company take place

similar concepts. In the supporting study out of 22, seven Member States indicated that they record

information on both the place of effective management and the place of the main economic

activities.

As regards the information on the effective place of management of companies, some Member

States which have this information in the register are those, which require a “real seat” of the

company in their territory as a condition for establishment there.

2.5.2. Limited functionalities in BRIS (e.g. search criteria, no interconnection with other

EU interconnection systems)

BRIS is currently not connected to other interconnection systems relating to company-relevant

information. The interconnection of all insolvency registers (IRI)

was established in 2021

following Regulation (EU) 2015/848 and is accessible on the European e-Justice portal. The

beneficial ownership registers interconnection system (BORIS)

became operational in 2021 on the

basis of Directive (EU) 2015/849 as amended by Directive (EU) 2018/843. The BORIS

interconnection uses the same technology and technical infrastructure created for BRIS (i.e. the

"European central platform"). All these interconnections have different lifespans and have been

developed separately, although all are accessible on the European e-Justice portal and two of them

(BRIS and BORIS) use the same infrastructure and technology.

The functioning of BRIS is based on the EUID, which every limited liability company has. The

EUID also links these companies and their cross-border branches. The EUID is free of charge and

builds on national registration company and contains the following elements: a) country code, b)

business register identifier and c) company’s registration number. It is also compliant with ISO

6523. However, the EUID in BRIS is currently available only to limited liability companies and

their cross-border branches and, with the exception of BORIS, it is currently not used to link

company information stored in different registers

Finally, the harmonised criteria for the BRIS search service provided on the European e-Justice

Portal were established by the Commission Implementing Regulation 2021/1042

. It allows the

search via BRIS by company name and registration number. This is based on the information

disclosed and available through BRIS in accordance with the Codified Company Law Directive.

However, the need for increased and more sophisticated search criteria goes hand in hand with the

increasing need for more company information.

2.5.3. Different intensity and procedures in Member States to verify the correctness of

company information before it is entered in business registers

Currently, EU company law lays down limited harmonised obligations to verify how company data

should be checked before it is entered into business registers. Article 10 of the 1968 First Council

Directive

(

now Article 10 of the Codified Directive) requires Member States to provide for either

i) preventive administrative or judicial control at the time of the formation of the company; or ii) for

the instrument of constitution, the company statutes and any amendments to those documents to be

European e-Justice Portal - Bankruptcy & insolvency registers - search for insolvent debtors in the EU (europa.eu)

European e-Justice Portal – Beneficial ownership registers interconnection system (BORIS) (europa.eu)

For an example of the use of EUID for other authorities, see example on EPREL above.

EUR-Lex - 32021R1042 - EN - EUR-Lex (europa.eu)

First Council Directive 68/151/EEC.

kom (2023) 0177 - Ingen titel

drawn up and certified in due legal form. However, it leaves it to the Member States to specify the

items to be checked, the intensity of the checks and other details of the process. This was due to

differences between the standards of Member States at the time of the adoption of this provision in

1968

. More recently, Directive (EU) 2019/1151 introduced minimum harmonisation for ex-ante

checks (e.g. checking the identity of the natural person) applicable to fully online

formation/registration of certain companies (private limited liability companies) and to the fully on-

line filing of documents to the business register by all limited liability companies

. They were

introduced primarily to provide safeguards against any abusive/fraudulent use of online procedures

and not specifically to ensure realiability of data; they only apply to on-line procedures while for

any offline procedures and for formation/registration of other company types, there are no

mandatory EU rules.

As to national rules in place, all Member States carry out, to a certain extent, an ex-ante scrutiny of

company documents and information, i.e. check or verify those, before they are entered in the

business register. However, there are different approaches in Member States based on their legal

traditions. The differences relate to the intensity of checks, procedures or also to the person/body in

charge of verifying the information (e.g. notaries or lawyers together with the business register or

only the business register).

2.5.4. Company data originating from other Member States’ business registers is not

recognised cross-border and subject to formalities

The acceptance of company documents or information from other Member States’ registers by

authorities or courts is usually subject to some conditions. Most national authorities or courts

require an apostille to accept company documents/information from other Member States’ business

certificate issued by a competent authority which proves the authenticity of the document, and

which is then recognised by all countries party to the

Hague Convention (Apostille Convention)

All Member States are party to this Convention and it applies to public documents, including

administrative ones, which, in turn, include extracts from business registers

. Eight Member States

(AT, BE, BG, DK, EE, ES, LV, and SI) have implemented apostilles in electronic format

. In a

limited number of countries, there are bilateral agreements, which simplify this procedure.

However, it seems that many of these agreements are restricted to civil status documents. The scope

of these agreements may also vary and there is a certain degree of uncertainty as to whether or not

they apply to documents from other Member States’ business registers. In addition, all

documents/information from business registers are not treated in the same way. While an extract

from a foreign business register would be considered as a foreign public document, other

information not in the form of an official document would be treated as private documents.

This

means that in practice, the situation is not clear and the conditions for acceptance of documents and

the requirements to have apostille vary depending on circumstances and purposes across Member

The approaches varied e.g. between DE, which required both judicial control and notarisation of the statutes, IT

where judicial control was needed or BE and LU which called for notarisation of the statutes only.

Articles 13g and 13j

Directive (EU) 2019/1151.

More detailed information will be presented in tables in Annex 12.

Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (the

Apostille Convention),

The Hague Conference on Private International Law, Permanent Bureau,

Apostille Handbook, A Handbook on the

Practical Operation of the Apostille Convention, 2013.

See the

Implementation Chart of the e-apostille.

Supporting study.

kom (2023) 0177 - Ingen titel

States

. The legal uncertainty created by unclear and varying rules and practices is confirmed by

targeted consultations. While the Public Documents

Regulation

removed

unnecessary formalities

(apostille) for citizens, companies in cross-border situations continue to face the legal uncertainty

and administrative burden.

Meeting this requirement can be costly and costs for apostille vary across Member States, as shown

in the table in Annex 8. Applying for an apostille can also cause additional costs in terms of time. In

addition to legalisation/apostille requirements, documents or information must also be typically

translated into the language of the relevant Member States by certified translators.



According to a law firm interviewed as part of the targeted consultations, it took almost

two

months

to obtain the information to conclude a cross-border acquisition of a Spanish company

by a French company, mainly because of the delay in

obtaining the apostille

for the

information received from the business register.



For instance, for the documents from another Member State’s business register to be recognised

as legal evidence for legal proceedings in a Spanish court, the formal authenticity of the

documents needs to be confirmed (e.g. by apostille), they need to be translated into Spanish

As regards requirements when a (parent) company sets up branches or subsidiaries in other Member

States, the business register or the body/person in charge in that country requests information about

the parent company in addition to information about branch or subsidiary. For example, for the

setting up a cross-border branch, all Member States (except DK) require additional

documents/information compared to those required for setting up domestic branches. This includes

information relating to the foreign (parent) company e.g. its name, legal form, amount of the

subscribed capital, information on its corporate status, annual financial statements, proof of the

registration of the foreign company in the relevant business register or copy of the instrument of

incorporation

. Although this information already exists in the business register of the parent

company, the companies are still often required to re-submit it with formalities, including

translation and legalisation/apostille. Similar rules apply when setting up cross-border subsidiaries.

Only a few Member States (e.g. BG, EL, LT and LV) retrieve the documents required for the

registration of branches of foreign companies directly from other business registers. Some others

responded to the surveys for the supporting study that their national rules did not provide for a

direct retrieval of information from other Member State business registers, or that the technical

means for a direct retrieval of data from other business registers was lacking, or that all information

necessary to set up a branch in some Member States was not available through BRIS

2.5.5. Divergent company extracts

Business registers in most Member States issue company extracts. The aim of these documents is to

provide in one document basic or more detailed company data that is available in the business

Supporting study.

Regulation (EU) 2016/1191

amending Regulation (EU) No 1024/2012

Article 323.2º of Civil Procedure Law regarding legalisation; Article 144 of the Civil Procedure Law regarding the

translation; and Article 323.1 of the Civil Procedure Law regarding the formalities in the other Member State. For

consolidated jurisprudence in Spain on this issue, see e.g. Resolution of Supreme Court of Spain of 21/11/2016.

Supporting study

Supporting study.

kom (2023) 0177 - Ingen titel

different practices across Member States with regard to the structure and content, length, cost of

company extracts and regarding languages in which they are issued

2.6.

How likely is the problem to persist?

If no additional EU action is taken in this area, overall, there will continue to be

limited

transparency and limited availability of reliable company data in business registers and at EU

level (through BRIS)

about 16 million limited liability companies and about around 2 million

partnerships. Furthermore,

barriers to direct use of company data in cross-border situations

will continue to exist, including insufficent use of the once-only principle

and therefore, double

requirements for companies when setting up cross-border subsidiaries or branches.

At the same time, users’ needs will be likely to evolve. In line with digital developments, the

interest in company data is increasing and stakeholders will continue to be more and more

interested in easy access to reliable/official company data for different purposes. In response,

Member States are already making efforts and will most likely continue to improve (and digitalise)

company law procedures and access to company data at national or regional level, as well to

connect companies and different authorities or connect different authorities. The Nordic Smart

Government (NSG) project run by the Nordic trade registers, which aims to enhance the automation

and use of financial data between companies and from companies to the authorities

, or the

cooperation between the Estonian and the Finnish registers to simplifiy cross-border data

exchange

, are examples of such regional developments. However, without EU level action, such

national or regional developments would not be able to create a reliable and trustworthy business

environment and remove barriers to the use of company data when setting up cross-border

subsidiaries and branches and in other cross-border situations, including administrative procedures

and court proceedings. In certain regions, as a result, companies would be in a more preferential

situation than in others.

The reforms in the third countries close to the EU would also be likely to continue and have an

impact on developments in the EU. For instance, the United Kingdom is about to perform a major

reform of its business register as it is considered to be a key element of the information architecture

of the UK economy and estimated that to be worth £1-3 billion to its users. The reform is meant to

respond to current challenges and in particular to concerns about the accuracy of the companies’

fraud

The commercial service providers would also continue to sell company data online against

substantial fees, however, they would not be able to provide up-to-date company data for official

use, on which third parties can rely and which is required by public authorities and which can be

obtained from business registers and through BRIS. In addition, other types of commercial service

providers such as those offering services to obtain company extracts from business registers,

including apostille and translations, would continue to emerge. This could aggrevate the difficulties

to identify the official source of company data on-line.

More detailed information is presented in tables in the Annex.

Nordic Smart Government

(Denmark, Finland, Sweden, Iceland and Norway).

Commercial registers of Estonia, Finland sign agreement on data exchange :: The Baltic Course | Baltic States news

& analytics (baltic-course.com).

Corporate Transparency and Register Reform White Paper (publishing.service.gov.uk).

kom (2023) 0177 - Ingen titel

New targeted initiatives or sectoral legislation might be also put forward at national or EU level,

with an aim to fill in this gap in company information, requiring companies to submit information

for their purposes, and possibly creating new EU databases or EU level registries. This would likely

result in multiple and overlapping reporting requirements and thus increased administrative burden

for companies given that company registration is a national, EU and international level legal

obligation and the other initiatives would not be able to replace it but would in practice only add to

it. Any new databases or registries would also require public funding both at national and EU level,

leading to unnecessary additional expenses at both levels, given that business registers and BRIS

already exist and can be extended.

In general, the work towards providing key public services online for European citizens and

businesses and creating connected public administrations, including through the use of the once-

only principle, would be ongoing following the Communication 2030 Digital Compass, towards the

target of 100% of key public services being available online for European citizens and businesses

by 2030. However, while Member States would continue to work towards that target at national

level, without a targeted EU initiative, these objectives could not be achieved for cross-border

procedures between companies and public authorities (in particular business registers), which rely

on the use of the official company data in business registers. These would continue to be hindered

by burdensome formalities. Similarly, solely actions at the national level would not be sufficient to

apply the once-only principle for setting up of cross-border branches and subsidiaries.

HY SHOULD THE

EU A

3.1.

Legal basis

This initiative aims to enhance transparency in the Single Market by increasing the amount and

improving the reliability of company information available in national business registers and at EU

level (i.e. cross-border through BRIS) and thus complement the existing harmonised disclosure

requirements enshrined in the Codified Company Law Directive. In addition, this initiative aims to

ensure legal certainty and lift barriers to the use of company information in cross-border situations,

including administrative procedures and court proceedings, and when setting up cross-border

subsidiaries and branches, and thus enhancing and facilitating the freedom of establishment by

companies. For these objectives to be achieved, in line with the Codified Company Law Directive,

the appropriate legal basis for the initiative is Article 50 of the Treaty on the Functioning of the

European Union (TFEU), in particular articles 50(2) (b) (close cooperation between the competent

authorities in the Member States), 50(2) (c) (abolition of administrative procedures and practices

forming and obstacle to freedom of establishment), 50(2) (f) (progressive abolition of restrictions on

freedom of establishment) and 50(2) (g) (coordination measures concerning the protection of

interests of companies’ members and other stakeholders) should be envisaged. In addition, Article

114 of TFEU could possibly be added.

3.2.

Subsidiarity: Necessity of EU action

As the problems described earlier show, the current situation is mainly caused by divergent national

rules and lack of appropriate rules at EU level. First, to increase the scope of available company

data at EU level through BRIS, a coordinated action is required to ensure that all Member States

have the data in their business registers and that the data is accessible comparable and multilingual

format centrally at EU level through BRIS. Similarly, co-ordinated action is required to ensure that

there are common checks of company data before it is entered into a national business registers to

improve its reliability and facilitate its use in a cross-border situations. Finally, to enable the cross-

kom (2023) 0177 - Ingen titel

border use of company data including the application of the once-only principle requires the

elimination of barriers.

Therefore, Member States acting individually could not satisfactorily remove the barriers because

rules and procedures would need to be compatible and coherent in order to work in cross-border

situations. A coherent legal framework for cross-border transparency and availability of company

data, and for cross-border use of company data can be achieved exclusively at EU level.

3.3.

Subsidiarity: Added value of EU action

There is a strong value added of action at EU level in the context of this initiative because it focuses

on cross-border issues. Improving the availability and reliability of comparable and multilingual

company data at EU level and cross-border is an objective that needs to be achieved at EU level. In

addition, EU action is needed because this initiative aims to build on BRIS, which is an already

operational EU level system of interconnection and provides for multilingual and comparative

company information cross-border. Similarly, the value added from linking the EU level systems of

interconnection of registers can also be only achieved by an EU action. Common rules are also

required to ensure that similar checks of company data are carried out before it enters business

registers and only those can result in increased legal certainty about company data for companies,

authorities and other stakeholders in the Single Market. The objective of enabling direct use of

company data from business registers in cross-border situations equally requires action at EU level

to introduce the once-only principle or provide for a common company extract that would be

recognisable in all Member States. In line with the principle of proportionality, the planned

initiative will not go beyond what is necessary to achieve its objectives by targeting specific cross-

border issues (i.e. needs of direct users to access and use cross-border official company data from

business registers) which could not be achieved by Member States on their own.

BJECTIVES

: W

HAT IS TO BE ACHIEVED

The general and specific objectives of this initiative are presented in the following figure.

Objectives

4.1.

General objectives

In order to respond to the problems identified, the overarching aim of the planned initiative is to

contribute to the creation of a more integrated and digitalised Single Market by creating more

kom (2023) 0177 - Ingen titel

reliable legal framework that provides legal certainty for companies and other stakeholders while

contributing to the fight against abuse. The objective is to enhance transparency about companies in

the Single Market, through the use of digital tools (such as BRIS), to create trust between Member

States, while at the same time reducing overall administrative burden for companies and other

stakeholders in cross-border situations. The aim of the initiative is also to enhance cross-border

cooperation in particular between business registers (more connected public authorities) in the

Single Market and at the same time, to make it easier for SMEs to expand cross-border.

In addition, by building on the “first hand” information about companies in business registers and

their interconnection at EU level, the planned initiative would encourage more authorities (e.g. tax

authorities) to use the company data directly from the business registers and BRIS and thus reduce

the burden on companies by extending - de facto - the application of once-only principle (i.e.

companies would not need to submit the information to authorities because authorities would access

directly the information in the business registers). The initiative would also lay down the

foundations for more connected public administrations cross-border in the Single Market by making

it possible to connect other EU level systems/registers to BRIS.

This would contribute to complementing the Single Market, in particular for digital as called by the

European Council conclusions of 24-25 March 2022.

4.2.

Specific objectives

To address the problem drivers, the planned initiative aims to meet the specific objectives as

explained below.

4.2.1. Increasing the amount and improving the reliability of company data available in

business registers and/or BRIS

The first objective is to make more information about EU companies available in business registers

and in particular in BRIS. The consultation activities for this IA showed demand for more company

data, with 87% of respondents to the public consultation in favour of more harmonised company

information being made available on a cross-border basis (through BRIS), with majorities in favour

across stakeholder groups

. The planned interventions would seek to do this by building on the

company information, which is available in the national business registers and making it available

at EU level in BRIS. In addition, based on stakeholder needs, the initiative would seek to provide

access to more information both in national business registers and BRIS. However, having more

information available alone would not meet the objective sought. All the stakeholders, authorities

and public at large need to be able to trust that the information about companies is accurate, up-to-

date and trustworthy so that they can rely on it for their business purposes or in administrative or

court procedures. Therefore, the initiative also seeks to ensure that company data, which is entered

into business registers and which is also accessible through BRIS, is accurate, up-to-date and

trustworthy. Finally, in order to further enhance the access to company data, the initiative seeks to

improve the ways of searching for company information in BRIS and to find synergies between

BRIS and other EU level register interconnection systems, which contain company information.

All responding companies and legal professions, 93% of public authorities, 81% of EU citizens and 68% of business

associations were in favour.

kom (2023) 0177 - Ingen titel

4.2.2. Enabling direct use of company data available in business registers when setting

up cross-border branches/subsidiaries and in other cross-border activities and

situations

The second objective is to enable the use of the company information available in business registers

and in BRIS in cross-border situations. In consultation activities stakeholders in general confirmed

the existence of obstacles to cross-border use of company data and were overall supportive of

introducing measures to help companies when setting up subsidiaries/branches or in contacts with

authorities/courts in other Member States. First prerequisite for this is that company data in business

registers is reliable, which is addressed under the first objective. This also shows the interlinkages

between different problem drivers as well as between the objectives. The second prerequisite for the

cross-border use of company data is that its use is not hampered by costly and time-consuming

formalities creating administrative burden, complicating and slowing down procedures. Therefore,

the planned initiative aims to address the administrative barriers and formalities as well as the

diversity of national company extracts, which EU companies need use when operating cross-border.

Finally, concerning setting up of cross border subsidiaries and branches, the initiative aims to

ensure that the company doing such cross-border expansion would not need to file information,

which already exist in its own business register, twice or more and thus could rely on the

application of the once-only principle.

HAT ARE THE AVAILABLE POLICY OPTIONS

5.1.

What is the baseline from which options are assessed?

In the absence of any EU action, the BRIS could not provide access to any new information beyond

what is regulated by Articles 14 and 19 of the Codified Company Law Directive. Information on

other types of companies would remain available only in the national business registers, while other

information (such as on groups) would continue to be only sporadically available. Stakehdolers

would need to access each national business register separately to find such information (in case it

exists) in other Member States, including the associated difficulties to compare such data as well as

the language barriers. This would mean that all stakeholders, be it companies, investors, creditors,

legal professionals, authorities or the public in general would neither have access to additional

comparable official information at EU level about 16 million limited liability companies in the EU

nor to information about around 2 million partnerships.

The implementation of the Anti-Money Laundering Directive

improves transparency by making

information about beneficial owners of legal entities and arrangements publicly available, but it

does not provide access to any other information about corporate entities. In addition, not taking

further action to increase transparency about companies at EU level could mean that certain

company types, on which there is less transparency, could be used for fraudulent/abusive purposes.

As regards ex-ante verification of company data, some progress would be achieved through the

implementation of the 2019 Company Law Digitalisation Directive which introduced some basic

ex-ante checks (e.g. checking the identity of the natural person) before the company (mainly private

limited liability company) is registered fully on-line or when the company files fully on-line new

information into the business register. However, the primary aim of those checks is to provide

safeguards against any abusive/fraudulent use of online procedures and they are limited to online

procedures. Thus, in general, the reliability of company data cross-border would continue to create

a problem for the cross-border use of such data.

Directive (EU) 2015/849 as amended by Directive (EU) 2018/843.

kom (2023) 0177 - Ingen titel

The possibility to use company data in cross-border situations would continue to be hindered by

costly formalities or sometimes even be impossible. As to the SMEs, which represent 98-99% of

limited liability companies in the EU, these problems could affect around 40% of SMEs

, as those

are engaged in cross-border activities. It would be unlikely that without any targeted EU

intervention the use of the once-only principle (no double submisson of the same information) when

a company sets up cross-border subsidiary or branch would be implemented. Every year, this would

concern around 4,000 new cross-border subsidiaries and 4,500 new cross-border branches. In

addition, no comprehensive simplification in formal requirements could be expected in cross-border

situations. Even if Member States would introduce some changes e.g. digitalise company extracts,

they would continue to be divergent, and not recognised across the Single Market without

translation and further formal requirements (apostille). Thus, companies would continue to face

costly and lengthy procedures due to double submission requirements. This would not only concern

those who set up cross-border subsidiaries or branches but all EU companies which engage in cross-

border activities, be it cross-border trade, services, investment, public procurement, and take part in

administrative procedures in that context, or which are parties to court proceedings.

Other specific EU level initiatives could continue to apply, e.g. the European Single Access Point

(ESAP)

initiative, once agreed upon by the co-legislator. It would facilitate access mainly to entity

and product related financial market information for investors, with the purpose of serving financial

market needs. It would not include any mechanism for cross-border cooperation and exchange of

company data. Also, the Single Digital Gateway would continue to apply, but it does not cover

business registers, company procedures and use of company data in cross-border administrative

procedures. These and some other related initiatives are described in Annex 9.

As a result, in the baseline scenario costs would remain significant for users. Limited transparency

would maintain higher costs for accessing cross-border company data and companies and other

stakeholders would continue to be hindered and face costs when trying to use cross-border company

data in administrative procedures or court proceedings or when trying to expand their business

activities through subsdiaries or branches cross-border. This would lead to missed opportunities for

companies in the Single Market.

5.2.

Description of the policy options

This section describes policy options which address the drivers described in section 2.2 above. They

aim to i) make more company data available in business registers and accessible cross-border

through BRIS, ii) interconnect BRIS with other systems and enable better searches, iii) to make

such company data in business registers and BRIS more reliable and iv) enable the cross-border use

of company data from business registers in cross-border situations. The preferred option will be

presented as a package of measures.

All the policy options presented in this section are based on legislative measures. This is because

this initiative builds on the existing EU company law. The Codified Company Law Directive

regulates company information available in business registers and through BRIS and the related

implementing acts ensure the uniform technical implementation of these legal obligations (e.g.

comparability of data in BRIS and interoperability). Finally, the described drivers, which the policy

IA on public documents. Other sources showed similar data, e.g. more than one third of SMEs (36%) imported from

another country within the EU, while 30% exported to another EU country, according to the 2015 Eurobarometer 421

on internationalisation of SMEs (fl_421_sum_en.pdf). According to the 2018 report on “SMEs growing beyond

borders”, the proportion of exporting SMEs varies somewhat across the various databases, ranging from 42% to 54%

(SME

Performance Review (europa.eu)).

Proposal for a Regulation establishing a European single access point providing centralised access to publicly

available information of relevance to financial services, capital markets and sustainability (COM/2021/723 final)

kom (2023) 0177 - Ingen titel

options aim to address, are all of legal nature and it would be only possible to address them through

legal action.

The following tables summarise the baseline scenario and how the different policy options can

address the different drivers. The overall intervention logic, which shows how policy options

address the drivers (i.e. causes of the problems) in order to meet the specific and the general

objectives is included in Annex 5.

5.2.1. Policy options 1 to make more company information available in business

registers and/or BRIS

In order to contribute to the specific objective 1, namely to increase the amount of company data

available in business registers and/or BRIS, a number of options are considered. The policy options

consist of different clusters of company data, which vary in terms of whether data is already

available in business registers or not as well as in terms of scope i.e. number of companies covered.

The policy options are not based on a specific threshold (certain turnover, number of employees)

because to address stakeholders’ needs and to increase transparency in the market, it is not possible

to differentiate companies according to thresholds. Therefore, the policy options include the entire

clusters.

Under

option 1a,

information about other types of companies than limited liability ones, i.e.

partnerships, would be also made available through BRIS

. This would apply to around 2 million

partnerships in the EU

. Today, this information is already filed in national business registers but it

is not covered by EU rules. Therefore, this option would introduce certain harmonised disclosure

requirements for partnerships at EU level to ensure that these entities file the same basic

information in business registers regardless of the Member State where they are registered. The

harmonised requirements would build on the example of the existing EU disclosure requirements

Article 16(6) of Directive 2017/1132 lays down requirement that documents and information submitted is stored by

the registers in a machine-readable and searchable format or as structured data (by 1 August 2023). BRIS requires

Member States to exchange specific information as structured data since 2017.

See annex 6.

kom (2023) 0177 - Ingen titel

for limited liability companies

100

but would be adjusted for partnerships on the basis of their

characteristics and taking into account the existing national disclosure requirements for these

entities. In addition, while EU Company Law already requires that third country company branches

are disclosed in national business registers, this option would make information about them

available in BRIS

101

.. In line with the current Article 19 of the Codified Company Law Directive,

this option would make certain information in BRIS accessible free of charge, while for others

Member States could require payment of fees in BRIS.

Under

option 1b,

in addition to information about partnerships and third country company

branches, the information related to cross-border group structures, which is only available in a few

business registers

102

would also be made available in all the business registers and via BRIS. There

are around 135.000 cross-border groups of companies in the EU

103

. This option would thus apply to

around 2 million partnerships as well as to around 135,000 cross-border groups. It would consist of

harmonised requirements for companies to disclose some group-related information, e.g. in terms of

how the group is formed but not covering information related to intra-group transactions or other

activity of economic nature between the members of the group. The disclosure requirements would

not aim to harmonise the concept of a “group” but would rather follow a similar approach to the

current disclosure requirements which do not include any substantive harmonisation, and it would,

to the extent possible, build on the concepts already included in the EU acquis

104

. The company

heading the group would also be required to provide an easy and user-friendly

description/visualisation of the group structure to their national business register

105

. This

information would allow to have a comprehensive overview of a group in one place. In addition to

the above, information about the single member (i.e. ownership) for the single-member limited

liability companies which the EU company law rules already require to be disclosed in the business

106

, would be made available via BRIS. Single-

member companies are also often used in group structures

107

Under

option 1c,

information related to their place of management and the place of the main

economic activity of limited liability companies, which is only available in a few business

registers

108

, would also be made available in all the business registers and via BRIS. Therefore, this

option would apply to around 2 million partnerships, around 135,000 cross-border groups and to

around 16 million limited liability companies. Similarly as for groups, this option would involve

introducing new disclosure requirements at EU level, as this information is currently most often not

required or disclosed by business registers, and this option would also not aim to harmonise these

concepts at EU level

109

In addition, a few stakeholders suggested that BRIS should give access to all information available

in national business registers. However, given the way BRIS is technically constructed including as

regards the data comparability and interoperability, this is not a technically feasible option.

100

101

Articles 14 and 19 of Directive 2017/1132.

There are no estimations available about number of third country branches in the EU.

102

See Annex 12 for more information.

103

Structure of multinational enterprise groups in the EU - Statistics Explained (europa.eu).

104

Building on e.g. the concepts in the Directive 2013/34/EU (Accounting Directive)

105

E.g. building in the Accounting Directive in terms of frequency of reporting. This structure could also contain

information about other legal entities, other than limited liability companies, e.g. foundations, if these are also part of

the group.

106

Directive 89/ 667/EEC

107

E.g. in case another legal person is the sole member of the company.

108

See Annex 12 for more information.

109

It would follow a similar approach to the current disclosure requirements, which do not include any substantive

harmonisation.

kom (2023) 0177 - Ingen titel

5.2.2. Policy options 2 to interconnect BRIS with other systems and enable better

searches

As an additional element to increase transparency, facilitate access to company information and

thus further contribute to the specific objective 1, policy options 2 would aim to

link BRIS with

other EU level systems of interconnection of registers.

The policy options differ in terms of

scope i.e. which companies would be covered by the interconnection and search facilities as well as

in terms of technical features and functions.

Under

option 2a,

BRIS would be interconnected at EU level with the EU Beneficial Ownership

Registers interconnection system (BORIS), which uses the same technology and technical

infrastructure created for BRIS (i.e. the "European central platform"). The European unique

company identifier (EUID), which limited liability companies and their cross-border branches have

according to EU company law rules

110

and which partnerships covered under options 1 would also

have and which BORIS also requires

111

would be used to link the information available about a

particular company in both registers. In practice, this would mean that when searching for

information about a particular company in BRIS, apart from information available through that

system, one would be also able to find the information accessible through BORIS on the beneficial

owner(s) of that company available for public access (and vice versa). This would mean being able

to search about 16 million limited liabilities and their cross-border branches as well as 2 million

partnerships at once. This would be supported by enhanced search functions in BRIS, enabling

searches by e.g. legal form.

Under

option 2b,

BRIS would not only be interconnected to BORIS, but also to the EU Insolvency

Registers Interconnection system (IRI). This would allow to search for information about a

particular company in BRIS and BORIS (i.e. about all limited liability companies and partnerships

covered by options 1) as well as to find out in IRI if a particular company is insolvent or not,

depending on the availability of this information at national level. The IRI interconnection system is

assessed as a separate option given that it does not use the same technology and technical

infrastructure as BRIS and BORIS, and it does not yet use EUID. Therefore, connection between

BRIS and IRI raises additional issues and requires more development.

110

111

EUID is constructed on the national registration number.

Commission Implementing Regulation (EU) 2021/369

of 1 March 2021 establishing the technical specifications and

procedures required for the system of interconnection of central registers referred to in Directive (EU) 2015/849 of the

European Parliament and of the Council.

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5.2.3. Policy options 3 to ensure an adequate verification of company data before it is

entered into the business register

Policy options 3 aim to contribute to the specific objective 1, namely to

improve the reliability of

company data in business registers.

In addition, by increasing the reliability of company data,

these policy options aim to address the current insufficient trust between Member States and thus

contribute to facilitating direct use of such company data in cross-border situations (objective 2).

The options include the introduction of harmonised rules – ranging from less to more extensive ex-

ante check procedures - to ensure that company data was adequately verified in all Member States

before it was entered in business registers.

Under

option 3a,

business registers

112

in all Member States would need to carry out similar checks

in line with a harmonised list including, e.g. the identity of the applicants and compliance with legal

requirements (legality). Such checks would be carried out before the company data enters the

They would apply to limited liability companies, and also to partnerships as they would be covered

by policy options 1.

Option 3b

would set some additional common procedural requirements to further ensure reliability

of company data in business registers. Such requirements could include e.g. harmonised deadlines

within which companies should file changes to their company data in the register and could require

Member States to have in place measures and processes to ensure timely filing of information and

correct data as well as obligations on business registers to keep their registers updated.

Finally, theoretically, an additional option could be considered to harmonise which authorities

should carry out the ex-ante checks in all Member States. This would ensure the highest level of

checks in all Member States. However, such an option is not included because it would not be a

realistic and politically feasible option given the important divergences between Member States (i.e.

authorities in charge include business registers, notaries, lawyers).

112

In this context business registers include any authority or person or body mandated under national law to carry out

these tasks.

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5.2.4. Policy options 4 to enable direct use of company data from business registers in

cross-border situations

These policy options aim to contribute to the specific policy objective 2 i.e. enable direct use of

company data available in business registers when setting up cross-border branches/subsidiaries and

in other cross-border activities and situations. Whereas policy option 4a focuses on cases when new

subsidiaries/branches are set up, policy options 4b and 4c address the cases where already existing

companies have cross-border activities and/or are parties to cross-border administrative procedures

or court proceedings. Option 4c addresses specific formalities with specific impacts.

Option 4a

would apply when companies set up subsidiaries and branches in other Member States.

It would introduce a requirement that companies would not need to resubmit information already

filed in their national business registers in those cases (once-only principle). In practice, this would

mean that the company setting up a subsidiary or a branch would be only required to file (in that

other Member State) specific information regarding the subsidiary or branch. The needed

information about that (parent) company could be accessed directly through BRIS or it could be

exchanged between business registers via BRIS (as BRIS already provides secure means for

exchange of information between business registers and technical means to implement the once-

only principle in cross-border situations). This could take place in a similar way to the already

existing exchanges of information via BRIS.

Under

option 4b,

in addition to the requirement to apply once-only principle as described in option

4a, a harmonised company extract would be introduced for EU limited liability companies and

partnerships. Companies could use this extract in all cross-border activities and situations (including

administrative procedures and court proceedings) where they need to prove that e.g. their company

is validly incorporated. The extract would contain a common set of information (such as company

name, registered office, legal representatives) and it would constitute a digital company “identity

card” for EU companies. It would follow an example of national company extracts, but in contrast

to those, it would be recognised in all Member States without any further formalities, translated into

all EU languages, and available free of charge. In addition, Option 4b would also put an obligation

on authorities and courts to recognise certain company data (beyond that included in the common

extract) publically disclosed in other Member States’ registers. This would mean that national

registers, authorities or courts would be obliged to accept information from another Member State’s

authorities and courts could consult company information directly in business register and BRIS,

and the company would not be required to resubmit the existing information again (so application

de-facto

once-only principle).

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Option 4c

would add to option 4b and ensure that specific formalities (apostille

113

) for the use of

extract and other company information in business register in cross-border activities and situations

would be abolished between Member States. Instead, business registers should provide electronic

certified copies of the required information. Use of trust services for the electronic copies and

extracts by the business registers is already required by the Codified Company Law Directive

114

. It

would also be possible to obtain certified electronic copies from BRIS. Given that the company data

is digital and mostly machine-readable

115

, this option could also abolish the requirement of certain

certified translations.

5.3.

Options discarded at an early stage

The following policy options were considered but discarded at an early stage and the reasoning is

described in Annex 10:

a) Making information on co-operatives available via BRIS (discarded for reasons of technical

feasibility).

b) Interconnecting BRIS with the Land Registers Interconnection (LRI) (discarded for reasons of

technical and legal feasibility)

c) Introducing harmonised rules for fully online formation for partnerships (discarded for reasons

of legal feasibility (it is needed first to harmonise disclosure requirements for partnerships

before introducing on-line procedures))

d) Introducing measures for virtual registered offices at EU level (discarded for reasons of

political and legal feasibility - premature)

HAT ARE THE IMPACTS OF THE POLICY OPTIONS AND HOW DO THEY COMPARE

This section includes an assessment of the proposed policy options in comparison to the baseline

scenario. The impacts assessed to be relevant for the policy options in this IA were selected on the

basis of their expected magnitude, their likelihood, their relevance to stakeholders and the link to

Commission objectives in line with the Better Regulation Guidelines (see annex 4, section 1.1).

Figure below shows the selected impacts and stakeholders.

Selected impacts and stakeholders

113

In the EU, the procedure of legalisation has been largely substituted by the similar formality of the apostille. In this

Impact assessment, reference to apostille covers both apostille and legalisation.

114

Art. 16a(4) of Directive 2017/1132

115

Art. 16(6) of Directive 2017/1132 requires Member States by 1 August 2023 to ensure in a machine-readable and

searchable format or as structured data. BRIS already requires Member States to exchange specific information as

structured data.

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The assessment of policy options is based on evidence e.g. from stakeholders, literature, previous

impact assessments and/or expert assessment. Each policy option is evaluated on its effectiveness,

efficiency and coherence. Under the effectiveness, it was assessed to what extent the objective is

realised by each policy option. Under efficiency, the policy options were assessed against the

selected impacts and under coherence, the assessment was about what extent each policy option

improves internal and external coherence. All the available evidence is translated into scores (0-5).

In the scoring, the options are compared to the baseline and not between the options (see annex 4,

section 2.1.2).

As to the efficiency assessment, the scoring system (0-5) is similar for costs and benefits compared

to the baseline. This means that a) for the costs, the score shows the increase in costs and b) for

benefits the score shows an increase in benefits. For example, score 0 means that no impact, while

score 2 means rather limited increase in costs/benefits, 5 means very large increase in costs/benefits.

Policy options are then compared to select a preferred option on each main issue.

The following sub-sections summarise the results of the assessment.

6.1.

Policy options 1 to make more company information available in business

registers and/or BRIS

Effectiveness

PO1a = partnerships and third country company branches in BRIS

PO1b = PO1a + cross-border group structures and ownership in national registers and BRIS

PO1c = PO1b + place of management and of the main economic activity in national registers and BRIS

kom (2023) 0177 - Ingen titel

PO1a

Specific objective 1:

Increasing the amount and improving the reliability of company

data available in business registers and accessible cross-border through BRIS

Specific Objective 2:

Enabling direct use of company data available in business registers

when setting up cross-border branches/subsidiaries and in other cross-border activities and

situations

PO1b

PO1c

All the policy options are relevant and would contribute to addressing objective 1 because they will

increase the amount of company data in business registers and BRIS, and address the needs of

stakeholders who confirmed in consultation activities that they needed these types of data about

companies from other Member States. While option 1a will cover 2 million partnerships and also

third-country branches, 1b applies in addition to 135,450 cross-border groups and single member

limited liability companies, and option 1c will add to those information about place of management

and of the main economic activity of 16 million limited liability companies. Option 1c will thus be

most effective as it will make most company information available in business registers and BRIS

and will have most impact on increasing the transparency in the market.

The objective of enabling direct use of company data in cross-border situations will be achieved

primarily by measures described below but policy options 1 will also contribute indirectly as

company data can only be used cross-border if it is available in business registers and cross-border

through BRIS. For the same reasons as above, option 1c will contribute the most to objective 2.

Efficiency

Main categories of impacts

Benefits for businesses

Trust and transparency in the market

Ease of doing business and access to the market (cross-border)

Administrative burden reduction for companies

Costs for businesses

Administrative burden increase for companies (one-off)

Benefits for business registers/public authorities

Savings related to operational costs for business registers (recurrent)

Savings related to operational costs for other public authorities (recurrent)

Costs for business registers/public authorities

Adjustment costs for business registers (one-off/recurrent)

Benefits for society at large (i.e. consumers)

Fight against fraud and abuse

Digital economy

Functioning of the internal market

PO1a

PO1b

PO1c

(not scored separately)

These policy measures will benefit companies, in particular SMEs, as they will more easily find

comparable, multilingual (harmonised) information. Better access to information about business

partners and potential clients in other Member States should make doing business easier for

companies. In addition, better access to data about companies in other Member States for potential

creditors and investors might facilitate access to finance for these companies or encourage

investments in such SMEs. Policy option 1c is expected to bring highest benefits by making most

information available cross-border.

Option 1c will also bring most benefits (as compared to 1a and 1b) to business registers, other

public authorities and courts as having more comparable and easier accessible data should facilitate

their work when they look for information about companies from other Member States. It is clear

kom (2023) 0177 - Ingen titel

from the supporting study survey that public authorities (e.g. tax authorities) have strong interest in

the company data covered by these policy options, in particular about cross-border groups and place

of the main economic activity, both in terms of trust and because this data can contribute to the fight

against anti-competitive behaviour and abuse.

At the same time, depending on the Member State, these options may result in some new filing

costs on companies, which currently do not file such information to the register. The information

under policy option 1a is already filed in business registers, thus no new filing costs are calculated.

As regards options 1b and 1c, all those companies which do not file such information to the

business register today would need to do this as a result of the initiative subject to this impact

assessment. However, after this implementation phase, companies would need to comply with these

disclosure requirements as with any other disclosure requirements. This means that if they

eventually change their place of management or economic activity, they would need to file this

change to the business register. However, such changes are only happening relatively rarely, if not

at all, during the life-time of a company. Concerning groups, in order to avoid cost, this impact

assessment aligns the filing of changes in the groups (i.e. when controlling shareholders change)

with filing of accounting documents (once in a year). As to newly created companies, this

information would be part of the filing for the incorporation/registration of new companies and is

thus assumed to be included in the overall incorporation/registration fee.

The filing costs will be one-off costs and Member States should not charge separately for these

items. Their implementation could be spread over time (i.e. companies will have e.g. 3 years to file

this information). Alternatively, it could be considered that business registers should not charge for

this initial filing to avoid administrative burden on companies and also because this does not

represent a loss of existing revenue for business registers. However, because there are some

adjustment costs for business registers and loss of revenue due to other measures in this initiative,

this impact assessment takes a conservative approach and assesses potential filing costs for those

companies which need to do this new filing.

These costs will be higher under option 1c as more companies fall under its scope, i.e. not only

groups, but all those limited liability companies which do not currently file the place of

management and place of the main economic activity. The potential filing cost is calculated for 14

million companies which is a very high (in other words, conservative) estimate given that such

information already exists in a number of Member States (see footnote 119). On that basis, the costs

are estimated to amount to around EUR 311 million one-off cost

116

. This means around 22 EUR per

company which needs to file this information. These options will also each impose some one-off IT

development costs for business registers, estimated at EUR 2.7 million (EUR 100,000 per Member

State)

117

.The efficiency of this option is overall positive given that in spite of one-off costs for

companies and business registers, it will have strong recurrent benefits in terms of trust and

transparency in the market for all stakeholders, and ease of doing business and access to the market

for companies. Although it is difficult to estimate the value of information, according to the recent

116

According to the supporting study, in 7 Member States both information about the place of management and place of

the main economic activity is already registered, which corresponds to around 5.6 million limited liability companies

for whom there will be no new costs. Consequently, around 10 million remaining limited liability companies would

need to bear this one-off cost of filing this information as a result of implementation of this initiative. However, this

impact assessment has taken a very conservative approach and has estimated the potential cost for 14 million limited

liability companies without deducting those 5,6 million companies. This would mean that the total one-off cost for

option 1c could be EUR 220 million instead of 311 million estimated in this impact assessment.

117

In carrying out those IT developments, Member States will be able to build on and benefit from their recent IT

developments and investments meet their targets on digitalisation. This may lower their adjustment cost.

kom (2023) 0177 - Ingen titel

estimate

118

, the value of basic company information (e.g. registered addresses, company numbers,

dates of incorporation, nature of business) was estimated at approximately £800 (950 euros) per

user per year. It can be reasonably assumed that the value of reliable information in the cross border

context in the EU in BRIS would not be less, but probably significantly higher than the value of

information in a national setting as described by the White Paper cited.

More information about companies will lead to increased transparency and trust about companies in

the single market and help companies to do business cross-border, consumers to make informed

choices when dealing with companies from other Member States, and authorities to tackle fraud or

abuse.

Coherence

Options 1a, 1b and 1c are all coherent and complementary with the other policy options in the

initiative with the following scores: 3, 4 and 5 (see annex 4, section 2.4). In particular, the more

company data is made available (options 1) and the more reliable it is (options 3), the more its use

can be facilitated under options 4. Interconnection of different EU systems (options 2) will also

provide an easier access to wider company data and thus complement options 1. Option 1c ensures

the most coherence as it provides most company data that can be consulted through interconnection

with other systems under option 2 and used under option 4.

All options ensure coherence with relevant EU law and other EU initiatives. In particular, options

are coherent with EU rules and international standards in the area of anti-money

laundering/countering the financing of terrorism, respectively the AML Directive and the FATF

standards

119

as having more company data available facilitates the implementation of anti-money

laundering/countering the financing of terrorism measures, correctness of beneficial ownership data

as well as authorities’ work to fight abuse of corporate entities. The options are also coherent with

initiative on the European single access point (ESAP) for financial market information, as ESAP

focuses mainly on entity and product related information that is relevant mainly for investors, with

the purpose of serving market needs. The Open Data Directive regulates the re-use of data held by

Member States’ public authorities for commercial or non-commercial purposes, which is not

covered by the planned initiative. Finally, this initiative will be relevant for recent taxation

initiatives as more transparency will help tax authorities’ work when in need of reliable company

data. In particular, information on groups and place of management and economic activity will be

valuable data for taxation.

6.2.

Policy options 2 to interconnect BRIS with other systems and enable better

searches

Effectiveness

PO2a = Interconnection of BRIS with beneficial ownership register interconnection system (BORIS), use

of EUID (European unique company identifier), new search functionalities in BRIS

PO2b = PO2a + Interconnection with insolvency registers interconnection system (IRI)

PO2a

Specific objective 1:

Increasing the amount and improving the reliability of company data

available in business registers and accessible cross-border through BRIS

Specific Objective 2:

Enabling direct use of company data available in business registers when

setting up cross-border branches/subsidiaries and in other cross-border activities and situations

118

PO2b

“Corporate Transparency and Register Reform White Paper” from the UK Department for Business, Energy &

Industrial Strategy.

119

In particular Recommendation 24 as amended in March 2022.

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Both options are relevant for objective 1 because they facilitate access to important company

information by interconnecting BRIS with other EU level interconnection systems. The use of

EUID to link information about a particular company across those systems would make it possible

to search for more company data in one place. Across all consultation activities, the majority of

respondents were in favour of linking BRIS both with the interconnection of beneficial ownerships

registers (BORIS) and of insolvency registers (IRI). Member State experts have also considered

such interconnection beneficial. Additional search functionalities in BRIS (e.g. also by legal form) –

supported by majority of respondents to the public consultation and the consulted SMEs - would

also contribute to this objective by making it easier to find company data in BRIS. Policy option 2b

is the most effective measure to meet the objective as it will connect BRIS with two other

interconnection systems and facilitate search for more company data.

The specific objective 2 will be achieved primarily by measures described below. However, the use

of the EUID as a unique company identifier will also contribute to facilitating the cross-border use

of company data by helping to unequivocally identify companies and e.g. their cross-border

branches, companies which are part of cross-border mergers, divisions or conversions. This

information is valuable to all stakeholders including creditors and shareholders. Making it possible

to search for more company data in one place through interconnecting BRIS with other systems can

also indirectly facilitate the cross-border use of company data.

Efficiency

Main categories of impacts

Benefits for businesses

Trust and transparency in the market

Ease of doing business and access to the market (cross-border)

Administrative burden reduction for companies (recurrent)

Costs for businesses

Administrative burden increase for companies

Benefits for business registers/public authorities

Savings related to operational costs for business registers (recurrent)

Savings related to operational costs for other public authorities (recurrent)

Costs for business registers/public authorities

Adjustment costs for business registers (one-off/recurrent)

Benefits for society at large (i.e. consumers)

Fight against fraud and abuse

Digital economy

Functioning of the internal

PO2a

PO2b

(not scored separately)

These options will reinforce trust and transparency in the market as stakeholders will be able to

search information about a specific company more easily in several registers with the help of the

unique company identifier (EUID). BRIS connected with BORIS (option 2a) would already bring

benefits but these would be higher if BRIS is also connected with IRI (option 2b) as then more

company information is accessible in one place for all stakeholders, increasing also trust in the

market. EUID exists today for around 16 million limited liability companies and their cross-border

branches in BRIS. BORIS also uses it. By extending its use to partnerships and using it to also

connect information in IRI, the company is unequivocally identified in every register and that data

in different registers is connected to the same company. EUID has no cost implications on

companies. It is based on the national registration number.

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Companies would save in searching cost for looking for information about a specific company in

other Member States, which would make it easier to do business with partners abroad. Public

authorities would also be able to consult the company information directly without the need to

search or ask companies for it. Easier access to more sets of information would in particular

facilitate the work of authorities and obliged entities

120

to implement e.g. anti-money

laundering/countering the financing of terrorism rules, ensure the correctness of beneficial

ownership data as well as to fight fraud and abuse. For example, the obliged entities under the Anti-

Money Laundering Directive or those dealing with insolvency procedures could cross-check the

company information directly through BRIS. Business registers would also benefit as it would be

possible to check all data via accessing one interconnection of registers instead of two or three.

There will be adjustment cost neither for companies nor for business registers. The IT development

needs to be done centrally by the Commission (to connect interconnection systems). The adjustment

cost for the EU budget is estimated to be EUR 100,000 for option 2a and EUR 500,000 for option

2b. Due to technical reasons, the connection with BORIS is less costly than with IRI.

Thus, overall policy option 2b will be more efficient. Linking EU level systems of interconnection

would strongly contribute to creating more connected public administrations at EU level and cross-

border. In addition, the use of EUID would make it possible to also connect other EU level

systems/registers (as the example of EPREL shows) to BRIS, bringing further benefits and

contributing to a more digitalised Single Market.

Coherence

Options 2 are coherent and complementary to other policy options, in particular to options 1 (as

explained above), but also to options 3 and 4. Option 2a got score 4 and option 2b score 5 (see

annex 4 section 2.4). The use of EUID as company identifier enables the unequivocal identification

of the company and can thus connect the company information in different registers. It also

connects companies and their cross-border branches and in a similar way it can be used to connect

parent companies and their subsidiaries and can thus help to implement policy options 3 and also

the use of company data in cross-border situations under options 4. Coherence is higher for option

2b as it is coherent with both the relevant anti-money laundering rules (beneficial owners’ registers)

and insolvency rules.

6.3.

Policy options 3 to ensure an adequate verification of company data before it is

entered into the business register

Effectiveness

PO3a = obligation to check a harmonised list of elements

PO3b = PO3a + common basic procedural requirements for ensuring reliable and up-to-date data

PO3a

Specific objective 1:

Increasing the amount and

improving the reliability

of company data

available in business registers and accessible cross-border through BRIS

Specific Objective 2:

Enabling direct use of company data available in business registers when

setting up cross-border branches/subsidiaries and in other cross-border activities and situations

PO3b

120

Under the AML Directive, all private sector operators subject to AML/CFT requirements (e.g. credit institutions, real

estate agents, notaries, certain persons trading in goods) must perform verifications on their clients. This includes the

need to identify the customer and verify their identity (in the case of corporate clients the identification and verification

of the company and its beneficial owners)

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Policy 3a will be effective in improving the reliability of company data, i.e. ensuring that companies

and other stakeholders can trust it. It will require business registers

121

in all Member States to do

similar checks before company data enters the register. Common rules for verification of company

data are an adequate and important means to ensure its reliability; this was confirmed by

respondents to the public consultation and company law professors

122

. In addition, legal

professionals, in particular notaries underlined the importance of adequate checks for ensuring the

reliability of company data in registers. Option 3b will be even more effective in reaching objective

1 by setting additional procedural requirements (e.g. deadlines for filing company data to the

Both options will also contribute to achieving objective 2 as increasing the reliability of company

data should address the current insufficient trust in company data between Member States, and

facilitate its direct (i.e. without additional formalities) use in cross-border situations. Policy 3b will

be more effective as it will lead to more reliable company data and more trust.

Efficiency

Main categories of impacts

Benefits for businesses

Trust and transparency in the market

Ease of doing business and access to the market (cross-border)

Administrative burden reduction for companies (recurrent)

Costs for businesses

Administrative burden increase for companies

Benefits for business registers/public authorities

Savings related to operational costs for business registers (recurrent)

Savings related to operational costs for other public authorities (recurrent)

Costs for business registers/public authorities

Adjustment costs for business registers (one-off/recurrent)

Enforcement costs for business registers (recurrent)

Benefits for society at large (i.e. consumers)

Fight against fraud and abuse

Digital economy

Functioning of the internal market

PO3a

PO3b

(not scored separately)

These two options will strongly contribute to creating more trust and more legal certainty in the

market for all stakeholders. While making company data increasingly available (policy options 1) is

the pre-requisite, the creation of the necessary trust requires that such data is accurate and up-to-

date. Therefore, the benefits will be higher for option 3b as the additional basic common procedural

requirements will make the data more trustworthy and lead to increased legal certainty.

Such increased trust and legal certainty will be beneficial for companies, and should reduce

transaction costs because third parties, such as creditors and shareholders, can rely on company

data. Similarly, the increased legal certainty under both measures, but to a larger extent under

option 3b, can benefit business registers and other authorities, as it should result in them trusting

company data from registers in other Member States and reduce the need for additional documents

121

In this context business registers include any authority or person or body mandated under national law to carry out

these tasks.

122

ICLEG report on use of company data.

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from companies. Overall, having more reliable company data in business registers would make such

data easier to use cross-border.

These policy options would on their own not result in a tangible reduction or increase in

administrative burden for companies as the requirements will mostly address business registers. The

costs are estimated to amount up to EUR 4 million for all business registers. Whether any additional

resources would be needed, will depend on the Member State and the checks already in place at

national level. In this context, some business registers

123

expected increases in adjustment costs to

be small as ex-ante checks were already in place. In particular option 3b may also create some

limited enforcement costs for some business registers due to need to ensure timely and correct filing

of company information and to keep registers updated.

The efficiency of this option is considered overall to be positive as improving reliability of

company data would enhance trust between Member States and create more legal certainty in the

Single Market, which is essential for companies to be able to exercise their fundamental freedoms

and for consumers to make informed choices about and trust companies from other Member States.

These measures will also contribute to fighting against abuse.

Coherence

Options 3 are pre-requisite for making the company data available under options 1 more reliable.

Having more reliable company data in business registers will bring more trust and more legal

certainty in the market and between Member States and lay down foundations for cross-border use

of such data without burdensome formalities under options 4. These policy options are therefore

fully coherent and complementary. They were scored both to 4 (see annex 4, section 2.4).

Policy options, in particular Option 3b, are coherent with the EU rules and international standards in

the area of anti-money laundering/countering the financing of terrorism, in particular with FATF

recommendation 24

124

. These options also aim to ensure that the company data is adequate, accurate

and up-to-date. Finally, enhanced ex-ante controls under these options could also contribute to

implementation of current EU taxation initiatives taxation, fight against abuse or fraudulent

companies and to the effective implementation of sanctions against Russia and Belorussia and, in

general, to all areas (e.g. social policy, transportation) where trustworthy company data is needed.

There is no significant difference between the two options.

6.4.

Policy options 4 to enable direct use of company data from business registers in

cross-border situations

Effectiveness

PO 4a = Once-only principle (no resubmission of company information) when a company from a Member

State sets up subsidiaries or branches in other Member States

PO 4b = PO4a + harmonised company extract and mutual recognition principle for certain company data

PO 4c = PO4b + abolition of formalities (apostille)

PO4a

Specific objective 1:

Increasing the amount and improving the reliability of company data

available in business registers and accessible cross-border through BRIS

Specific Objective 2:

Enabling direct use of company data available in business registers

when setting up cross-border branches/subsidiaries and in other cross-border activities and

situations

123

124

PO4b

PO4c

Taking part in consultations in context of the supporting study.

Which includes obligations on business registers.

kom (2023) 0177 - Ingen titel

All the options are effective, to different degrees, in meeting the objective 2 to enable direct use of

company data in business registers in cross-border situations. Option 4a already provides a

significant improvement because it results in fully direct use of data about parent companies

(without the need for the parent companies to resubmit information) between business registers in

different Member States when setting up cross-border subsidiaries and branches. However, options

4b and 4c will be more effective as they will in addition address obstacles in other cross-border

activities including in administrative or courts procedures. Option 4c will be most effective as it will

in addition also remove formalities (apostille), in line with calls from stakeholders.

Measures under policy options 4 can indirectly contribute to objective 1 as well. For instance,

introducing a common company extract with a common set of company data, translated into all EU

languages will mean that every company has the same data in the extract, and that this data is thus

comparable and multilingual, which contributes to the transparency and creates more trust about

companies.

Efficiency

PO 4a

Benefits for businesses

Trust and transparency in the market

Ease of doing business and access to the market

Administrative burden reduction for companies (recurrent)

Costs for businesses

Administrative burden increase for companies

Benefits for business registers/public authorities

Operational cost savings for business registers (recurrent)

Operational cost savings for public authorities (recurrent)

Cost for business registers/public authorities

Adjustment costs for business registers (recurrent)

Adjustment costs for other public authorities (recurrent)

Benefits for society at large (i.e. consumers)

Fight against fraud and abuse

Digital economy

Functioning of the internal market

PO 4b

PO 4c

(not scored separately)

These policy options build in particular on the policy options 3 which will make company data

more reliable. When Member States (including business registers) trust each other and that the

company data in other Member States is correct, there is no need for double submission of

documents when setting up cross-border subsidiaries and branches. The policy option 4c will score

the highest as it will bring direct benefits.

These policy options will facilitate the expansion of companies to other Member States’ markets by

setting up cross-border subsidiaries (new company) and branches (new fixed establishment) as well

as facilitating other cross-border activities. They will remove an important administrative burden

for companies. Under option 4a, companies would save substantially by the introduction of once-

only-principle as they would not have to submit any documents about a parent company when

setting up cross-border subsidiaries and branches. Every year, this would concern around 4,000 new

cross-border subsidiaries and 4,500 new cross-border branches with annual recurrent savings for

companies estimated to amount to EUR 7.5 million.

Benefits would be even higher with introduction of a free multilingual common company extract

under option 4b, which companies would be able to use in cross-border activities be it in the context

of cross-border trade, services, public procurement, and which would not require certified

kom (2023) 0177 - Ingen titel

translation. The annual savings for companies under option 4b are estimated at EUR 330 million.

The option 4c would bring the highest benefits as also the apostille would not be needed. The

annual savings under option 4c are estimated to amount to around EUR 437 million. The reduction

of administrative burden will help in particular SMEs, which represent 98-99% of limited liability

companies in the EU, not only to set up cross-border subsidiaries and branches but also reduce

formalities in all their cross-border activities be it cross-border trade, services, cross-border sub-

contracting; this impact would be relevant as around 40% of SMEs are engaged in cross-border

activities.

There should be also benefits for business registers due to cost savings because they would not need

any more to ask and examine many documents from companies from other Member States. Some

business registers

125

were of the view that the application of the once-only principle (under option

4a) and the common extract (under option 4b) would bring more benefits than costs. This impact

assessment assumes that the option 4a, which introduces the implementation of the once-only

principle via BRIS, would amount to similar costs as those related to the implementation of earlier

exchanges between business registers through BRIS. Therefore, it is estimated that option 4a will

incur a one-off average cost of EUR 2.7 million euros to business registers (i.e. 100,000 EUR per

Member State)

126

. In addition, under option 4a companies setting up cross-border subsidiaries and

branches would do not need an extract which represents an estimated loss of revenue of 41,000

EUR per year for business registers. Under options 4b and 4c, it is estimated that the common

extract would be available free of charge for companies for cross-border use once per year and are

to amount to a loss of revenue of EUR 7.9 million per year for business registers.

As to other authorities, they would also benefit from the mutual recognition of company data as

they could accept information from another Member State’s register as an equivalent of what is

required domestically and consult company information directly in business register and BRIS.

There would also be savings from the common company extract - in particular in time and resources

of handling company information - as public authorities would not have to ask for and examine

additional documents. In practice, authorities and courts could consult company information

directly in business register and BRIS and the company would not be required to resubmit the

existing information (so application of

de-facto

once-only principle) which would in turn result in

burden reduction not only for the public authorities, but also for the companies. On the other hand,

those public authorities in charge of issuing apostille will face loss of revenue, which under option

4a and 4b, are estimated to amount to EUR 74,000 per year. Under option 4c, the loss of revenue

would be EUR 9.5 million per year. However, public administrations also face costs for issuing the

apostille due to unclear rules and legal uncertainty. Some Member States issue apostilles

immediately, the majority of Member States need one working week. Therefore, although those

public authorities will face loss of revenue due to abolishing the apostille (fees), the overall savings

will be positive. For example, in another context, it has been estimated that by abolishing the

apostille, the administrative burdens for the public authorities would be reduced by EUR 5-7

million annually

127

Coherence

The measures under these options are in particular complementary to and dependent on the

measures under options 3. The facilitation of cross-border use of company data will depend on the

125

126

In the consultation activities.

In carrying out those IT developments, Member States will be able to build on and benefit from their recent IT

developments and investments meet their targets on digitalisation. This may lower their adjustment cost.

127

SWD(2013) 144 final

kom (2023) 0177 - Ingen titel

trust in such data between Member States. These options are thus coherent with the other elements

of the proposal and were scored as 3 (Po4a), 4 (Po4b) and 5 (Po4c) (see annex 4, section 2.4).

These options, in particular option 3c, contribute to the objective of the Communication 2030

Digital Compass: the European way for the Digital Decade to provide online key public services

online for European businesses. It also contributes to removing remaining unjustified barriers and

administrative burdens in the Single Market as described in the European Council conclusions of

24-25 March 2022. The initiative pursues the objective of the Public Documents Regulation

128

removing unnecessary formalities (apostille) for companies in cross-border situations, similarly to

how it was achieved by that Regulation for citizens. Finally, it is fully coherent with the Single

Digital Gateway Regulation as the latter provides for online cross-border administrative procedures

but excludes from its scope company law procedures.

6.5.

Comparison of impacts

The table below summarises the results of the assessment of all policy options described in section

6. The policy options were compared by way of a multi-criteria analysis (MCA) taking into account

their effectiveness, efficiency, coherence and proportionality. The purpose of the MCA was to

assess how the costs compared to benefits. The MCA relied on two components, the scores assigned

to each policy option and on weights assigned to each impact representing its relative importance. A

single score was awarded per policy option on a scale 0-5 based on the in-depth analysis of the

available evidence, both quantitative and qualitative

129

. The weights were impacted by the related

stakeholders, the nature of the impact (one-off or recurrent) and the link to the policy objectives.

The total weighted score for each policy option was calculated as the scores of each policy options

against the identified impacts, multiplied by the weight assigned to each specific impact. The

weighted values of the costs were subtracted from the benefits

130

Effectiveness was weighted 30%, efficiency 60% and coherence 10%. All options lead to a net

benefit, indicating that the benefits outweigh the costs. Option 1c scores higher mainly due to

effectiveness. Option 2b is the highest in all three aspects. Option 3b has the highest score in

effectiveness and efficiency. Option 4c ranks highest in all three aspects. The results of the MCA

summarised in the following table show that policy options 1c, 2b, 3b and 4c rank highest.

Weights

PO1a PO1b

30%

0,450 0,750

Effectiveness

60%

0,264 0,306

Efficiency

10%

0,300 0,400

Coherence

Total

100% 1,014 1,456

PO1c

1,200

0,231

0,500

1,931

PO2a

0,750

0,583

0,400

1,733

PO2b

0,900

0,725

0,500

2,125

PO3a PO3b PO4a PO4b

0,750 1,200 0,600 0,900

0,375 0,536 0,497 0,919

0,400 0,400 0,300 0,400

1,525 2,136 1,397 2,219

PO4c

1,050

1,119

0,500

2,669

A separate sensitivity test was performed considering 45-45-10% ratio for effectiveness, efficiency

and coherence. In addition, a partial sensitivity test was performed on 12 main assumptions of the

calculations of costs and benefits. These sensitivity tests confirmed the robustness of the results

131

128

129

Regulation (EU) 2016/1191

amending Regulation (EU) No 1024/2012

See introduction to section 6 above and annex 4, sections 2.1-2.4.

130

For more detailed explanation, see annex 4, section 2.5.1 on multi-criteria analysis.

131

See annex 4.

kom (2023) 0177 - Ingen titel

PREFERRED OPTION

7.1.

Package of preferred measures

Based on the assessment above, the preferred option consists of a package of the following

measures. The measures under the four main areas are mutually reinforcing. The options 1 and 2

provide more company data available cross-border and easier access to it, while option 3 ensures

that such data is more reliable and can be trusted by all stakeholders. Making the data more reliable

under option 3 is also the prerequisite for enabling the direct use of such data cross-border.

Therefore, they are all needed to most comprehensively address the drivers of the problems and to

achieve the objectives of the planned initiative.

In line with the principle of proportionality, the initiative will not go beyond what is necessary to

achieve those objectives. It is targeted (as it focuses on the needs of direct users to access and use

cross-border official company data from business registers) and it addresses cross-border aspects

which could not be achieved by Member States on their own. That option will provide a clear net

benefit for companies and society as a whole.

Making more company data

available in business registers

and/or BRIS

Policy option 1c:

Making information about partnerships and third country

company branches available in BRIS, and making information about cross-border

group structures and ownership as well as place of management and place of the

main economic activity available in national registers and BRIS

Policy option 2b: Connecting

BRIS with beneficial ownership registers

interconnection system (BORIS) and with Insolvency Registers interconnection

system (IRI), use of EUID (European unique company identifier) and new search

functionalities in BRIS

Policy option 3b:

Obligation to check a harmonised list of elements and common

basic procedural requirements for ensuring reliable and up-to-date data

Policy option 4c:

Once-only principle (no resubmission of company information)

when a company from a Member State sets up subsidiaries or branches in other

Member States, harmonised company extract, mutual recognition principle for

certain company data and abolition of formalities (apostille)

Interconnecting BRIS with other

systems and enabling better

searches

Ensuring adequate verification

company data before it is entered

into the business registers

Enabling direct use of company

data from business registers in

cross-border situations

This package of measures tackles the identified drivers and addresses the objectives in the most

effective and efficient way, while being coherent with other EU initiatives.

7.2.

Impacts of the package

Economic impacts

The package of preferred measures, by making more important company data publicly available in

business registers and at EU level through BRIS and improving its reliability, will reduce overall

administrative burden on companies and in turn facilitate access to finance and the creation of

businesses. In addition, the facilitation of the cross-border use of such data, when creating new

subsidiaries or branches cross-border or in other cross-border situations, including administrative or

court procedures, will result in important recurrent cost savings and thus will substantially ease

conducting cross-border business activities and facilitate access to other Member States’ markets.

By increasing transparency and trust in the market as well as by facilitating cross-border company

creation and having a positive impact on cross-border activities, the initiative should stimulate

cross-border trade, services and investment flows and thus contribute to the competitiveness and

growth in the Single Market. These measures will apply to around 16 million limited liability

companies and 2 million partnerships in the EU.

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The package will result in some implementation costs for certain companies. These costs will only

apply to companies, which currently do not file information to the business register. These will be

one-off costs and Member States should not charge separately for these items. Their implementation

could be spread over time (i.e. companies will have e.g. 3 years to file this information). These one-

off costs are estimated to amount to around EUR 311 million

132

. On the other hand, companies

which are or are planning to engage in cross-border business activities and/or creating new cross-

border subsidiaries or branches, will benefit from recurrent annual savings (burden reduction) of

around EUR 437 million per year. When comparing the one-off cost (around 311 million) against

recurrent annual savings for companies (around 437 million per year), it is clear that the

benefits

much outweigh the one-off costs and that the initiative will bring significant burden reduction for

companies in the Single Market.

Impacts on SMEs

133

The planned initiative, as the already existing EU company law

acquis,

does not make a distinction

between SMEs and larger companies and all companies fall under its scope of application. As the

SMEs account for 98-99% of limited liability companies in the EU and around 40% of SMEs are

engaged in cross-border activities and operations or investing cross-border, the initiative will be

particularly beneficial to them.

The easier access to company data and the removal of administrative and financial barriers for its

cross-border use will be in particular beneficial to SMEs as they do not have the financial and

administrative resources of large companies. SMEs will also strongly benefit from increased legal

certainty as they are more affected by unclear and complex rules than bigger companies. It has been

estimated that where a big company spends one Euro per employee because of a regulatory duty, a

small business might have to spend on average up to ten Euros

134

. The initiative also responds to the

calls to facilitate the expansion of start-ups in the Single Market made in the EU Start-up Nations

Standard

135

Impacts on business registers and other public authorities

This package is a continuation of developments related to digitalisation that have been taking place

in company law so far. The increased accessibility and reliability of company data, and better

connections between registers, thanks to the once-only principle and also interconnecting other EU

level systems/registers to BRIS, should facilitate registers’ work due to easier search for company

data from other Member States and reduced need to request documents from companies.

132

These one-off costs are estimated on the assumption that the policy option 1c subject to this impact assessment

would cover cross-border groups and place of management and economic activity for all limited liability companies

which do not file such information today. However, if the policy option 1c would have a different scope e.g. include

also domestic groups and cover the place of management and economic activity only in cases where the place of

management or economic activity is in a different country than the registered office, the costs would be less than those

estimated in this impact assessment. This is because although the number of groups would be higher, the number of

limited liability companies needing to file the information about place of management/economic activity would be only

a fraction of the estimated 14 million companies. Therefore, number of domestic groups and number of limited liability

companies which have place of management/economic activity in another country than their registered office would be

much less than 14 million and therefore the estimation in this impact assessment represents a conservative estimation in

all scenarios.

133

See also SME test in Annex 13.

134

‘Models to reduce the disproportionate regulatory burden on SMEs. Report of the Expert Group’, European

Commission, May 2007

135

Startup Nations Standard -

to make it possible to submit legal documents from other EU jurisdictions as proof for the

incorporation of a start-up (or creation of a subsidiary of an existing start-up expanding in the single market)

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The increased trust and legal certainty will not only benefit companies but also business registers

and other authorities, as it should result in them trusting company data from registers in other

Member States and therefore reduce the need for additional documents from companies. In

addition, this package ensures a more secure and business-friendly environment, which contributes

to incentivising companies to remain and expand in the Single Market as well as attracting new

investments, which will also benefit business registers.

The package is expected to entail one-off costs for business registers to adapt the IT systems of

around EUR 5.4 million, and recurrent costs e.g. to carry out ex-ante verification of company data,

estimated at around EUR 4 million per year for all business registers. In this context, some business

registers

136

expected increases in adjustment costs to be limited as ex-ante checks were already in

place. It is also likely that there will be some loss of revenue e.g. for those business registers, which

charge access fees for company extracts, estimated at around EUR 7.9 million for all business

registers together. However, in the consultation activities, some business registers

137

were of the

view that the application of the once-only principle and the common extract would bring more

benefits than costs.

As to other public authorities, they would also be able to consult the company information directly

from business registers. Easier access to more sets of information would in particular facilitate the

work of authorities and obliged entities

138

to implement e.g. anti-money laundering/countering the

financing of terrorism rules and improve the reliability of beneficial ownership data. It would also

help to fight fraud and abuse. In general, other authorities and courts could consult company

information directly in business register and BRIS and the company would not be required to

resubmit the existing information which would in turn result in burden reduction also for public

authorities. On the other hand, public authorities in charge of issuing apostille will face loss of

revenue, which is estimated to amount to EUR 9.5 million per year. However, due to current

unclear rules, legal uncertainty and the related human resources and time needed to issue an

apostille, the abolishing of the apostille is estimated to result in overall administrative burden

reduction

139

Impacts on the functioning of the Internal Market

140

The package of preferred measures is expected to be highly beneficial for companies, in particular

SMEs, and the society in general, including consumers, due to its expected strong positive impact

on ease of doing business and access to the markets in the EU, and on providing more trust and

transparency of company data across the EU. More available, accessible and reliable cross-border

company data will also facilitate the fight against abuse and fraud and this initiative will thus

contribute to creating a fairer Single Market. This will consequently increase the competitiveness of

the law abiding companies and lead to a fairer share of the market in which each company is doing

business.

136

137

Taking part in consultations in the supporting study.

In the consultation activities.

138

Under the AML Directive, all private sector operators subject to AML/CFT requirements (e.g. credit institutions, real

estate agents, notaries, certain persons trading in goods) must perform verifications on their clients. This includes the

need to identify the customer and verify their identity (in the case of corporate clients the identification and verification

of the company and its beneficial owners)

139

SWD(2013) 144 final

140

Given that there is an overlap with other impacts in this Impact Assessment, the impact on the functioning of the

Internal Market was not counted separately.

kom (2023) 0177 - Ingen titel

The free movement of goods, services and capital will be easier as businesses will be able to extend

their operations cross-border with less administrative burden. Easier cross-border setting up and

activities for companies can also lead to more employment. Downstream, consumers will have

better access to company information and thus will be in a position to make better informed

decision when buying or contracting with companies from other Member States. Alone the value of

basic company data is estimated to be at approximately £800 (950 euros) per direct user per year in

a purely national setting

141

It can be reasonably assumed that the value of reliable information in

the cross border context of the EU BRIS would be significantly higher.

Impact on digitalisation and related environmental impacts

The initiative aims to upgrade the EU digital company law further through the use of digital tools

and processes. It will make more company data available online through BRIS, on the e-Justice

portal. It will also better connect public authorities working with companies and company data, both

by introducing the use of the once-only principle but also by connecting other EU level

systems/registers to BRIS and using the EUID (as the example of EPREL shows). Connecting EU

level systems of interconnection would strongly contribute to creating more connected public

administrations at EU level and cross-border, and contribute to a more digitalised Single Market.

Finally, the measures addressing the abolishing of the formalities (apostille) rely on the use of BRIS

for secure digital exchange and co-operation between registers, e.g. in the context of the once-only

principle to set up subsidiaries/branches in other Member States. The initiative will introduce a

digital harmonised company extract and will focus on the use of electronic copies (and their

certification in line with the eIDAS Regulation). Overall, this initiative will provide ‘digital by

default’ solutions to increase transparency about EU companies and ‘digital by default’ company

law procedures to facilitate the use of the company data cross-border. In this way it will

significantly contribute to the EU digital society and economy, including directly contributing to the

objective of the Communication 2030 Digital Compass: the European way for the Digital Decade to

provide 100% of key public services online for European businesses.

The initiative could have some positive environmental impacts due to increased possibility to use

digital procedures and tools between business registers and companies, and also between business

registers in different Member States through BRIS, and an increased application of the once-only

principle, as described above. This would mean e.g. reducing the use of paper. However, these

expected impacts would be relatively small and therefore, are not assessed in detail in this IA.

Given that the expected impacts would be positive, the proposal is consistent with the ‘do no

significant harm’ principle, with the climate-neutrality objective set out in Article 2(1) of European

Climate Law

142

and the 2030 and 2040 targets.

Fundamental rights

The preferred option will facilitate the implementation of the rights of establishment in any Member

State, as prescribed by Article 15(2) of the Charter of Fundamental Rights. There should be positive

impact on companies benefitting from the opportunities offered by the Single Market, in particular

concerning the freedom to conduct business set out in Article 16 of the Charter. The preferred

option will require the disclosure and cross-border access of certain information in relation to legal

entities (e.g. limited liability companies, partnerships). However, certain personal data will also be

disclosed such as partners, single-member shareholders. This data is normally already publicly

“Corporate Transparency and Register Reform White Paper” from the UK Department for Business, Energy &

Industrial Strategy.

142

Regulation (EU) 2021/1119 of 30 June 2021 establishing the framework for achieving climate neutrality.

141

kom (2023) 0177 - Ingen titel

disclosed in Member States and this initiative makes such data available cross-border. Also,

Member States may process some personal data to verify the company data which is already the

case in most Member States. The interconnection of BRIS with other EU systems will not impact

the protection of personal data as each system will maintain its autonomy and independency. The

proposed solutions are necessary and proportionate to enhance transparency, create trust between

Member States when using company information cross-border and contribute to fight against fraud

and abuse and will ensure the protection of personal data in line with Article 8 of the Charter, the

EU law on data protection including the relevant case-law

143

7.3.

Application of the ‘one in, one out’ approach

The package of preferred measures is estimated to bring a very strong positive recurrent impact in

terms of reducing administrative burden for companies, and in particular SMEs which account for a

large share of businesses in the EU, estimated to amount to around EUR 437 million per year. In

particular, this would be due to the introduction of the once-only principle for setting up of cross-

border subsidiaries and branches, which would concern around 4.000 new cross-boder subsidiaries

and 4.500 new cross-border branches and result in annual recurrent savings estimated at EUR 7.5

million. In addition, the benefits would come from introducing the common company extract and

removing formalities (apostille) in cross-border activities and situations - be it in the context of

cross-border trade, services, public procurement - including in administrative or court procedures

and thus contributing to the application of once-only principle. Companies would also benefit from

increased transparency of company data, its improved accessibility and reliability and thus, higher

legal certainty in cross-border situations, however, these benefits cannot be monetised. The package

is also expected to be highly beneficial for the society in general, including consumers, due to its

expected positive impact on providing more accessible and reliable company data across the EU,

and therefore allowing consumers to make more informed choices when dealing with companies

from other Member States.

At the same time, depending on the Member State, the package of preferred measures may result in

some new one-off costs on companies for filing information to the register, estimated to amount to

around EUR 311 million. However, these costs would only apply to companies, which currently do

not file such information to the register and an effort would be made in the planned initiative to

limit those costs to the extent possible by e.g. spreading the implementation of such filing

requirements over time (i.e. companies would have e.g. 3 years to file this information) and

requiring Member States not to apply the initial filing costs separately for this new data. The

package would not introduce any administrative burden for consumers or citizens in general.

Overall, the recurrent savings for companies are expected to much outweigh the one-off costs

related to filing of additional company data and therefore, the planned initiative is expected to

generate recurrent net cost savings for companies, and in particular SMEs.

OW WILL ACTUAL IMPACTS BE MONITORED AND EVALUATED

As a first step, the Commission will contribute to ensuring correct transposition of the package of

preferred measures, e.g. by organising transposition workshops and encouraging exchanging of best

practices, including in the context of the Commission’s Company Law Expert Group (CLEG). As a

second step, the Commission will focus on monitoring the implementation of the package to assess

if it is successful in achieving the specific objectives identified in this Impact Assessment.

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Regulation (EU) 2016/679, Regulation (EU) 2018/1725, e.g. Case C-398/15 Manni.

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The following table presents operational objectives in the form of monitoring indicators connected

to specific objectives. These possible indicators could be used for the purpose of monitoring and

could also serve as a basis for a future evaluation:

Specific

objectives

Increasing the

amount and

improving the

reliability of

company data

available in

business

registers and

accessible

cross-border

through BRIS

Operational objectives -

Monitoring indicators

- increase in number of requests for

company data available through

BRIS,

- number of requests for company

data available also through BORIS

and IRI

- increase in number of legal entities

with an EUID number

- views of stakeholders (companies,

registers, public authorities) on the

extent to which it is possible to

search for and access company data

on a cross-border basis

- reduction in costs of setting up

subsidiaries or branches cross-border

for companies

- number of issued common company

extracts

- views of stakeholders (companies,

registers, public authorities) on the

extent to which it is possible to use

company data directly on a cross-

border basis

Monitored five years

after measures are fully

implemented and

operational in the

Member States.

Business registers

Member State

representatives in

CLEG

BRIS (notifications of

cross-border

subsidiaries or

branches possibly

through BRIS)

Studies, surveys,

targeted bilateral

contacts with relevant

stakeholders

Member States

European

Commission

Monitoring period

Monitored on annual

basis, starting not

earlier than one year

from the time when the

measures are fully

implemented and

operational in the

Member States, and for

a duration of 5 years.

Sources of data

European e-Justice

portal - BRIS, BORIS,

IRI systems

Studies, surveys,

targeted bilateral

contacts with relevant

stakeholders

Actors

responsible for

collecting data

European

Commission

Enabling

direct use of

company data

available in

business

registers when

setting up

cross-border

branches/subsi

diaries and in

other cross-

border

activities and

situations

The draft proposal for the legislative initiative would include a commitment to carry out an

evaluation in the future to assess the impacts of the new initiative. It would be carried out by the

Commission on the basis of the information gathered during the monitoring exercise, and additional

input collected from the relevant stakeholders, as necessary.

kom (2023) 0177 - Ingen titel

NNEX

1: P

ROCEDURAL INFORMATION

EAD

DG, D

ECIDE

LANNING

/CWP

REFERENCES

This Impact Assessment Report was prepared by DG Justice and Consumers (DG JUST).

The DECIDE Planning reference of the initiative "Upgarding Digital Company Law" is

PLAN/2021/11038. Currently it is being considered for inclusion into the 2023

Commission Work Programme.

RGANISATION AND TIMING

Five Inter-Service Steering Group (ISSG) meetings, consisting of representatives from

various Directorates-General of the Commission, were held in 2021 and 2022 during the

preparation stage of this impact assessment.

The first meeting took place on 9 July 2021, attended by the Secretariat General, the Legal

Service, ECFIN, EMPL, TAXUD, COMP, ESTAT, TRADE, GROW, FISMA, DIGIT and

CNECT.

The second meeting was held on 3 December May 2021, attended by the Secretariat

General, the Legal Service, ESTAT, EMPL, CNECT, TAXUD, FISMA, TRADE, GROW

and ECFIN.

The third meeting was held on 23 June 2022. Representatives from the Secretariat General,

the Legal Service, MOVE, TRADE, GROW, TAXUD, REFORM, FISMA, COMP and

DIGIT were present.

The fourth meeting was held on 15 July 2022. Representatives from the Secretariat

General, TRADE, ESTAT, ECFIN, REFORM, FISMA, COMP and DIGIT were present.

The fifth meeting took place on 7 September 2022. Representatives from the Secretariat

General, the Legal Service, TRADE, ESTAT, REFORM, COMP, TAXUD, CNECT

GROW, MOVE and DIGIT were present.

All the meetings were chaired by DG JUST.

DG JUST has considered the comments made by DGs in the intermediate and final

versions of the IA.

ONSULTATION OF THE

RSB

An Upstream meeting with the Regulatory Scrutiny Board was held on 19 May 2022.

The Impact Assessment accompanying this proposal was examined by the Regulatory

Scrutiny Board on 12 October 2022. A positive opinion with reservations was received on

kom (2023) 0177 - Ingen titel

14 October

144

and the recommendations from the Board were duly addressed in the final

version of the impact assessment.

RSB comments on 14 October 2022

How RSB comments have been addressed

in the IA

The Board notes the additional information The report was adapted to take into account

provided by the DG and commitments to RSB comments. See response to the RSB

make changes to the report. However, the recommendations on specific points below.

report

still

contains

significant

shortcomings.

The Board gives a positive opinion with

reservations because it expects the DG to

rectify the following aspects:

(1) The report does not provide sufficient

evidence on the consequences for

businesses of the current lack of certain data

in the business registers.

(2) The cost benefit analysis does not take

into account all the recurrent costs for

businesses resulting from this initiative.

(1) The report should strengthen the

problem definition and the problem

analysis. It should provide evidence of the

existence of a problem for each of the types

of data covered by the initiative that

warrants their inclusion in BRIS. It should

better explain, with evidence, the

consequences of the lack of this data for

businesses active in more than one Member

State. In particular, it should substantiate

the claim that the cross-border expansion of

Small and Medium Enterprises is hindered

by the current situation.

(2) The report should clearly separate

stakeholder views from other evidence. It

should explain that the need for more data is

mainly gathered through the public and the

targeted consultations. It should explain

how the stakeholders were selected, how

representative the samples are and what the

limitations of the consultation activities are.

The report should also be transparent on the

data sources for the cost and benefit

calculations.

The report was adapted to provide more

evidence of the existence of problems for

each type of company data covered in the

initiative and more explanation was added

to explain the consequences of the lack of

this data on stakeholders, including SMEs

(mainly in sections 2.1, 2.2).

In order to draw a clear division between

stakeholder views and other evidence (e.g.

on numbers of companies), a succinct

explanation

about

the

nature

consultations and their limitations was

added in the report (in section 2.1).

144

Link to the positive opinion of the RSB to be added.

kom (2023) 0177 - Ingen titel

(3) The report should make sure that all

relevant costs and benefits are taken into

account when assessing the options and

classify them correctly for the purpose of

the One In, One Out approach. In particular,

it should identify and quantify, to the extent

possible and proportionately, the recurrent

costs for existing and newly created

companies as a result of the proposed legal

obligation to disclose and file new company

data (e.g. place of management or place of

economic activity) to business registers. If

some recurrent costs are considered

negligible, the report should demonstrate it.

The report should always compare the

policy options to the baseline and correctly

take the business-as-usual costs into

account. It should also be clear how the

costs and benefits are distributed among the

stakeholder groups.

(4) The main body of the report should

clarify how the efficiency scores and the

multicriteria scores have been calculated,

i.e. how costs and benefits have been

weighted and integrated into the scores. It

should be clear from the tables in the main

report what the variations between scores

represent.

(5) The report should define measurable,

operational and time-bound objectives that

indicate if the initiative is successful or not.

These operational objectives should be

based on more precise specific objectives

The explanations about the costs which are

taken into account are now also elaborated

in the main report, including those

concerning the newly created companies.

All the policy options are compared to the

baseline. In addition to annex 3, the main

report also shows the costs and benefits per

stakeholder groups (Chapter 6, introduction

and sections 6.1-6.5).

The explanations about the efficiency scores

and multi-criteria scores and the weighting

have been added into the main report. The

detailed explanations including what the

variations between scores represent are in

the methodological annex 4 to the report

(section 6.5).

The main report now contains operational

objectives in the form of monitoring

indicators connected to specific objectives.

The text also sets the monitoring period for

the assessment of such operational

objectives, as well as an indication of the

sources of data and the actors responsible

for collecting the data (Chapter 8).

VIDENCE

SOURCES AND QUALITY

The impact assessment draws on an extensive amount of desk research, external studies, a

study carried out on behalf of the Commission to accompany this IA and wide-randing

consultations described in detail in Annex 2. The input from these consultations was

collected and processed by the experts in the Company Law Unit of DG JUST (JUST A3).

Data and information were collected, amongst others, from the following sources for this

impact assessment:

kom (2023) 0177 - Ingen titel

Sources

Study on the disclosure and cross-

border use of company data, and

digital developments related to

company law (Milieu Consulting)

2022

Information/Summary

Supporting study for this Impact Assessment. It collects information on

relevant national company law rules of the Member States and basic relevant

data needed for the impact assessment. It collects information through

surveys to stakeholders and interviews on stakeholders needs, practical

obstacles. It also analyses technical requirements and analyses impacts of

potential measures.

An inter-governmental body, the Financial Action Task Force (FATF) is the

global money laundering and terrorist financing watchdog. It sets international

standards that aim to prevent these illegal activities and the harm they cause to

society. The information and data of the mutual evaluations of FATF were

used in this impact assessment.

https://www.fatf-gafi.org/home/

The International Business Registers Survey and Report aims to assist

business registers in comparing their own practice and performance with those

of other jurisdictions.

The International Business Registers Report 2019

(ebra.be)

A study of the Department for Business, Energy & Industrial strategy on the

planned reform of the Company house, United Kingdom.

Corporate

Transparency and Register Reform White Paper (publishing.service.gov.uk)

This report presents the findings of research commissioned by the Department

for Business, Energy and Industrial Strategy (BEIS) to value the user benefits

of Companies House (CH) data.

Valuing the user benefits of Companies

House data: policy summary (publishing.service.gov.uk)

The Informal Company Law Expert Group held discussions, performed

research and provided recommendations to DG JUST concerning transparency

and cross-border use of company data.

This report assesses and examines the impacts of the policy options

incorporated in the BRIS Directive (Dir. 2012/17) in relation to the creation of

a system of interconnection of registers.

MARKT-2010-11309-00-01-EN-

ORI-00 (europa.eu)

This report measures and analyses the impacts of the policy options

incorporated in the Public Document Regulation (Reg. 2016/1191) in relation

to the exemption from legalisation and similar formality and simplification of

other formalities relating to certified copies as well as in relation to relevant

translations and multilingual standard forms.

EUR-Lex - 52013SC0144 - EN -

EUR-Lex (europa.eu)

The Handbook is the final publication in a series of three produced by the

Permanent Bureau of the Hague Conference on Private International Law on

the Apostille Convention following a recommendation of the 2009 meeting of

the Special Commission on the practical operation of the Convention.

Apostille Handbook, A Handbook on the Practical Operation of the Apostille

Convention, 2013

This article presents statistical data on business demography in the European

Union (EU), treating aspects such as the total number of active enterprises in

the business economy, their birth rates, and the survival rate.

Business

demography statistics - Statistics Explained (europa.eu)

This article gives an overview of multinational enterprise groups operating

in EU countries and European Free Trade Association (EFTA) countries in

FATF

EBRA reports

Corporate Transparency and Register

Reform White Paper

UK Policy summary

ICLEG papers

BRIS Impact Assessment

Public documents Impact Assessment

Permanent Bureau of The Hague

Conference on Private International

Law, Apostille Handbook

Eurostat

Business

Statistics 2022

Demography

Eurostat structure of multinational

kom (2023) 0177 - Ingen titel

Enterprise groups in the EU

2020, according to the data available in the EuroGroups Register (EGR).

Structure of multinational enterprise groups in the EU - Statistics Explained

(europa.eu)

The SME performance review is one of the main tools the European

Commission uses to monitor and assess countries' progress in implementing

the SME strategy and the Small Business Act. With an emphasis on the

priorities under the SME strategy and the SBA, the review brings

comprehensive information on the performance of SMEs.

SME Performance

Review (europa.eu)

This UNCITRAL Guide provides a reference tool for policymakers, registrars

and experts involved in business registries reform on the features of an

effective and efficient business registry and the minimum necessary

requirements for a business to register.

UNCITRAL Legislative Guide on Key

Principles of a Business Registry

This study provides an overview about letterbox companies mainly in the EU.

It describes the phenomenon and its characteristics, presents possible ways to

quantify letterbox companies, analyses different types and uses made of

letterbox companies, examines the role played by national company law

requirements and maps the existing measures that could have an impact on

letterbox companies.

Letterbox companies - Publications Office of the EU

(europa.eu)

SME Performance review

UNCITRAL Legislative Guide on key

principles of a business registry

Letterbox study

Nordic

Smart

Business

Government

This is a programme run by Nordic countries in collaboration in order to

create value for SMEs by making real time business data accessible and

usable for innovation and growth across the region, in an automatic, consent

based and secure manner.

Nordic Smart Government

The Communication on Digitalisation of justice in the European Union

proposes a toolbox of measures targeted at fostering digitalisation of justice

with the aim to improve access to justice and the efficiency of justice systems.

The approach set out in the Communication is to achieve better use of digital

technologies, in full respect to fundamental rights and the principles of

proportionality and subsidiarity.

Communication on Digitalisation of justice in

the European Union and Proposal for e-CODEX Regulation | European

Commission (europa.eu)

The document aims to identify current obstacles to the single market at the

time it was drafted.

EUR-Lex - 52020SC0054 - EN - EUR-Lex (europa.eu)

Communication on Digitalisation of

justice in the European Union. A

toolbox of opportunities

Commission Staff Working Document

Business Journey on the Single

Market: Practical Obstacles and

Barriers

Communication

Identifying

and

addressing barriers to the single

market

This Communication focuses first on the top 13 barriers to cross-border

activity, as most commonly reported by businesses (with regard to cross-

border trade or establishment) and consumers (with regard to cross-border

purchase of goods or services). The presented barriers follow the key steps of

the “journeys” that businesses and consumers make in the single market.

communication-eu-single-market-barriers-march-2020_en.pdf (europa.eu)

The objective of this survey is to make the bridge between businesses and

European policy-makers to help the latter to identify the right priorities for the

coming years.

Business Survey - The state of the Single Market

(eurochambres.eu)

Eurochambres Business Survey: The

state of the Single Market, Barriers

and Solutions 2019

kom (2023) 0177 - Ingen titel

NNEX

2: S

TAKEHOLDER CONSULTATION

YNOPSIS REPORT

)

In accordance with the consultation strategy, the objective of the consultation activities

was to gather data evidence and stakeholder views for the preparation of the initiative

“Upgrading Digital Company Law” regarding i) transparency (better access to more

information about companies in the EU); ii) using company data available in national

business registers in cross-border administrative or judicial procedures; iii) using the

information in the business registers when setting up subsidiaries and branches in other

Member States; and iv) digitalising company law procedures and addressing new digital

developments in EU company law.

Specifically the consultation activities

aimed to gather the views of stakeholders about:



Existence of problems in the areas to be covered by this initiative as well as the

evidence about the magnitude and EU dimension of such problems;

Different policy options, which can be considered in the areas to be covered by this

initiative;

Data to assess better the costs and benefits of different policy options.

This annex is structured in two main chapters:

Chapter I – Consultation activities and sources of information

presents the description

of the methodology that the services of the Commission have used e.g. open public

consultation, targeted consultation of stakeholders, consultations of Member States and

expert groups, studies, workshops, surveys, interviews. It also provides information on the

main stakeholders’ groups.

Chapter II – Result of the consultation activities

analyses the results of the consultation

activities by the two main dimensions of the policy options as presented in the impact

assessment.

CHAPTER I - CONSULTATION ACTIVITIES AND SOURCES OF

INFORMATION

Stakeholder groups relevant for the consultation activities

According with the consultation strategy, the relevant stakeholder groups are:



business registers,

which contain and make publicly available company

information. They are also involved in company law procedures in contacts with

companies and legal professionals, as well as in contacts with business registers in

different Member States (including through BRIS);

national authorities,

such as tax authorities, labour law authorities, courts,

beneficial owner registers, which verify information in particular about companies

from other Member States in the context of different administrative or court

proceedings;

business associations/organisations,

which represent interests of companies of

different sizes and in different sectors and can share experiences of their members

in areas to be covered by this initiative;



kom (2023) 0177 - Ingen titel



trade unions,

which represent employees’ interests and can share experiences of

employees e.g. as users of company data;

legal professionals,

who are involved in company procedures, such as lawyers and

notaries;

companies,

including

SMEs and start-ups,

which use company law procedures to

set up and run their businesses, including on a cross-border basis, and that need

information about companies to make well-informed business decisions;

investors, creditors,

who need information about companies to make well-

informed decisions related to their investments or business partners;

citizens,

who need to find or check information about companies;

academic experts and think tanks

with expertise on the issues to be covered by

this initiative (e.g. for research, statistical purposes);

other

users of company data or actors of company law procedures

deemed

relevant.

Consultation activities and other information sources

The services of the Commission have used a wide range of methodological tools for the

consultation activities for this initiative. Consultations started early, in 2021. In particular,

DG JUST carried out the following activities:



The Commission published an

Inception Impact Assessment

on the initiative.

The feedback period started 20 July 2021 with a deadline for

feedback from

stakeholders

by 17 August 2021. In total, eight stakeholders provided feedback.

Amongst the respondents there were public authorities (business registers), business

associations, companies, citizens, legal professionals and other organisations.

(Summary available in section 3)



Open online public consultation

(the

Summary Report

is available online)

The consultation was published on 21 December 2021 and responses were accepted

until 8 April 2022. 83 organisations and individuals responded to the consultation.

Most responses came from Germany (20%), followed by Spain (13%), and Belgium

(12%), (which included replies from EU level associations), Austria (8%) and the

Netherlands (6%). There was a small number of replies from most other Member

States. Single non-EU responses were also received from Iceland, Switzerland and

Iran.

Public authorities (mainly Ministries of Justice or business registers but also

authorities/agencies dealing with specific issues such as economic crime or anti-

money laundering) from 12 different Member States including Spain, Belgium,

Sweden, Cyprus, Estonia, Finland, Latvia, Malta, the Netherlands, Poland, Portugal

and Slovakia participated in this consultation. One contribution was received from

Iceland. 12% of responses (10 out of 83) came from companies. Half were micro (1 to

9 employees), three large (250 or more employees), and one each small (10 to 49

employees) and medium (50 to 249 employees). All responding companies were

registered in a Member State (Germany, Austria, Greece, Italy, Poland and Spain).

Less than half (4) carried out (part of) their activity in several EU Member States and a

third (3) were part of a group of companies.

kom (2023) 0177 - Ingen titel

All questions were optional to allow stakeholders the possibility to focus on the topics

of most relevance and interest for them. Some questions were targeted at specific

stakeholders. It was also possible to provide additional information through open

questions and by uploading papers to allow stakeholders to provide the necessary

details. Respondents made use of these options and not all replied to all questions.



SME panel consultation

145

This consultation took place between 2 May and 10 June 2022. In total, 158

stakeholders replied to this consultation in the EU Survey webpage. Majority of

responses were submitted by SMEs in the form of limited liability companies: 64% by

private limited liability ones (99 out of 155) and 14% by public (22 out of 155). 5% of

replies came from partnerships (8) and 3% - from cooperatives (5). 10% of

respondents were self-employed (16). Most responses came from Portugal, followed

by Romania, Spain, Czechia and Poland. There were a few replies from Hungary and

Italy, and a couple or individual responses from some other Member States (Cyprus

and Germany, and Austria, Bulgaria and Lithuania, respectively). In terms of size of

the responding companies, 39% were micro enterprises or self-employed (1 to 9

employees), 32% small (10 to 49 employees), 22% medium (50 to 249 employees),

and 7% mid-cap and bigger companies (250 or more employees). 25% of respondents

who answered this question were part of a group of companies (39 out of 153). In a

few cases, their parent companies were located in another Member State (6) or in a

non-EU country (8) and otherwise, they were in the same Member State. The results of

the SME panel are attached in Annex13.



The Commission contracted an

external consultant

(Milieu Consulting) to carry out a

study, including specific tasks such as

desk research and literature review, analysis,

targeted e-surveys and interviews with key stakeholders

to assist the Commission

in collecting evidence, providing analysis, and cost estimates for the initiative.

The evidence collected from these activities includes: a legal mapping of the national

company law systems of all 27 Member States carried out by legal experts; an

overview of stakeholders’ needs and obstacles based on 5 surveys (to business

registers, public authorities, legal practitioners, business and financial organisations,

individual companies), which collected views from 25 business registers, 11 legal

professionals, 1 financial institution, 3 business organisations, 20 public authorities

(tax and labour) and 140 companies; and statistical data on the impacts of potential

measures.

The contractor organised, with the participation of Commission’s services,

virtual

workshops

to gather views, knowledge and data on specific issues, and to gather the

views of different stakeholder groups in more detail. During these workshops,

stakeholders had the chance to share their views including through short, targeted

145

The SME panel is a tool that allows Commission service to reach SMEs in a targeted way and are

organised in cooperation with the partners in the Enterprise Europe Network, a support network for small and

medium-sized enterprises (SMEs) bringing together, among others, chambers of commerce and industry,

regional development organisations or innovation support organisations.

kom (2023) 0177 - Ingen titel

surveys, and the Commission had an opportunity to go into greater depth on particular

points and to exchange and compare viewpoints in a dynamic setting.

A virtual

workshop with EU business registers

was held on 21 June 2022 with

the participation of representatives from nine Member States.

A virtual

workshop with companies

was held on 22 June 2022. It was planned

with 12 confirmed representatives of companies but due to last minute

cancellations, took place with four representatives from different Member States.

Notwithstanding to the multiple channels used to contact companies, it proved to

be difficult to have high number of companies participating in the workshop.

Nevertheless, the participating companies provided valuable input confirming the

existence of the problems relevant for this initiative and gave several practical

examples in particular concerning the difficulties faced when trying to use

company data cross-border.



DG JUST organised in Q3 2022 five

virtual interviews with legal professionals

–

lawyers working in the field of company law and legal counsels (in-house-lawyers)

dealing with company law employed by EU companies. These interviews gave a

valuable insight into the daily practice and difficulties in cross-border company law

and other administrative and judicial procedures. The lawyers provided concrete

examples on administrative burdens, costs and time needed for procedures. In

addition, they provided their views on what improvements to cross-border use of

company data would facilitate their work.

Bilateral meetings (targeted consultations)

were organised between DG JUST and

key stakeholders in the area of company law to discuss issues most relevant for them:



BusinessEurope



Council of the Notariats of the European Union (CNUE)



European Trade Union Confederation (ETUC)

The list of bilateral meetings and virtual interviews are included in Annex 15.



Two virtual meetings were held with the Commission

Company Law Expert group

(CLEG) bringing together Member State representatives from Ministries responsible

for company law issues on 30 September 2021 and 20 June 2022. The subgroup of

CLEG dealing with BRIS, the CLEG-BRIS, bringing together Member States

represenatives from business registers, also joined the latter meeting

146

The Commission

Informal Company law Expert Group

(ICLEG) consisting of 17

company law academics and practitioners from 12 Member States and EFTA countries

held six meetings during 2020, 2021 and 2022 with DG JUST where the issues

relevant for the initiative were discussed. The minutes of these meetings are available

in the Commission register of expert groups. ICLEG also drew up two reports on

issues relevant for this initiative (on transparency of company law data and on the



146

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cross-border use of company data) and these will also be published in the register of

expert groups when they are finalised

147

CHAPTER II – RESULT OF THE CONSULTATION ACTIVITIES

The first section of this chapter analyses the results of the consultation activities. Where

the views of different stakeholder groups on the same topic were substantially different,

they are analysed and presented separately.

The second section describes other issues, which were part of a broader reflection on the

potential initiative at the beginning of the process.

The third section presents a summary of the feedback received by stakeholders on the

inception impact assessment.

Section 1: Analysis of results

For ease of presentation, the policy options are regrouped under the main objective they

seek to meet, namely increased transparency and enabling direct use of company data in

business registers in cross-border situations.

1. Transparency

Making more company information available in business registers and/or

BRIS (policy options 1)

Interconnecting BRIS with other systems and enable better searches

(policy options 2)

A large majority of consulted stakeholders, including SMEs, encountered some

difficulties

when looking for information about companies,

in particular about companies in other

Member States. Only 20% (14 out of 71) respondents to the public consultation and 13%

(14 out of 110) replying to the targeted consultation of SMEs, did not encounter any

difficulties when looking for and accessing data about companies from other Member

States.

In replies to the public consultation, the

most often mentioned difficulty

was that

information about companies in different Member States was not comparable (48%, 34 out

of 71 respondents), followed by stakeholders not being able to find/have access to the

relevant company information at EU level but only in the national business register (35%,

25 out of 71), and language difficulties (34%, 24 out of 71). In particular, lack of

comparability and not having access at EU level were listed as the top difficulties by

business associations, companies and legal professionals. Public authorities most

frequently mentioned language difficulties.

The fact that the relevant information could be only found on companies’ websites (19%,

21 respondents) or only in national business registers of companies (12%, 13 respondents)

was also mentioned as a problem

148

by SMEs responding to the SME panel. In addition,

147

148

Respondents could only choose one answer when asked about difficulties, therefore lower numbers of

respondents per difficulty.

kom (2023) 0177 - Ingen titel

15% of responding SMEs could not find or access the relevant company information at all

(17 out of 110).

According to the results of the public consultation, the most important

reason to have

access to company data

is to find or check information about a company, as a creditor, a

business partner or a legal professional. Similarly, according to the surveys for the

supporting study, 75% of companies indicated that they needed company information

cross-border to find information about potential business partners; 33% - for

benchmarking/market analysis purposes, and 32% - to identify legal representatives.

Company information was also needed to verify who is the authorised representative of the

company, for judicial proceedings (e.g. when company information is required by a court),

when dealing with competent authorities (e.g. when applying to get SME funding, for

taxation, for social security, for posting of workers), to make investment decisions. Other

purposes indicated by stakeholders include, risk assessments, identifying stakeholders and

intra-group transactions along with company structures, recovery of tax arrears, checking

the registration of the company along with their scope of activity and registered office.

According to legal professionals responding to the supporting study surveys company

information was in particular needed to identify legal representatives, for judicial

proceedings, for verification of company data for the preparation of contracts, to carry out

controls/checks, for due diligence purposes and for administrative purposes. The public

authorities (mainly tax authorities) responding the supporting study survey confirmed that

they needed data about companies from other Member States to check information (95%,

19 respondents), establish taxes (70%, 14 respondents) and to identify legal

representatives, detect fraud and money laundering/terrorist financing and carry out

controls and checks (60%).

A number of other problems were mentioned during consultation activities, including

difficulty to search on registers’ websites, or technical and language difficulties. Some

SMEs considered that company information in registers was not sufficiently reliable. In

addition, another difficulty reported was the need to pay fees to access information and

documents from business registers. In the surveys for the supporting study, nearly 50% of

respondents indicated this as a problem. Similarly, 73% of respondents to the public

consultation considered that there is a need to have more company data available free of

charge centrally at EU level (through BRIS). In the context of accessing the information in

national business registers, some stakeholders mentioned that it was sometimes

challenging - even for legal professionals specialised in company law - to identify the

official source of company data (i.e. website of the official business register) in other

Member States as there are many private websites also providing company information.

74% of respondents who replied to the question on being familiar with the

Business

Registers Interconnection System - BRIS - or the “Find a Company” page of the

European e-Justice portal

confirmed their familiarity (53 out of 72). Public authorities

and business associations were more familiar with BRIS as compared to companies and

EU citizens. Out of those respondents familiar with BRIS, 67% used BRIS (35 out of 52),

whereas 23% of respondents did not and 10% had no opinion. Nearly all public authorities

familiar with BRIS use it.

According to the survey for the supporting study and the SME panel, respondents mainly

used websites of companies directly to find information about companies from other

Member States (43% and 45% respectively), followed by using business registers in other

Member States (21% and 16% respectively). 8% of the respondents to the supporting study

survey and 4% to the SME panel survey - used BRIS to access cross-border company data.

kom (2023) 0177 - Ingen titel

In general, the majority in

all consulted stakeholder groups

(companies, authorities,

business organisations, business registers, trade unions, legal professionals, citizens)

welcomed the Commission’s initiative on Upgrading Digital Company Law and expressed

their support for making more

harmonised company information available at EU level.

Among stakeholder groups responding to the public consultation, support was strongest

from companies and legal professionals. Legal professionals (lawyers, notaries) in

particular emphasised the need for making more complete and correct company data

available cross-border from the trustworthy source (business register) with an easy access.

Business associations mentioned that measures to increase transparency should not lead to

an increase in administrative burden for companies and stressed the need to ensure a

balance between transparency and protection of other values such as privacy.

In the supporting study surveys, all stakeholder groups (especially legal practitioners,

public authorities and companies) considered that the most significant benefit from the

planned measures to make more company data available would be to enhance trust in

business environment (91% - 73% of legal practitioners, 65% - 53% of public authorities

and 56% - 53% of companies).

As regards the specific types of company data, majority of

all consulted stakeholder

groups

were in favour of making

information about other types of companies

than

limited liability companies

available centrally at EU level (through BRIS).

For instance,

71% of those replying to the public consultation were in favour (48 out of 68) of having

more information about other legal forms than limited liability companies centrally at EU

level (through BRIS), and 37 and 36 out of those mentioned cooperatives and partnerships

respectively. 115 out of 117 of SMEs responding to the SME panel were in favour of

having more information about

partnerships

at EU level. 90% of public authorities and

91% of legal practitioners, 72% of companies and 70% of business registers responding to

the supporting study surveys thought that having information about partnerships at EU

level would be beneficial.

The respondents to the public consultation overall considered that similar information

should be made available as is currently the case for limited liability companies. Some

respondents said that information about all types of companies should be available,

referring also to associations, trusts or foundations. In consultation activities in CLEG,

most Member States’ representatives (business registers) also considered more

transparency on partnerships beneficial (some pointing out that otherwise these company

types could be used for abuse and fraud). Furthermore, in the consultations in CLEG, some

Member States referred to the need for harmonised data in this respect and saw some

challenges. Company law professors and practitioners in ICLEG recommended that

information in the national registers of the Member States about unlimited and limited

partnerships, and at least their partners with unlimited liability should be made available via

BRIS, on the basis of some harmonisation.

Nearly all responding participants to the public consultation (90%) thought that the

information about

third country branches in the EU,

which is already available in

national business registers, should also be accessible centrally through BRIS (60 out of

67). This majority support was reflected across the different stakeholder groups. High

support was also expressed in the supporting study surveys, with 73% of all respondents,

and in particular 94% of public authorities and 81% of legal practitioners confirming that

having this information at EU level would be beneficial.

kom (2023) 0177 - Ingen titel

The majority of stakeholders thought that it is important to have

better access to company

information related to groups of companies.

Over three quarters of respondents to the

public consultation (77%) was of this opinion (51 out of 66). Some business associations

considered access to cross-border information on groups important, highlighting though

that this should not lead to further requirements for companies. 111 out of 113 SMEs

responding to the SME panel also considered that such information would be beneficial.

An EU level SME association listed information related to groups among their four

priorities regarding company information that should be available not only at national but

also at cross-border level and stressed that this information is indeed difficult to access and

compare, which represents additional time and financial costs for SMEs. 76% of the

respondents to the supporting study surveys respondents, and in particular, 83% public

authorities, 75% companies and 72% legal practitioners also indicated that it would be

beneficial if information about groups of companies was available in an easily accessible

way and format to the wider public in both the national business registers and through

BRIS. 78% of all respondents to the supporting study surveys said that having the group

information available at EU level would help to reduce administrative burden (82% of

legal practitioners, 82% of public authorities and 75% of companies).

It was generally considered across the consultation activities that access to information

about groups would enhance transparency and trust in the business environment and would

make it easier to search for business partners. The majority of public authorities considered

that it would be beneficial to have access to information on groups. Business/financial

organisations and companies held mixed opinions but generally anticipated benefits if

information on groups were to be made publicly available. Legal professionals cautioned

that group information is different in the Member States, which might limit the value of

having cross-border access to this information. Some Member States considered that

implementation of such requirements might be challenging as group information might be

extensive and some underlined that this information was not yet available in their national

business register. Company law professors in ICLEG considered that it is important for any

company’s stakeholder to have access to information on the group’s existence and

structure.

In terms of purposes for which group-related data is used by the stakeholders, 94% of the

public authorities (mostly in charge of tax issues) consulted in the context of the supporting

study indicated that they use company data for taxation purposes and 50% - for anti-money

laundering purposes. Other uses included e.g. the supervision of internal transfers of posted

workers in company groups. 80% of legal professionals indicated that they use such

information mainly for anti-money laundering purposes, 70% for verification of company

data of a business partner of a company and 70% for preparation of contracts. Companies

and business organisations needed group information for taxation, application for funding

and anti-money laundering purposes.

67% of respondents in the public consultation were in favour of EU company law rules

requiring

disclosure of additional information about limited liability companies

national business registers and via BRIS (40 out of 60). There were majorities in favour

among the responding companies, legal professionals and EU citizens whereas the views

were more mixed among business associations and public authorities with approximately

equal numbers of respondents in favour and against.

The supporting study surveys also showed that stakeholders, notably public authorities and

legal practitioners, need to have access information about the place of management and the

place of the main economic activity. In particular, tax authorities responding to the

kom (2023) 0177 - Ingen titel

supporting study surveys needed this information for the identification and detection of

fraud and tax evasion (95% of tax authorities in case of place of management and 89% - in

case of place of economic activity), and the responding legal practitioners - for taxation

purposes (55% of legal practitioners use place of management and 73% - place of

economic activities). Legal practitioners also needed the place of economic activity for

social security purposes (55%). There was support to have this information at EU level

across the consultation activities. 70% of respondents to the public consultation thought

that the

place of management

and 67% - that the

place of main economic activity

of EU

limited liability companies should be disclosed in business registers and made available

through BRIS (45 and 43 respondents out of 64, respectively), while 25% replied that this

should not be the case. A responding EU level SME association listed place of

management as one of their four priorities regarding company information that should be

made available at national and EU level. Many stakeholders replying to the supporting

study surveys said that having this information available would help to reduce

administrative (72% of all stakeholders, 95% of public authorities in case of place of

management, and 81% legal practitioners and 66% of companies in case of place of

management, and 73% of all stakeholders, 95% of public authorities, 72% legal

practitioners and 69% of companies in case of the place of the main economic activity).

SMEs also supported disclosure of such information: 109 of 114 SMEs responding to the

SME panel were in favour of making information about place of management available,

and 112 out of 113 – about place of economic activity. In the supporting study surveys,

majorities in particular among legal practitioners and authorities considered that the

availability of such information would enhance trust in the business environment. The

reasons mentioned during consultation activities in favour of such disclosure included

taxation, insolvency/restructuring and social security purposes (mainly mentioned by

authorities and legal professionals) as well as fight against letterbox companies. Notaries

pointed out that while information on place of management and the place of main

economic activity will provide more transparency and prevent misuse of company law,

these concepts of are not harmonised under EU law, which might mislead users and create

legal uncertainty. Some Member States in the consultations pointed out that these concepts

are not part of their legal systems and that they would need to be defined.

A majority of stakeholders (in particular authorities, business registers and legal

professionals) considered that it would be useful to

link BRIS with the EU

interconnection of beneficial ownership registers and the EU interconnection of

insolvency registers.

Stakeholders were less supportive of connecting BRIS with the EU

interconnection of land registers.

A majority of respondents to the public consultation (82% and 72%) thought that it would

be useful to

link BRIS with the EU interconnection of beneficial ownership registers

(58 out of 71)

and the EU interconnection of insolvency registers

(51 out of 71). 41%

thought it useful to connect BRIS with the EU interconnection of land registers. Some

stakeholders, in particular notaries, expressed doubts about such interconnection due to

different subject matter of both systems and privacy restrictions to access information in

land registers. In the discussions in CLEG, most Member State experts have also

considered interconnection of BRIS with other systems beneficial. Some Member States

highlighted the importance of ensuring compliance with personal data protection rules. In

the surveys for the supporting study, 67% of all respondents said that it would be useful to

a large or very large extent to link BRIS to BORIS (74% of business registers, 90% of

legal practitioners, 69% of public authorities, 61% of companies) and 66% - to link BRIS

kom (2023) 0177 - Ingen titel

to IRI (70% of business registers, 80% of legal practitioners, 70% of public authorities,

61% of companies).

83% of respondents to the public consultation asked for more

search functionalities

centrally at EU level via BRIS (50 out of 60), in particular on searching by legal form (e.g.

by European Companies, SEs) and by registered office, but also by country-by-country

reports. 113 out of 115 SMEs responding to the SME panel also considered this beneficial.

The survey for the supporting study also confirmed that stakeholders considered that

limited search functionality of both the business registers and BRIS caused difficulties, as

some Member States limit searches to very limited time-frames or number of possible hits.

2. Use of company data in cross-border situations

Ensuring adequate verification of company data before it is entered into

the business register (policy options 3)

Enabling direct use of company data from business registers in cross-

border situations (policy options 4)

In the consultation activities, many stakeholders highlighted the importance of reliable

company data and confirmed that introducing common rules for verification of company

data before it is entered into business registers would increase its reliability. Around 40%

of public authorities, a third of legal practitioners, a quarter of companies and of business

registers responding to the supporting study surveys saw increased legal certainty as the

main benefit from the measures enabling the use of company information in cross-border

administrative or court procedures (which in those survey also included introducing the ex-

ante checks). The assessment by company law professors in ICLEG also confirmed that

harmonising the requirements for ex-ante verification is the appropriate measure to

increase reliability of company data

149

The importance of adequate checks for ensuring the reliability of company data in business

registers was in general underlined by legal professionals, in particular notaries, in the

public consultation and targeted interviews. Notaries considered that, today, at the cross-

border level, in many cases company information may be unreliable, and, eventually, it

might have no legal value. Business registers, can only fulfil their function of providing

transparency and legal certainty for business transactions if the company information

entered in reliable business registers is complete, correct and easily accessible. Notaries

also considered that the information in business registers is only correct and reliable if

transactions and decisions, verify the relevant company data and securely identify the

parties and applicants. Notaries also were of the opinion, that it should be up to the

Member States to decide whether the standard of input control in another Member State

satisfies its verification standards, i.e. whether it can be deemed equivalent to an own

standard of input control. Finally, notaries were of the view that Member States should

have discretion as to whether and how to design a system of preventive control that is in

line with their legal traditions.

149

Commission expert group consisting of company law professors (ICLEG) proposed to consider rules for

verification and checking of company data at EU level to further improve the reliability of registers in their

paper on the cross-border use of company data.

kom (2023) 0177 - Ingen titel

Many of the stakeholders during the consultation activities also considered that defining

common minimum rules for the verification of the correctness of company data before it is

entered in a business register could facilitate its use when dealing with competent

authorities or in court proceedings in another Member State. Defining common minimum

rules for ex-ante check was the second most important means to facilitate the cross-border

use of company data according to 43% of respondents to the public consultation (62%, 36

respondents). Companies replying to the surveys for the supporting study held mixed

views, although more companies still expected rather a decrease in administrative costs

(35%) than an increase (28%).

The majority of stakeholders considered that ensuring consistent ex-ante scrutiny through

the introduction of minimum common standards for checking the company information

before entering it into the business register would lead to a decrease in administrative costs

and charges or would not have an impact at all, with only some adjustment costs expected

by business registers. In the surveys for the supporting study, 27% of the responding

registers expected a small (and 14% a significant) increase in administrative costs for

introducing minimum common standards; in the workshop, 10 registers anticipated a slight

rise in administrative costs but participants said that benefits will outweigh the

administrative costs. 50% of business registers responding to the surveys for the supporting

study indicate that introducing common ex-ante checks would lead to a significant or small

increase in adjustment costs, with 10% expecting significant or small decreases, and 18% -

no impact.

In general, stakeholders in the consultation activities considered it important to remove

unjustified barriers and obstacles to the use of company information in cross-border

situations.

The results of consultation activities gave an example of how many companies try to set up

cross-border subsidiaries or branches. 13% of SMEs (mainly private and public limited

liability companies) replying to the SME panel already had an establishment/place of

business in another Member State (19 out of 151), 9% were planning to have one (14)

whereas 5% tried but gave up (7). Similarly, 20% of companies responding to the survey

for the supporting study indicated that they had or were considering setting up a subsidiary

in another Member State. 13% already had or were considering setting up a cross-border

branch.

As to specific difficulties when setting up cross-border subsidiaries or branches, the

consultation activities show that in a big majority of Member States, companies need to

resubmit data, which exists in their national business registers, to the registers of other

Member States. In particular in the public consultation, companies, which faced difficulties

when setting up branches or subsidiaries, indicated that the main problems concerned the

need to provide a certified translation of company documents or information, followed by

the need to have company documents legalised/have an apostille, and by a time-consuming

procedure and administrative costs . This was confirmed by the results of the SME panel,

where the responding SMEs with experience of setting up establishments abroad

mentioned that documents had to be legalised to be valid in another Member State

(apostille) (20 out of 40), that certified/sworn translation was needed (19) and that they

could not use the information/documents from their company’s business register (non-

recognition) (13). 60% of those answering faced administrative costs or time-consuming

procedures linked to such difficulties (15 out of 25); and costs for legal advice (e.g. from

lawyers or notaries), translations, legalisation costs were mentioned by a few respondents

in this context. The need for legalisation of documents and certified translations when

kom (2023) 0177 - Ingen titel

setting up branches for companies, and to a lesser extent when setting up subsidiaries, was

also mentioned by nearly half of the legal practitioners replying to the survey for the

supporting study. The existence of administrative barriers, and examples of the resulting

administrative burden (time, legal cost and fees) for companies was confirmed by the

targeted interviews with practicing lawyers specialised in company law.

Furthermore, the public consultation confirmed that companies face difficulties or find it

impossible to use the information, which is already in their national business register, when

dealing with competent authorities or in court proceedings in another Member State. A

majority (73%) of companies who replied indicated that they have encountered such

difficulties. Similarly, 70% of responding authorities confirmed they faced difficulties

when accessing or verifying data about companies from business registers in another

Member State. The report by ICLEG also mentioned that the company data in the business

probably due to the perceived risk of inaccuracy of the registered information from another

Member State; instead, they require additional evidence, which generates costs and delays

for the parties relying on the registered information

150

. The main difficulties encountered

by the respondents to the public consultation were that certified translation of company

documents/information was required and that company documents had to be legalised/have

an apostille. Similarly, 33% of SMEs responding to the SME panel with cross-border

experience, needed certified translations when dealing with authorities in other Member

States (9 out of 40) and 22% - legal certification (apostille) (6). 64% of those answering to

this question faced administrative costs or time consuming procedures linked to such

difficulties (14 out of 22). Over half of those who were involved in cross-border court

proceedings needed certified/sworn translation of company information/documents (9 out

of 17).

The surveys for the supporting study also showed that more than half of the legal

practitioners consulted needed certified or sworn translations of documents (64%) and

certification of documents (55%), and 45% mentioned the need for authentication

(apostille) in administrative procedures and in court proceedings. Similarly, more than half

of public authorities required certified or sworn translations of documents (53%), 41% -

certification of documents and around 30% of public authorities mentioned the need for

authentication (apostille). Furthermore, 60% of the legal practitioners surveyed indicated

that they face difficulties dealing with company law procedures due to differences in

electronic formats required by authorities and courts, and 50% due to requirements from

business registers.

Stakeholders in general expressed support in the consultation activities to the planned

measures to facilitate the cross-border use of company data. For instance as regards the

application of the once-only principle,

a majority of the SMEs (mainly private and public

limited liability companies) responding to the SME panel thought that not having to

resubmit the information already available in their company’s business register would help

their company when setting up cross-border subsidiaries and branches (65 out of 70).

Around three-quarters of replying stakeholders to the public consultation also thought that

applying the once-only principle would help when setting up subsidiaries (70%, 35

respondents) and branches (78%, 39 respondents) cross-border. Companies replying to the

150

ICLEG paper on the use of company data (to be published on the Commission company law policy

website and in the Register of expert groups once finalised).

kom (2023) 0177 - Ingen titel

supporting study surveys saw an easier cross-border expansion of SMEs as the first benefit

of the application of the once-only-principle (22% of replying companies).

Furthermore, 68 out of 75 of SMEs responding to the SME panel thought that having

less

formalities

(for example, through the use of digital solutions applied by authorities thus

reducing the need of legal certification of company data in procedures) would help their

company. Similarly, respondents thought that introducing a

common digital company

information extract

would help (64 out of 72). 59% respondents to the public

consultation also thought that replacing the need for legalisation/apostille, e.g. by secure

digital transmission channel would facilitate the use of company data cross-border (34).

Consultations with practising lawyers specialised in company law confirmed that the

application of once-only principle, and the abolishment of formalities when using cross-

border company data would reduce costs and time needed for procedures. Lawyers

provided examples from their daily practice on difficulties and costs and time spent with

procedures. The common harmonised company extract was also supported by notaries,

legal professionals and also by company professors in ICLEG. Many Member States were

in general supportive of common company extract. Some mentioned that it should focus on

basic company information and build on the existing register data. Most of Member States

delegations were also open to the use of the once-only principle.

Section 2: Analysis of results – Other issues raised during consultation activities

The initial consultations, in particular public consultation also include questions related to

on-line formation of other companies than limited liability companies as well as about so

called “virtual office”.

In the public consultations, about three quarters (72%) of those who replied (42 out of 58

respondents) think that it should be possible to allow fully online formation and filing for

companies other than limited liability companies (e.g. partnerships) with the remaining

28% disagreeing. Some stakeholders considered that online formation of partnerships

should only be introduced at EU level if experience with online formation of limited

liability companies is available. In the discussions in CLEG, Member States were divided

if introduction of online formation and filing for partnerships is necessary at stage.

In the public consultation, a majority of those who replied think that

virtual registered

offices

could serve real business needs (31 out of 49), while 41 % have no opinion or gave

no answer. 57% of respondents had no opinion or gave no answer to whether the

use of

virtual registered offices is widespread/growing (47

respondents out of 83). Amongst

those who answered, 61% experienced the use to be widespread/growing opposed to 39%

did not consider this happening (22 respondents out of 36). Close to half of those replying

to this question viewed the

overall impact of companies using virtual registered offices

as negative (45%, 17 out of 38), 34% (13 out of 38) as positive and 21% (8 out of 38) as

neutral. More than half of overall respondents had no opinion or gave no answer. As

regards

what issues the use of virtual registered offices raises,

answers varied.

Generally, respondents highlighted that virtual offices might facilitate the operation of

shell companies, fraudulent behaviour and money-laundering, and might raise questions of

applicable law and serving of official documents. In turn, some respondents considered

that the use of virtual offices could have an overall positive impact reducing overheads for

small companies and start-ups. When asked whether there is a

need for any action to

address the use of virtual registered offices,

around half of those who answered (24 out

of 45) see a need for action at EU level, 29% sees a need for action at national level and

kom (2023) 0177 - Ingen titel

18% does not see a need for action at all. 46% had no opinion or gave no answer (38 out of

83).

In general in the consultations, it deemed to be difficult to define the concept of virtual

registered offices and stakeholders had in general mixed views, including in the CLEG

discussions.

Section 3: Feedback on the Inception Impact Assessment

Stakeholders who provided feedback to the inception impact assessment expressed support

for the further digitalisation of EU company law, pointing out that the COVID-19

pandemic has showed how digital tools are essential to ensure the continuity of business

operations and interactions with authorities on company law related issues. Stakeholders

considered that EU level action is needed.

Enhancing transparency of company data and facilitating the cross-border use of company

information was supported. Stakeholders, in particular business registers, agreed with the

problem definition and confirmed the need to tackle the identified issues. BRIS was

considered as a good platform that should be further developed to facilitate cross-border

use of company data. Business associations particularly supported further digitalisation of

company law procedures. Furthermore, they highlighted the importance of ensuring the

recognition of documents/information issued by business registers, including the

acceptability of electronic copies and the application of the once-only principle. Some

submissions proposed that various digital tools and methods be considered in the future

initiative.

kom (2023) 0177 - Ingen titel

NNEX

3: W

HO IS AFFECTED AND HOW

RACTICAL IMPLICATIONS OF THE INITIATIVE

Businesses

would be positively affected by the initiative. By making more important

company data publicly available in business registers and at EU level through BRIS and

improving its reliability, will reduce overall administrative burden on companies and in

turn facilitate access to finance and the creation of businesses. In addition, the facilitation

of the cross-border use of such data, when creating new subsidiaries or branches cross-

border or in other cross-border situations, including administrative or court procedures,

will result in important recurrent cost savings and thus will substantially ease conducting

cross-border business activities and facilitate access to other Member States’ markets.

These measures will apply to around 16 million limited liability companies and 2 million

partnerships in the EU.

The package will result in some implementation costs for certain companies. These costs

will only apply to companies, which currently do not file information to the business

other hand, companies which are or are planning to engage in cross-border business

activities and/or creating new cross-border subsidiaries or branches, will benefit from

recurrent annual savings (burden reduction) of around EUR 437 million per year. When

comparing the one-off cost (around 311 million) against recurrent annual savings for

companies (around 437 million per year), it is clear that the

benefits

much outweigh the

one-off costs and that the initiative will bring significant burden reduction for companies in

the Single Market.

Business registers

will be expected to overall benefit from the measures. The increased

accessibility and reliability of company data, and better connections between registers,

thanks to the once-only principle and also interconnecting other EU level systems/registers

to BRIS, should facilitate registers’ work. On the side of costs, the package is expected to

entail one-off costs for business registers to adapt the IT systems of around EUR 5.4

million one-off cost, and recurrent costs e.g. to carry out ex-ante verification of company

data, estimated at around EUR 4 million per year for all business registers. In this context,

some business registers expected increases in adjustment costs to be limited as ex-ante

checks were already in place. It is also likely that there will be some loss of revenue e.g.

for those business registers, which charge access fees for company extracts. However the

application of the once-only principle and the common extract would bring more benefits

than costs

Other public authorities

would also be able to consult the company information directly

from business registers. Easier access to more sets of information would in particular

facilitate the work of authorities, for example in fight fraud and abuse. The application of

once-only principle would result in burden reduction also for public authorities. On the

other hand, those public authorities in charge of issuing apostille will face loss of revenue,

which are estimated to amount to EUR 9.5 million per year. However, due to current

unclear rules and legal uncertainty and the related human resources and time needed to

issue an apostille, the abolishing of the apostille is estimated to result in overall

administrative burden reduction.

kom (2023) 0177 - Ingen titel

Citizens/consumers

will benefit from easier access to reliable company data. Society at

large will benefit from the initiative as it will facilitate the fight against fraud and abuse

and will promote digital tools.

UMMARY OF COSTS AND BENEFITS

I. Overview of Benefits (total for all provisions) – Preferred Option

Description

Amount

Direct benefits

Comments

Trust and transparency in the

No quantified estimates available. Businesses, See detailed description and motivation in

market

business registers, public authorities, legal Annex 4 on the sections on efficiency,

professionals, and society at large will benefit (benefits under “Trust and transparency in

from more transparency. Having more reliable the market”.)

company data in business registers will bring

more trust and more legal certainty in the

market.

Ease of doing business

Companies will find more

multilingual (harmonised)

business partners, potential

Member States through

transparency.

easily, comparable,

information about

clients etc. in other

the measures on

See detailed description and motivation in

Annex 4 on the sections on efficiency

(benefits under “Ease of doing business and

access to the market”.)

EUR 437 million recurrent cost savings per year

for companies is expected from the measures

that enable direct use of company data from

business registers in cross-border situations

Savings in operational costs No quantified estimates available. Business

for business registers

registers will benefit from increased company

data in BRIS and from the interconnections with

different systems. Adequate verification of

company data will result receiving/being able to

access more reliable data from other registers.

This will facilitate their work. The use of the

once-only principle will allow business registers

to receive the documents directly from other

registers which will result in more streamlined

processes and cost savings.

Savings in operational costs No quantified estimates available. Public

for public authorities

authorities will benefit from more company data

comparable and easily accessible cross-border.

Enable direct use of reliable company data from

business registers in cross-border situations will

streamline procedures which will lead to cost

savings

Indirect benefits

Fight against fraud

More transparency and easier use of verified

company data in cross-border situations will

facilitate the work of public authorities fighting

fraud and abuse.

See detailed description and motivation in

Annex 4 on the sections on efficiency

(benefits under “Fight against fraud and

abuse”.)

See detailed description and motivation in

Annex 4 on the sections on efficiency

(benefits under “Operational cost savings

for business registers”.)

See detailed description and motivation in

Annex 4 on the sections on efficiency

(benefits under “Operational cost savings

for public authorities”.)

Digital company

transparency,

interconnection

of See detailed description and motivation in

information systems and the application of the Annex 4 on the sections on efficiency

once-only principle will have a strong impact on (benefits under “Digital economy”.)

digitalisation.

kom (2023) 0177 - Ingen titel

Functioning of the internal More transparency and more reliable company

market

data that can be used directly in cross-border

situations will contribute to the creation of a

more integrated and digitalised Single Market

See detailed description and motivation in

Annex 4 on the sections on efficiency

(benefits under “Functioning of the internal

market”.)

Administrative cost savings related to the ‘one in, one out’ approach*

Administrative burden

EUR 437 million cost savings per year recurrent

reduction for companies

(recurrent) for companies is expected from the

measures that enable direct use of company data

from business registers in cross-border situations

II. Overview of costs – Preferred option

151

Citizens/Consumers

Businesses

Administrations (business

registers and other public

authorities)

One-off

EUR

2.7

million

development

cost

for

business

registers

(€

100.000 per

MS)

2 FTEs per

MS – 54

FTE

altogether

per year for

business

registers.

EUR

million per

year.

Loss

revenue of

EUR

7.9

million per

year

Recurrent

One-off

Recurrent

One-off

Recurrent

Direct adjustment

costs

Policy

option 1c

Direct

administrative

costs

Policy

option

Direct

adjustment costs

EUR

million

311

Policy

option

Direct

adjustment costs

EUR

2.7

million

development

cost

(100.000 per

MS)

Direct

administrative

costs

Loss

revenue of

EUR

9.5

million per

year

Costs related to the ‘one in, one out’ approach

151

See details and explanations in Annex 4.

kom (2023) 0177 - Ingen titel

Administrative

costs (for

offsetting)

EUR

million

off)

311

(one

ELEVANT SUSTAINABLE DEVELOPMENT GOALS

III. Overview of relevant Sustainable Development Goals – Preferred Option(s)

Relevant SDG

Expected progress towards the Goal

Comments

SDG8 decent work

economic growth

and This initiative will contribute indirectly to

economic growth as it will enhance the business

environment in the Single Market

kom (2023) 0177 - Ingen titel

NNEX

4: A

NALYTICAL METHODS

CREENING OF IMPACTS

1.1. I

DENTIFICATION OF IMPACTS

All the impacts, which could potentially be associated with the policy options analysed in

this Impact Assessment were identified. This was done on the basis of the “impacts

checklist” set out in the ‘Better Regulation Guidelines’ (Tool #18), taking into account the

evidence gathered in the supporting study, during consultation activities with stakeholders

and on expert assessment.

The positive and negative, direct and indirect, intended and unintended, and short- and

long-term impacts were considered. Table 1 shows potential relevant impacts, which were

kept to further analyse their relevance for the planned initiative.

Table 1.

‘Long list’ of impacts

Long list of impacts drawing on

Commission IA guidelines

Conduct of business

Position of SMEs

Sectoral competitiveness, trade,

and investment flows

Administrative burdens on

business

Functioning of the internal market

and competition

Public authorities (and budgets)

Social Impacts

Working conditions, job standards

and quality

Public health & safety and health

systems

Culture

Governance, participation, and

good administration

Potential relevant impacts

considered

Conduct of business

Position of SMEs

Sectoral competitiveness, trade,

and investment flows

Administrative

burdens

business

Functioning of the internal market

and competition

Public authorities (and budgets)

Impact type

Economic

Impacts

Governance, participation,

good administration

and

Environmental

impacts

Economic and

Social impacts

Climate

Environmental impacts

Quality of natural resources

(water, soil, air etc.)

Biodiversity, including flora,

fauna, ecosystems, and landscapes

Animal welfare

Employment

Income distribution, social

protection, and social inclusion (of

particular groups)

Technological development /

kom (2023) 0177 - Ingen titel

digital economy

Consumers and households

Capital movements; financial

markets; stability of the euro

Property rights; intellectual

property rights

Economic and

Environmental

impacts

Sustainable consumption and

production

Efficient use of resources

(renewable & non-renewable)

Land use

The likelihood or scale of

environmental risks

digital economy

Overarching

Impacts

Territorial impacts (specific (types

of) regions and sectors)

Innovation (productivity and

resource efficiency); research

(academic and industrial)

Fraud, crime, terrorism, and

security, including hybrid threats

Resilience, technological

sovereignty, open strategic

autonomy, security of supply

Transport and the use of energy

Food safety, food security and

nutrition

Waste production, generation, and

recycling

Third countries, developing

countries, and international

relations

Sustainable development

Fundamental rights

1.2. S

CREENING OF IMPACTS

The following issues were taken into account when analysing the significance of impacts,

which can be associated with the policy options in this IA, for different stakeholders:



Their expected magnitude – taking into account the likely scale of impacts (i.e.,

the extent of expected costs and benefits), the number of companies affected, and

the extent of change expected;



Their likelihood – taking into account how likely it is for the positive and negative

impacts to occur, and prioritising those for which there is robust evidence;



Their relevance to stakeholders – taking into account views provided by relevant

stakeholder groups during consultation activities; and

kom (2023) 0177 - Ingen titel



Their link to Commission objectives, i.e., the extent to which each impact is

aligned with the objectives of the initiative (to include all impacts that directly

link to the objectives).

The assessment takes into account the views of stakeholders gathered through extensive

consultation activities (public consultation, SME panel, surveys for the supporting study,

targeted consultations with Member State company law experts, business associations,

legal practitioners), academic papers by company law professors as well as evidence

collected through desk research.

Some of the screened impacts are strongly interlinked and therefore, are covered jointly as

it would be impossible to separately assess their impact.

Table 2 presents the expected magnitude, likelihood and relevance for stakeholders for all

potentially relevant impacts, with additional explanation and marks which of those impacts

were retained for detailed analysis.

kom (2023) 0177 - Ingen titel

Upgrading digital company law

Table 2.

Significance of impacts for all the policy options under consideration

Key: ‘●’ low; ‘●●’ moderate; ‘●●●’ high

Relevance

for

Likelihood

stakeholder

Link with

the

objectives

()

Impact type

Expected

magnitude

Comment

Retained

()

Economic impacts

The ease of doing business refers to how easy or

difficult it is to start or operate a business in a

cross-border setting, e.g. by setting up a subsidiary

or a branch in another Member State, or carry out

commercial activities in another Member State. In

the EU context it is tightly related to the access to

the market and the (lack of) administrative or

financial barriers that could hamper cross-border

business activities. Under this impact category, the

conduct of businesses, position of the SME

and

the

sectoral competitiveness, trade, and

investment flows

will be jointly covered and

analysed given that they are strongly interlinked

and assessing their separate impact would be

impossible.

The

conduct of businesses

discusses whether the

regulation is likely to impose additional costs for

the businesses that might impact the creation or

closing down of businesses, as well as the access

to finance. It is expected that this initiative will

create cost savings for companies as access to

Conduct of

businesses

(hereafter: the ease of

●●

doing business and

access to the market)

●●●



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Upgrading digital company law

Impact type

Expected

magnitude

Relevance

for

Likelihood

stakeholder

Link with

the

objectives

()

Comment

more reliable company data will be more widely

available, which in turn will potentially facilitate

access to finance and the creation of businesses. In

addition, the facilitation of the cross-border use of

such data, when setting up subsidiaries or branches

cross-border or in other cross-border situations,

including administrative or court procedures, will

also result in cost savings. These cost savings are

captured under the administrative burden below.

As the

SMEs

account for around 98-99% of

limited liability companies

152

in the EU, the new

initiative will have an impact on their position, in

particular of those SMEs that engage (or plan to

engage) in cross-border activities and operations.

The planned initiative, same as the already existing

EU company law

acquis,

does not make a

distinction between SMEs and larger companies.

All companies, including SMEs, will fall under its

scope of application and will be covered by its

provisions, including e.g. a few additional

disclosure requirements. However, the easier

access to company data and the removal of

Retained

()

152

The study 'Assessment and quantification of drivers, problems and impacts related to cross-border transfers of registered offices and cross-border divisions of companies'

EY 2017

kom (2023) 0177 - Ingen titel

Upgrading digital company law

Impact type

Expected

magnitude

Relevance

for

Likelihood

stakeholder

Link with

the

objectives

()

Comment

administrative (and financial) barriers for its cross-

border use will be in particular beneficial to SMEs

as they do not have the financial and

administrative resources of large companies.

Sectoral competitiveness, trade, and investment

flows

refers to impact on the cross-border trade

and services and on the investment flows cross

border given that the trust in the market can be

increased as well as cross border company

formation can be stimulated. The initiative will

allow businesses to benefit from the Single Market

as it will be easier to use company data when

setting up cross-border subsidiaries and branches

and in other cross-border operations and activities.

Again, the conduct of businesses, the position of

the SME and the investment flows and trade

cannot be assessed separately in this context.

Therefore, the three categories are jointly

examined in an impact called ‘ease of doing

business and access to the market’.

Retained

()

Conduct of business

Position of SMEs

●●

●●●

●●

●●●



See above

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Upgrading digital company law

Impact type

Expected

magnitude

Relevance

for

Likelihood

stakeholder

Link with

the

objectives

()

Comment

Retained

()

Sectoral

●

competitiveness, trade,

and investment flows

●●



See above

●●●

●●



Trust and transparency

in the market

The initiative will impact the trust that companies

have in the market and in potential business

partners in other Member States as it will be easier

for them to find this information. At the same time,

public authorities, legal practitioners, consumers,

creditors, and other stakeholders, including society

at large, will have more trust in the market thanks

to the increased availability of more reliable

company data. Furthermore, the ex-ante controls

will improve the trust in the quality of the

company data even further.

The initiative will impact the administrative

burdens of businesses in multiple ways. First, it

will create some information obligations for

companies (e.g. regarding belonging to a group,

place of management) Secondly, it will – through

the application of the only-once principle - reduce

administrative burden on companies when they set



●●

Administrative

burdens on business

●●

●●●



kom (2023) 0177 - Ingen titel

Upgrading digital company law

Impact type

Expected

magnitude

Relevance

for

Likelihood

stakeholder

Link with

the

objectives

()

Comment

up subsidiaries of branches cross-border, and will

also reduce burdens when companies use company

data in cross-border situations (e.g. in

administrative or court procedures) by introducing

a common company extract and reducing

formalities.

This initiative will ensure that the company

information in all business registers is accurate,

adequate and up-to-date which means that

companies will need to comply e.g. with deadlines

for filing. Companies will only face enforcement

costs in case of non-compliance with rules.

However, it is impossible to predict whether the

non-compliance will increase or go down as a

result of the policy options. Given that the overall

assessment is that the change in enforcement

would be limited (in both positive or negative

terms), the expert assessment is that this impact

should not be retained as such.

Due to the improvement of quality and reliability

of company data, the sharing of information

between business registers and searching for

information about companies in other Member

States will become more efficient after the

adjustment period. This will result in operational

cost savings for business registers.

Retained

()

Enforcement

businesses

costs

Savings related to

operational costs for

business registers and

for

other

public

authorities



kom (2023) 0177 - Ingen titel

Upgrading digital company law

Impact type

Expected

magnitude

●

Relevance

for

Likelihood

stakeholder

●●

Link with

the

objectives

()



Comment

Retained

()

The improvement of quality and reliability of

company data should also result in some

operational cost savings for public authorities, e.g.

tax, labour authorities, or courts which need data

about companies for tasks related to administrative

and judicial procedures but also to more easily

identify companies (including taking more

effective action against fraudulent or abusive

ones).

The initiative will create additional costs for

business registers: the additional disclosure

requirements and the application of once-only

principle will require some IT developments, rules

on ex-ante scrutiny could require some additional

staff in the Member States (labour costs) and there

could be some lost revenue from company

extracts.

As regards other public authorities, and in

particular those in charge of issuing apostille, there

could be some lost revenue given that this

initiative will abolish formalities such as apostille.

●●

●●●



Adjustment

costs:

business registers and

other public authorities



Enforcement costs for

business registers

●



The initiative will ensure that the company in the

business registers will be more reliable in order to

create trust between Member States. In some

Member States, business registers may face extra



kom (2023) 0177 - Ingen titel

Upgrading digital company law

Impact type

Expected

magnitude

Relevance

for

Likelihood

stakeholder

Link with

the

objectives

()

Comment

enforcement costs of additional measures. This is

only relevant for policy options 3 and not

applicable to other options.

Retained

()

Social Impacts

●

The initiative implements eGoverment principles

as it aims to provide digital tools for business

registers and other authorities. In some Member

States, the responsibilities of business registers

will be affected (ex-ante control). The public will

have enhanced access to more transparent and

more reliable company information. The initiative

is linked to the application of the once only

principle (good administration).

The benefits of the good administration are

included in the reduction of administrative burden,

the ease of doing business and the transparency

and trust in the market. Therefore, to avoid overlap

(and to avoid double counting benefits) this impact

is not assessed separately.

●

Environmental

Impacts

●

The initiative could have some positive

environmental impacts due to increased possibility

to use digital procedures and tools between

business registers and companies, and also

between business registers in different Member

States through BRIS, and an increased application

Governance,

participation, and good

administration

kom (2023) 0177 - Ingen titel

Upgrading digital company law

Impact type

Expected

magnitude

Relevance

for

Likelihood

stakeholder

Link with

the

objectives

()

Comment

of the once-only principle. This would mean e.g.

reducing the use of paper. However, the expected

magnitude would be small and the likelihood is

uncertain. Therefore, this impact is not retained.

Retained

()

Economic and social

impacts

●

●●

Due to a reduction of administrative burden and

the reduction of hassle (increasing the ease of

doing business) this initiative could impact cross-

border investments, trade and services, and

subsequently indirectly impact employment (due

to increased investment) as well. However, the size

and magnitude of these impacts would be difficult

to assess. Therefore, the impact that is retained in

‘ease of doing business and access to the market’

is the investment across borders.

Downstream it will also be the case that consumers

will have better access to company information

and thus will be in a position to make better

informed decision and reduce potential consumer

detriment. However, this is not the retained as a

specific impact but it is included in the increased

trust in the market. Consumers have more and

more reliable information about companies which

helps them take informed decision when buying or

Employment

●

Consumers and

households

●●

●

kom (2023) 0177 - Ingen titel

Upgrading digital company law

Impact type

Expected

magnitude

Relevance

for

Likelihood

stakeholder

Link with

the

objectives

()

Comment

contracting with companies from other Member

States.

Retained

()

●●

●●●



Digital economy

This initiative focusses on simplifying

(digitalising) procedures for cross border business

activities (i.e. setting up branches, subsidiaries and

other cross-border operations/activities). This

initiative also generates opportunities for other

administrations and/or courts to directly use the

company data in cross-border situations. It will

include the application of the once only principle

in cross-border situations. This initiative also

focusses on the reduction of burden and costs for

businesses through the use of digital technology

and the application of the once only principle.



Overarching

impacts

●

Fight against fraud

and abuse

●●



Increased availability and access to cross-border

company data together with more reliable

company data (as a result of an improved ex-ante

quality control) will facilitate the work of

authorities and lead to better results when

fighting abuse and fraud.

The initiative will facilitate the implementation of

the rights of establishment in any MS, as

prescribed by Article 15(2) of the Charter. There



Fundamental rights

kom (2023) 0177 - Ingen titel

Upgrading digital company law

Impact type

Expected

magnitude

Relevance

for

Likelihood

stakeholder

Link with

the

objectives

()

Comment

should be positive impact on companies

benefiting from the opportunities offered by the

Single Market, in particular concerning the

freedom to conduct business set out in Article 16

of the Charter. The key obstacles to cross-border

operation should be removed (at least for SMEs).

However, these impacts are assessed under the

Functioning Internal Market and in particular

under Transparency and trust in the market and

ease of doing business and access to the market.

In addition, the retained measures (proposed

solutions) need to respect the protection of

personal data in line with Article 8 of the Charter.

However, this initiative does not have an impact

on fundamental rights as such. Therefore, this

impact is not retained.

Retained

()

●●

Functioning of the

internal market

●●●



The free movement of goods, services, capital,

will be easier as businesses can extend their

operations cross-border with less administrative

burden. Easier cross-border setting up and

activities for companies can lead to more

employment.



kom (2023) 0177 - Ingen titel

Table 3.

Selected significant impacts

Stakeholders

One-off (O) / Recurrent

(R)

Reduction R

Increase O

O/R



Other public authorities

(tax, labour, courts)

Main category of impacts

Companies

Society i.e. other

stakeholders such as

consumers

Business registers

Trust and transparency in the market,

for all stakeholders but in particular for

companies (benefit)



Ease of doing business and access to

the market (including competitiveness,

trade) (benefit)

Reduction and increase in

administrative burdens on companies

(cost and benefit)

Adjustment costs for business registers

and other public authorities (cost)

Enforcement costs for business

registers

Savings related to operational costs for

business registers and other public

authorities (benefit)

Digital economy (benefit)

Fight against fraud and abuse (benefit)

Functioning of the internal market

(benefit)







 





 



 

Full







 

Full







 





 



















 





 

Quantitative

Qualitative

kom (2023) 0177 - Ingen titel

SSESSING THE POLICY OPTIONS

This section includes an assessment of every policy options in comparison to Policy Option 0

(the baseline). Each policy option is evaluated on its

effectiveness (section 1), efficiency

(section 2) and coherence (section 3).

2.1. M

ETHODOLOGICAL APPROACH

2.1.1 General methodological approach

The assessment of the policy options is based on a mixed methods approach in which the

effectiveness, efficiency and coherence of the policy options are graded on a scoring system

that comprises qualitative, quantitative and monetary data. The data employed for this

analysis stems from various sources (public consultation, literature, previous impact

assessments on related topics, workshops with stakeholders from business registers and

private sector as well as the expert opinion of the team drafting the impact assessment).

It is clear from Table 3 that the various impacts of the policy options cover both tangible (e.g.

administrative burden, adjustment costs) and intangible impacts (e.g. trust in the market); the

latter require a different methodological approach for the assessment. The tangible costs are

monetised either by employing the Standard Cost Model (Toolbox #60) or by cost comparison

of the baseline (e.g. IT costs). Furthermore, many impacts are also scored by the views from

stakeholders or by expert opinion on their magnitude of impact (see scoring system below) to

have a comparative qualitative analysis as well. It was decided that for the purpose of this

impact assessment it would not be relevant to monetise the intangible impacts through stated

preference experiments (due to limited rationale, difficulty of choosing a payment vehicle and

increased difficulty for the stakeholders) or through revealed preference (due to a lack of a

comparable market of public information), but that it was more appropriate to apply a

qualitative approach based on a straightforward scoring system. Furthermore, the policy

options are defined by a few dominant impacts all of which are monetised and which show a

clear trade-off (between administrative burdens for companies and adjustment costs for

business registers/public authorities). All the other impacts, which are of second order in

magnitude compared to the large trade-off, are assessed qualitatively (based on both

quantitative and qualitative information from various sources).

Some of the costs relate to direct impacts, which magnitude can be assessed relatively easy,

whereas other costs are (more) indirect and less likely to occur (see Table 2). More

specifically, some of the impacts are dependent on the specific implementation of the

initiative by Member States. For the assessment of the differences between the Member States

we have used the existing evidence and cost information from business registers in the

baseline to make assumptions about the cost information in the policy options. Often, this

information is based on a large group of business registers (e.g. the qualitative cost

information is based on 20 Member States) but not all (due to not having received response

from all Member States). Therefore, extrapolations were made for the missing business

registers, and the assessment was always conservative to make sure that the benefits were not

overestimated and the costs were not underestimated. Again, the approach was followed to

make sure that the net impact of the policy options was rather a lower end estimate than an

overestimation.

The scoring system applied in this Impact Assessment is straightforward and easy to

comprehend.

kom (2023) 0177 - Ingen titel

2.1.2. Scoring approach

As outlined above, the combination of quantitative, monetary and qualitative assessment was

adopted in this study. Some of the more intangible impacts were scored by the available

evidence gathered from stakeholders, literature, previous impact assessment and/or the expert

assessment of the unit drafting the Impact Assessment. For reasons of clarity, all the available

evidence is translated into a straightforward scoring system to have comparable scores

between policy options as well as between various impacts.

The scores range from 0 to 5 for all three pillars of the evaluation (effectiveness, efficiency

and coherence).

Effectiveness:

The scoring system assessed to what extent the objective (or a specific part of the objective) is

realised by the policy option at hand.

5 means the objective is realised to a very large extent;

4 means the objective is realised to a large extent;

3 means the objective is realised to a moderate extent;

2 means the objective is realised to a rather limited extent;

1 means the objective is realised to a limited extent;

0: this option does not help the realization of this objective compared to the baseline.

Efficiency:

The scoring system is similar for costs and benefits, meaning that for costs it is an increase

compared to the baseline and for benefits it is an increase compared to the baseline as well.

5: means there is a very large increase in costs/benefits

4: means there is a large increase in costs/benefits

3: means there is a moderate increase in costs/benefits

2: means there is rather limited increase in costs/benefits

1: means there is limited increase in costs/benefits

0: this means that the impact does not change compared to the baseline.

Note 1: For the impacts for which there is monetized information, these impacts are also

translated into scores to assess the overall efficiency.

Note 2: the scores should be interpreted compared to the baseline. The scores should at this

stage not be assessed compared over various impacts. For instance, a score of 3 on

administrative burden could reflect a larger impact than a score of 3 for adjustment costs. This

kom (2023) 0177 - Ingen titel

relative comparison will be tackled in the Multi-criteria analysis (MCA) (see below under

section 2.5).

Coherence:

The scoring system assessed to what extent the policy option at hand improves internal and

external coherence.

5 means the coherence is improved to a very large extent;

4 means the coherence is improved to a large extent;

3 means the coherence is improved to a moderate extent;

2 means the coherence is improved to a rather limited extent;

1 means the coherence is improved to a limited extent;

0: this option does not help the coherence compared to the baseline.

2.2. E

FFECTIVENESS OF THE POLICY OPTIONS

In this section, the options are analysed in order to assess to what extent they will reach the

policy objectives of the initiative.

Table 1: Effectiveness of policy options 1 to make more company information available

in business registers and/or BRIS



Policy option 1a - Make information about partnerships and third country company

branches available in BRIS

Policy option 1b - Option 1a + make information about group structures and

ownership available in national registers and BRIS

Policy option 1c - Option 1b + make information about place of management and

place of the main economic activity available in national registers and BRIS

PO1a

Specific objective 1:

Increasing the amount

and improving the

reliability of company

data

available

business registers and

accessible cross-border

through BRIS

PO1b

PO1c

Motivation

The consultation activities (public consultation,

targeted consultation of SMEs and survey for the

supporting study) showed strong support for

making more company data available cross-

border, with majorities in favour for all

transparency measures

153

. Additional targeted

consultations with stakeholders and experts also

confirmed this. Some stakeholder groups

highlighted specific types of data: for instance,

153

See annex 2 with synopsis for details of stakeholder views.

kom (2023) 0177 - Ingen titel

SMEs expressed highest support for having

comparable information about additional legal

entities; legal practitioners, company law

professors and tax public authorities stressed the

importance of information on groups.

While all the options would contribute to address

the needs of the stakeholders by making more

company data available and thus be effective in

meeting the objective, PO1c will be most

effective. PO1c will provide most company

information available in business registers and

cross-border through BRIS in terms of types of

data but also numbers of companies covered.

While option 1a will cover 2 million partnerships,

and 1b also 135 450 cross-border groups, option

1c will make available information about place of

management and economic activity of all 16

million limited liability companies.

However, none of these options will ensure that

the company data would be more reliable as they

will focus on data availability without having

impact on its accuracy and correctness (including

being up-to-date).

The objective of enabling direct use of company

data in cross-border situations will be achieved

primarily by measures described below. However,

measures under policy options 1 will also

contribute to this objective as company data can

only be used cross-border if it is available in

business registers and cross-border through BRIS.

This means that the more company data is made

accessible in business registers and through BRIS,

the more direct use can be made of it in cross-

border situations. Therefore, PO1c is the most

effective measure to meet the sought objective as

it would make the most company information

available via BRIS. However, the scores are

relatively low given that the availability of

information is only the pre-requisite for this

objective, but cannot meet it alone.

Specific Objective 2:

Enabling direct use of

company data available

in business registers

when setting up cross-

border

branches/subsidiaries

and in other cross-

border activities and

situations

Table 2: Effectiveness of policy options 2 to interconnect BRIS with other systems and

enable better searches



Policy option 2a – Interconnection of BRIS with beneficial ownership registers

interconnection system (BORIS), use of EUID (European unique company identifier),

new search functionalities in BRIS

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

Policy option 2b - Option 2a + Interconnection with Insolvency Registers

interconnection system (IRI)

PO2a

PO2b

Motivation

Interconnection of BRIS with other EU level

interconnection systems and the use of EUID to link the

information available about a particular company across

those systems would make it possible to search for more

company data in one place. Across all consultation

activities, the majority of respondents were in favour of

interconnecting BRIS with the interconnection of

beneficial ownerships (BORIS) and of insolvency

registers (IRI). Member State experts have also

considered such interconnection beneficial. Additional

search functionalities in BRIS – supported by majority of

respondents to the public consultation and SME panel -

would also contribute to this objective by making it easier

to find company data in BRIS based on more search

criteria (e.g. also by legal form). PO2b is the most

effective measure as it will connect BRIS with two more

interconnection systems and therefore facilitate access to

more company data.

This objective will be achieved primarily by measures

described below. However, the use of the EUID as a

unique company identifier will also contribute to

facilitating the cross-border use of company data,

including by business registers, public authorities or

courts, as it helps to unequivocally identify companies

and e.g. their cross-border branches, companies which are

part of cross-border mergers, divisions or conversions

154

This information is valuable to all stakeholders including

creditors and shareholders. Making it possible to search

for more company data in one place through

interconnecting BRIS with other systems can also

facilitate the cross-border use of company data. However,

the scores are relatively low given that the availability of

information is only the pre-requisite for this objective, but

cannot meet it alone.

Specific objective 1:

Increasing the amount

and improving the

reliability of company

data

available

business registers and

accessible cross-border

through BRIS

Specific Objective 2:

Enabling direct use of

company data available

in business registers

when setting up cross-

border

branches/subsidiaries

and in other cross-

border activities and

situations

Table 3: Effectiveness of policy options 3 to ensure an adequate verification of company

data before it is entered into the business register



154

Policy Option 3a - obligation to check a harmonised list of elements

See description of EPREL system in section 2.2 of the Impact Assessment as an

example.

kom (2023) 0177 - Ingen titel



Policy Option 3b – Option 3a + common basic procedural requirements for ensuring

reliable and up-to-date data

PO3a

PO3b

Motivation

In the consultation activities, many stakeholders

confirmed that introducing common rules for verification

of company data before it is entered into business

registers would increase its reliability. For instance, 43%

of respondents to the public consultation considered such

common rules as the 2

most important means to

facilitate the cross-border use of company data. The

assessment by company law professors also confirmed

that harmonising the requirements for ex-ante verification

is the appropriate measure to increase reliability of

company data

155

. The importance of adequate checks for

ensuring the reliability of company data in business

registers was in general underlined by legal professionals,

in particular notaries. PO3a will already contribute to

increasing the reliability of company data cross-border by

ensuring that same elements are checked in all Member

States but PO3b will be more effective by also

introducing some additional procedural standards to

ensure reliability (e.g. including common filing

deadlines).

By increasing the reliability of company data on a cross-

border basis, the proposed measures will address the

current insufficient trust in company data between

business registers, public authorities or courts in different

Member States, and therefore contribute to facilitating

direct use of such company data (i.e. without additional

formalities). Discussions with experts confirmed that a

harmonised standard of verification would build trust in

company data from other Member States. PO3b will be

more effective as it will provide more harmonised rules

relevant for reliability of company data and therefore is

likely to result in more trust in company data between

Member State registers and authorities cross-border.

Specific objective 1:

Increasing the amount

and improving the

reliability of company

data

available

business registers and

accessible cross-border

through BRIS

Specific Objective 2:

Enabling direct use of

company data available

in business registers

when setting up cross-

border

branches/subsidiaries

and in other cross-

border activities and

situations

155

Commission expert group consisting of company law professors (ICLEG) proposed to consider rules for verification and

checking of company data at EU level to further improve the reliability of registers in their paper on the cross-border use of

company data.

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Table 4: Effectiveness of policy options to enable direct use of company data from

business registers in cross-border situations



Policy Option 4a - Requirement to apply once-only principle (no resubmission of

company information) when a company from a Member State sets up subsidiaries or

branches in other Member States

Policy Option 4b – Option 4a + harmonised company extract containing a common set

of company data and mutual recognition principle for certain company data

Policy Option 4c - Option 4b + abolition of formalities e.g. apostille

PO4a PO4b

Specific objective 1:

Increasing the amount

and improving the

reliability of company

data

available

business registers and

accessible cross-border

through BRIS

PO4c Motivation

This objective of having more and more reliable

company data will be achieved primarily by

measures described above. However, measures

under policy options 4 can indirectly contribute to

this objective as well. For instance, introducing a

common company extract with a common set of

company data, translated into all EU languages

under PO4b will mean that every company has the

same data in the common extract, and that the data

is thus comparable and multilingual, which

contributes to the transparency and creates more

trust about companies. Still, the scores are low

given that these measures will only to an extent

indirectly impact the objective.

There was clear feedback from stakeholders in the

consultation activities (public consultation, SME

panel) that not having to resubmit the company

information already available in their business

branches cross-border or in contacts with

authorities/courts in other Member States.

Similarly, stakeholders stated that being able to use

a common company extract and having less

formalities (e.g. no apostille) would facilitate the

use of company data when dealing with competent

authorities or in court proceedings in another

Member State. Targeted consultations, in particular

with legal professionals, also confirmed that

introducing a common company extract would be

very helpful to enable direct use of company data

and that formalities, including apostille, cause

considerable costs and delays.

PO4a will already provide a significant

improvement by resulting in fully direct use of data

about parent companies - without the need for



Specific Objective 2:

Enabling direct use of

company data available

in business registers

when setting up cross-

border

branches/subsidiaries

and in other cross-

border activities and

situations

kom (2023) 0177 - Ingen titel

companies to resubmit information and without

formalities - between business registers in different

Member States when setting up cross-border

subsidiaries and branches. However, options PO4b

and c will be more effective as they will in addition

address obstacles in other cross-border situations,

e.g. in administrative or courts procedures. PO4c

will be most effective as it will, in addition to

introducing a common company extract under

PO4b also remove formalities (e.g. apostille on

company data such as extracts).

2.3. E

FFICIENCY OF THE POLICY OPTIONS

This section analyses the efficiency of the various policy options based on the mapping of the

impacts. The text below details the approach followed for each of the impacts separately and

tables below shows the overview of the scoring for the efficiency criterion.

2.3.1 Methodology of the efficiency scoring

For the efficiency scoring, the standard cost model (see Toolbox #60) is mainly used as well

as for example for IT development cost estimations are used for IT costs. Please see above.

For more information, see section 2.1.1. This section details the assumptions and cost

calculation in detail.

Table in Annex 6 includes the number of limited liability companies and partnerships in the

EU as well as number of new cross-border subsidiaries and branches.

Policy options 1

Policy option 1a:

Make information about partnerships and third country company branches available in

BRIS

No costs have been calculated for businesses for this option as the information to be made

available through BRIS (partnerships and branches of third country companies) is already

available in the national business registers as they have already been disclosed by entities

concerned. Thus, there is no additional filing fees foreseen for businesses; there will be only

development costs for business registers to make this information available through BRIS. IT

development costs for business registers are estimated 100.000 EUR per Member State, 2.7

million EUR in total. This figure is based on Member States costs to do the necessary

developments for connection to BRIS so far (the same amount is calculated for each policy

option).

Policy options 1b + 1c:

Option 1a + make information about group structures and ownership (1b) + place of

management and place of main economic activity (1c) available in national registers and

BRIS

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There are approximately 135.450 groups of companies in the EU

156

. The proportion of

Member States that record information related to groups of companies in their business

registers is, depending on the type of information, is between 19 and 24% (supporting study).

An average of 21,5% has been calculated as the share of Member States where information on

groups is already available in the national business registers. This option also includes single

member limited liability companies in the EU. Current EU law

157

requires that information

about the single member of the single-member limited liability companies are disclosed

mainly in the business register which is the case at least in 21 Member States (support study).

Single-member companies are limited liability companies and also used in group structures.

Therefore there is no filing cost for such information

According to the supporting study, 37% of the companies are located in a Member State of

which the business register already collects the information on place of management and 46%

of companies are located in a Member State of which the business register has already

information on main economic activity. Thus, it is calculated that remaining 63 of the

companies will need to file the information on place of management and 54% of the

companies will need to file information on place of economic activity. The number of groups

is subtracted from the total number of limited liability companies to avoid double counting.

The single member companies are limited liability companies, and thus included in the total

number of limited liability companies.

Costs for options 1b and 1c: Companies are obliged to have information about their

shareholders in business registers or in a register at the company’s place

158

and to know the

group structure under EU law obligations

159

. Therefore, companies normally have information

on subsidiaries, parent companies and shareholders. As to the place of management and place

of main economic activity, this is clearly information which companies also have. This means

that there is no cost for companies to collect such information. Therefore, the calculations are

based on filing costs in the business registers which are divergent in Member States. While in

several Member States filing is free of charge for the companies, in many Member States

filing is based on a flat rate (i.e. without consideration what information is filed), while in the

rest of the Member States the actual filing cost depends on what company information is filed.

In the latter group of Member States, the filing costs of similar information (e.g. change of

director) have been considered. Alternatively, it could be considered that business registers

cannot charge for this initial filing in order to avoid any administrative burden on companies

and also because this does not represent a loss of existing revenue for business registers.

However, because there are some adjustment costs for business registers and loss of revenue

due to other measures which will be included in this initiative, this impact assessment takes a

conservative approach and assesses potential filing costs for those companies which need to

do this new filing. The calculation took into account that i) it is not possible to foresee what

filing costs Member States will require for the additional information and ii) Member States

should limit the filing costs by setting the rule that initial filing costs for these items should

not be set separately. Thus, the filing costs for these three items have been set at 20 EUR as a

one-off cost for companies. Time spent with filing is calculated 5 minutes work for a person

156

157

European statistical register on multinational enterprise groups.

Directive 89/ 667/EEC

158

FATF recommendation 24.

159

E.g. Directive 2013/34/EU, Directive (EU) 2015/849 as amended by Directive (EU) 2018/843 and proposal

COM(2021) 420 final.

kom (2023) 0177 - Ingen titel

in the company who does the filing (25 EUR/hour

160

) given that this is information that is

normally readily available within the company. This time is calculated separately for each

item under policy options 1b and 1c, thus three times five minutes for all three items

altogether.

IT development costs for business registers are estimated at 100.000 EUR per Member State,

2.7 million EUR in total. This figure is based on information received from Member States on

the costs to do the necessary developments for new versions of BRIS, for example for the

update due to the Digitalisation Directive. Based on that figure, the combined IT costs for all

relevant options under this initiative are estimated to be altogether around 5,4 million EUR.

For the purpose of cost estimations of different options, this amount has been divided equally

between options 1 and 4, where such IT development costs are involved.

Policy options 2

Policy Option 2a:

- interconnection of BRIS with beneficial owners registers interconnection system

(BORIS)

- use of EUID (European unique company identifier) to link company information

stored in different

- new search functionalities in BRIS

Development costs of BRIS by the Commission, including new search functionalities is

estimated to be 100.000 EUR, based on the costs of the central system’s development so far.

The use of EUID will not entail costs as this already exists in BRIS based on the national

business register number of the companies. There will be no costs for companies or separate

costs for business registers.

Policy Option 2b:

Option 2a + Interconnection with Insolvency Registers interconnection system (IRI)

Development costs of BRIS by the Commission, including new search functionalities is

estimated to be 500.000 EUR, based on the costs of the central system’s development so far.

Policy options 3

Policy Option 3a:

- obligation to check a harmonised list of elements

Given the differences between the national systems and procedures, the real cost varies from

Member State to Member State. While some Member States will have no or very low cost,

others may face a higher cost. For the purposes of the cost estimations an average for all

Member States is calculated. Therefore, 2 FTEs per Member State – 54 FTE altogether per

year – is estimated based on the input from business registers to the survey. The total cost thus

would be EUR 4,050,000.

160

Eurostat standard

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Policy Option 3b:

Policy Option 3a + common basic procedural requirements for ensuring reliable and up-

to-date data

For the same reason as above, an average cost for all Member States is calculated. The

procedural requirements are not estimated to increase the average FTEs need per year as

explained above.

Policy options 4

Policy Option 4a:

Requirement to apply once-only principle (no resubmission of company information)

when a company from a Member State sets up subsidiaries or branches in other

Member States

The measures under this option cover the situation when a company sets up a subsidiary or a

branch in another Member State (so creation of a new company or fixed establishment in

another Member State). The basis of the calculations is that there are approximately 15.6

million limited liability companies in the EU. According to the available information from the

supporting study (based on ORBIS), there are approximately half a million EU subsidiaries

(i.e. companies with a separate legal personality) belonging to ultimate owners located in the

EU. According to the supporting study and based on data from ORBIS, the number of new

incorporations of cross-border EU subsidiaries in 2021 was 3.686. This represents around

0,7% of the existing subsidiaries, thus this figure could well be underestimated. As regards

cross-border branches of EU companies, there are no recent figures available and multiple

attempts were made to gather this data. The estimation is therefore based on the available data

from 2008. Although it is highly likely, that there is an increase in number of new cross-

border branches per year since 2008, nevertheless 2008 figure related to the creation of new

cross-border branches is used as a conservative approach. Additionally, given that we cannot

foresee to what extent the number of branches and subsidiaries would increase as a result of

the implementation of the policy options in the future, we have kept the number of newly

started branches and subsidiaries constant over time. Again, this will be an underestimation

and the benefits are very likely to be higher.

When setting up these cross-border subsidiaries and branches, companies need to receive a

company extract in all cases (8186). The estimated average cost for certified extract is 5 EUR

(annex 7).

As a conservative estimation, in 20% of the cases, they also need the instrument of

constitution (i.e. in 80% of the cases this is not required, thus no costs attached). Depending

on the Member States, such documents also need to be translated into the official language of

the Member States where the subsidiary or the branch is being set up. It is assumed that only

75% of the instrument of constitution and also of the company extracts is translated because

some countries have similar language. The average cost for translation of extract and

instrument of constitution is estimated to be 33,05 EUR per page (see annex 8). It is estimated

that 3 pages are translated for extract and 15 pages for the instrument of constitution.

Finally, the expert estimation (also taking into account legal uncertainty due to the unclear

rules and different practices and as a conservative estimation) is that in 75% of the cases

kom (2023) 0177 - Ingen titel

(6139) apostilles are needed for such documents. The average cost of apostille is 12 euro

(annex 8).

Two days of work (883,20 minutes, 25 EUR/hour) are calculated for an employee in the

company to carry out all the steps under this option (both for subsidiaries and branches as the

procedure is similar). The cost for lawyer to get the documents is estimated to be 350 EUR.

To be noted, that the cost estimations do not include the possible involvement and cost of a

notary.

It is estimated that the common extract would be available free of charge for companies for

cross-border use once per year and are to amount to a loss of revenue of EUR 40,000 per year

for business registers. In addition, the loss of revenue would be 74,000 EUR per year for those

public authorities in charge of issuing apostille (based on the same assumptions).

Policy Option 4b:

Policy Option 4a + harmonised company extract containing a common set of company

data and mutual recognition principle for certain company data

While the option 4a covered the setting up a new company (subsidiary) or establishment

(branch) in another Member State, this option covers the need of all companies to get an

extract in any other context of cross-border activities during their life-time. Under this option

the process to get a company extract for cross-border used and its cost is assessed.

The starting point is that there are approximately 15.8 million limited liability companies in

the EU. There are different figures available concerning cross-border activities of SMEs.

According to the Impact Assessment for the Public Documents Regulation in 2010, more than

44% of them are involved in some form of international contact. The Impact Assessment for

BRIS in 2011 estimated that 25% of small and medium-sized enterprises (SMEs) in Europe

export and 29% import within the single market. The SME Strategy 2020 stated that the

single market accounts for 70% of the value of SME goods exports, and 80% of all exporting

SMEs sell to other Member States.

In addition, for comparison, in 2021, around 9.0 million extracts were issued by business

registers in 5 Member States

161

. Although these figures do not make a distinction between

company extracts issued for domestic and cross-border use, it shows the magnitude of the use

of the extracts.

This Impact assessment is based on the assumption that 10% of the limited liability

companies (i.e. 1.56 million) need one extract every year. As explained above, this

assumption is rather conservative given the share of companies engaged in cross-border

activities and also the number of extracts delivered. In addition, it is likely that many

companies need an extract more than once per year.

In order to assess the costs related to getting the extract. Two basic situations are considered

to calculate the savings: 1) when company extract is requested today from the business

when the company gets it itself from the business register (50% of the cases). If a lawyer is

161

Information received from Member States.

kom (2023) 0177 - Ingen titel

involved, then the cost of the lawyer’s work is 150 EUR, and the extract costs 5 EUR. If the

company gets it itself from the business register, then the time spent with the process is 240

minutes (25 EUR/hour) and the cost of the extract is 5 EUR. As regards translation costs of

company extracts, it is assumed that it is needed only in 75% of the cases, as in the remaining

25% the language of the extract is accepted by the other Member State (e.g. an extract from

Belgium in French to be used in France). To be noted, that these estimations do not include

the possible involvement and cost of a notary. It is estimated that the common extract would

be available free of charge for companies for cross-border use once per year and are to

amount to a loss of revenue of EUR 7.9 million per year for business registers.

Policy Option 4c:

Option 4b + abolition of formalities e.g. apostille

To calculate the savings under this option, the average cost of apostille is considered to be 12

EUR. As a conservative estimation, it is assumed that only in half of the cases an apostille is

needed. As above, it is assumed that in half of the remaining cases, the company extract is

requested with the help of the lawyer, in the other half the company gets it itself. If a lawyer is

involved, the cost of the lawyer is 150 EUR, and the apostille is 12 EUR. If the company gets

it itself, then it is assumed that the employee of the company will work 240 minutes at 25

EUR hourly rate and the apostille costs again 12 EUR. As under option 4b it is estimated that

the common extract would be available free of charge for companies for cross-border use

once per year and are to amount to a loss of revenue of EUR 7.9 million per year for business

registers. In addition, the loss of revenue would be 9.5 million EUR per year for those public

authorities in charge of issuing apostille (based on the same assumptions).

IT development costs for business registers are estimated 100.000 EUR per Member State, 2.7

million EUR in total. This figure is based on Member States costs to do the necessary

developments for connection to BRIS so far.

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Standard cost model calculations on administrative burden

Policy option 1

Policy option 4

100

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101

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102

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Policy options 1 to make more company information available in business registers and/or BRIS



Policy option 1a - Make information about partnerships and third country company branches available in BRIS

Policy option 1b - Option 1a + make information about group structures and ownership available in national registers and BRIS

Policy option 1c - Option 1b + make information about place of management and place of the main economic activity available in

national registers and BRIS

Unit

measurement

PO 1a

PO 1b

PO 1c

Motivation

BENEFITS FOR BUSINESSES

Trust and

transparency in

the market

Score 1-5

These options will increase the transparency and availability of information in the

market for businesses on the one hand and the accompanying trust this would generate

in the market. The access to information and the trust in the market, however, cannot

be assessed separately.

Option 1c would score the highest compared to options 1b and 1a as it provides the

most company data comparable and easily available across the EU and thus contributes

most to enhance trust and transparency in the market/business environment. There was

strong support for all transparency measures in the surveys carried out by the

Commission and in the supporting study. 87% of those replying in the public

consultation in favour of more harmonised company information available at EU level

(67 out of 78), especially that finding/checking information about a company was seen

as the most important reason for needing company data and as lack of comparable data

and not being able to find it at EU level were the most often mentioned difficulties.

All stakeholder groups (esp. legal practitioners, public authorities and companies) in

the supporting study surveys considered that the most significant benefit from these

103

kom (2023) 0177 - Ingen titel

measures was enhancing trust in business environment (91% - 73% of legal

practitioners, 65% - 53% of public authorities and 56% - 53% of companies).

Although it is difficult to estimate the value of information, according to the recent

estimate

162

, direct users attributed the greatest value to the provision of financial

information (e.g. annual reports and financial statements) which exist in the business

numbers, dates of incorporation, nature of business) is estimated to be slightly lower, at

approximately £800 (950 euros) per user per year.

It can be reasonably assumed that the value of reliable information in the cross border

context of the EU BRIS would not be less, but probably significantly higher than the

value of information in a national setting as described by the White Paper cited above.

Ease of doing

business and

access to the

market

Score 1-5

Easing the doing of business (or reducing the hassle) and facilitating access to other

Member States’ market is a corollary to the increased transparency and trust.

Companies will find more easily, comparable, multilingual (harmonised) information

about business partners, potential clients etc. in other Member States. Similarly, when

companies are accessing other Member States’ markets, for example creditors will

have easy access to the information about the company which will potentially facilitate

access to finance and the creation of businesses. It is also likely that potential investors

will more easily invest in SMEs in other Member States due to better information

about the investment targets. Companies themselves will save time (hassle cost) in

searching information about business partners which will contribute to making it easier

to do business cross-border and access other markets. 115 out of 117 of SMEs

responding in the SME panel thought that having comparable information about

additional legal entities (e.g. partnerships) at EU level could most help when looking

for information about companies from other Member States, and majorities were also

in favour for other measures (109-112 out of 113-114).

162

“Corporate Transparency and Register Reform White Paper” from the UK Department for Business, Energy & Industrial Strategy.

104

kom (2023) 0177 - Ingen titel

All stakeholder groups (esp. legal practitioners, public authorities and companies) in

the supporting study surveys considered that the second most significant benefit from

these measures was making it easier to search for information about business partners

abroad (55% of legal practitioners for additional entities and groups, 47% of public

authorities and 47%-40% of companies).

Administrative

burden

reduction

COSTS FOR BUSINESSES

Administrative

burden

increase(one-off

cost)

Score

1-5 0

Standard Cost

Model

calculations

There will be no new filing for partnerships as information about partnerships already

exists in all business registers or for third-country branches i.e. no cost (policy option

1a). Concerning groups, there is no costs for companies to collect such information

because all companies (under FATF) are already required to either file information

about shareholders to the business register or to keep a shareholder register at the

company. The new filing cost related to groups and place of management and place of

economic activity will be only for those companies, which do not need to file such

information to the register today. It will be one-off cost and companies can comply

with it over a period of time (for example 3 years). In addition, the initial filing costs

for these items cannot be set separately so that filing costs can be limited. Overall,

companies considered the effect on the administrative cost to be at least neutral or

rather reducing it. In the supporting study surveys and workshops, 20% of companies

thought that there will be no impact on administrative costs and around 34% that there

would be an overall administrative cost reduction, while 20% thought that the

administrative cost would increase. The overall administrative cost reduction reflects

the fact that different authorities could have access to this information in business

registers without the need for the company to provide it to each authority separately

and also that the company itself can find that information easily about its business

partners.

n/a – covered under admin increase below

€

643.105 311.31

0.343

105

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BENEFITS FOR BUSINESS REGISTERS

Savings related

to operational

costs

Score 1-5

Business registers will benefit from increased company data in BRIS. This data exists

in multilingual form and is comparable, so business registers can more easily

understand it and use it. This facilitates their work when they register companies (e.g.

foreign companies, companies as shareholders) or when checking data about

companies, preparing reports. Although the cost savings could be slightly bigger in

relation to the policy option PO1c given that it provides for most additional

information, it is however considered that overall the policy options have not an

important impact in terms of cost savings for business registers.

BENEFITS FOR OTHER PUBLIC AUTHORITIES

Savings related

to operational

cost for other

public

authorities

Score 1-5

When more company data is comparable and easily accessible cross-border, public

authorities can consult this information when checking data about companies directly

without the need to search or ask companies for it. This means savings in particular in

time. It is clear from consultations that public authorities (e.g. tax authorities) have

strong interest in the company data under these policy options and that these measures

will also bring strong benefits in terms of trust and transparency in the market, as

explained above. The options 1b and 1c will create more benefits as information on

groups, place of management and economic activity is of specific importance for

public authorities (e.g. responsible for tax).

COSTS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES

Adjustment

costs for

Score 1-5

One-off IT costs for updating the system but no need for additional staff for

maintenance once new company data is included in the system (therefore no need to

106

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business

registers

IT costs

€2.7

million

develop

ment

cost (€

100.000

per MS)

€2.7

million

develop

ment

cost (€

100.000

per

MS)

€2.7

million

develop

ment

cost (€

100.00

0 per

MS)

calculate FTEs). The IT costs are considered the same for all options because the

difference is considered to be minor. The costs related to the necessary developments

in the central platform of BRIS resulting from these options will be covered by the

evolutive maintenance of the system under the EU budget

163

Adjustment

costs for other

public

authorities

BENEFITS FOR SOCIETY AT LARGE (i.e. CONSUMERS)

Fight against

fraud and abuse

Score 1-5

N/A as no specific adjustment costs.

Making information on partnerships more comparable and accessible helps as these

legal forms can also be used for abusive purposes. Information on groups and also on

place of economic activity will add to the benefits as these provide important

information in context to tackle fraud and abuse (e.g. related to letterbox companies).

Most stakeholder groups in the supporting study survey thought that having

comparable information under all the options (and in particular on additional entities

and on place of economic activity) would contribute to the fight against anti-

competitive behaviour and abuse. In particular 53% of public authorities for all options

and legal practitioners (64% on groups and 45% on place of management). Importance

of information on group structure also stressed by ICLEG

(Having a clear view of the

163

The total overall yearly maintenance cost of BRIS which includes the analysis, design, implementation, testing and corrective maintenance costs of BRIS currently

incurred by the Commission is EUR 2 million, financed by the Digital Europe Programme.

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structure of the group, may also prove useful, and even essential, for authorities to

investigate and contrast any possible tax or any other abuse or violation of law).

Therefore, PO1c would the most efficient in terms of benefits, while PO1b and PO1a

would also bring benefits but in a slightly lesser degree.

Digital economy

Score 1-5

The information in all POs would be accessible cross-border through digital means

(through BRIS). All the policy options would thus have a positive impact on the digital

economy and digital Single Market. Po1c and Po1b are scored higher given that they

would make more data available cross-border than PO1a.

The objective of these policy options is to enhance transparency about companies in

the Single Market, through the use of digital tools (such as BRIS). As explained above,

this would create transparency and trust in the Single Market and help authorities to

tackle fraud and abuse. More information about companies would also help consumers

to make informed choices when buying, using services or contracting cross-border.

This would in general contribute to a fairer Single Market. However, given that there is

an overlap with other impacts in this table, the scoring is not counted twice.

Functioning of

the internal

market

Policy options 2 to interconnect BRIS with other systems and enable better searches



Policy option 2a – Interconnection of BRIS with beneficial ownership register interconnection system (BORIS), use of EUID (European

unique company identifier), new search functionalities in BRIS

Policy option 2b - Option 2a + Interconnection with Insolvency Registers interconnection system (IRI)

Unit

of PO 2a

measurement

BENEFITS FOR BUSINESSES

PO 2b

Motivation

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Trust and transparency in

Score 1-5

the market

These options will reinforce trust and transparency in the market. Stakeholders will

be able to search information about a specific company easily in several registers

with the help of the unique company identifier (EUID). EUID exists today for

around 16 million limited liability companies and their cross-border branches in

BRIS. BORIS also uses it. By extending the use of EUID to partnerships and

connecting information in different registers with the help of EUID ensures that the

company is unequivocally identified in every register and that data in different

registers is connected to the same company. EUID has no cost implications on

companies. It is based on the national registration number. Strong support in public

consultation for both interconnections, with majority of respondents saying that it

would be useful to link BRIS with the EU interconnection of beneficial ownership

registers (70%, 58 out of 83) and the EU interconnection of insolvency registers

(61%, 51 out of 83). Therefore, having BRIS connected with BORIS (PO2a) would

already bring benefits but these would be higher if BRIS is also connected with IRI

as then more company information is accessible in one place for all stakeholders,

increasing also trust in the market (Po2b).

In addition, 83% of respondents to the public consultation asked for more search

functionalities centrally at EU level via BRIS (50 out of 60) which is included in

both policy options.

Ease of doing business and

access to the market

Score 1-5

As for transparency measures, companies would save in search cost for information

about a specific company in other Member States through better and more

accessible information. This will make it easier to do business with business

partners abroad, as explained under the trust and transparency in the market impact

above. The options are scored at the same level given that the difference of their

impact on doing business cross border and accessing other markets is not

important.

The interconnection between BRIS and BORIS could also contribute to reducing

administrative burden on companies. For example, the obliged entities under the

Anti-Money Laundering Directive could cross-check the company information

Administrative burden

reduction

Score 1-5

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directly through BRIS. The same would also apply to the Insolvency register. Both

options score similarly in this respect because this would rather rely on practical

implementation.

COSTS FOR BUSINESSES

Administrative burden

increase

See above. EUID does not entail any cost for companies. N/A.

BENEFITS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES

Operational cost savings

for business registers

Score 1-5

Similarly to other stakeholders, business registers will also benefit from connecting

the interconnections as it will be possible to check all data via accessing one

interconnection of registers instead of two or three. This makes it easier for

business registers to search/consult this information when checking data about

companies. In the surveys for the supporting study, 65% of business registers said

that it would be useful to a large or very large extent to link BRIS to BORIS and

61% to IRI. In addition, these interconnections could bring operational cost savings

for those business registers which also hold beneficial ownership registers thanks

to improved synergy. Higher benefit for option 2b as more systems will be

interconnected.

When more company data is easily accessible cross-border, then public authorities

can consult this information directly without the need to search or ask companies

for it. This means savings in particular in time. It is clear from consultations that

public authorities have strong interest in the company data under these policy

options and that these measures will also bring strong benefits in terms of trust and

transparency in the market, as explained above. In the surveys for the supporting

study, 69% of public authorities said that it would be useful to a large or very large

extent to link BRIS to BORIS and 69% of public authorities thought so in relation

to IRI.

Savings related to

operational costs for public

authorities

Score 1-5

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COSTS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES

Adjustment costs for

business registers

N/A as the adjustment costs would be financed at EU level because the EU systems

would be interconnected. Development costs of BRIS by the Commission,

including new search functionalities is estimated to be 500,000 EUR, based on the

costs of the central system’s development so far.

N/A as no specific adjustment costs due to interconnection.

Adjustment costs for other

public authorities

Score 1-5

BENEFITS FOR SOCIETY AT LARGE (i.e. CONSUMERS)

Fight against fraud and

abuse

Score 1-5

Easier access to more sets for information (about companies, about beneficial

owners, about insolvent companies) will facilitate the work of authorities and

obliged entities (under the Anti-money laundering rules) to check the information

about companies and detect abuse. Higher benefit for option 2b as more systems

will be interconnected.

Interconnecting the EU level systems of interconnection would strongly contribute

to creating more connected public administrations at EU level and cross-border. In

addition, the use of EUID would make it possible to also connect other EU level

systems/registers (as the example of EPREL) to BRIS, bringing further befits. Both

options are scored equally given that both significantly contribute to the

digitalisation of the Single Market.

The objective of these policy options is to enhance transparency about companies

in the Single Market further through connecting EU level systems. As explained

above, this would create transparency and trust in the Single Market and help

authorities to tackle fraud and abuse. More information about companies would

also help consumers to make informed choices when buying, using services or

contracting cross-border. This would in general contribute to a fairer Single

Market. However, given that there is an overlap with other impacts in this table, the

scoring is not counted twice.

Digital economy

Score 1-5

Functioning of the internal

market

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Policy options 3 to ensure an adequate verification of company data before it is entered into the business register



Policy Option 3a - obligation to check a harmonised list of elements

Policy Option 3b – Option 3a + common basic procedural requirements for ensuring reliable and up-to-date data

Unit

measurement

BENEFITS FOR BUSINESSES

Trust and

transparency in the

market

Score 1-5

of PO 3a

PO 3b

Motivation

Having more reliable company data in business registers, as a result of these

measures, will bring more trust and more legal certainty in the market for all

stakeholders, and the benefits should be higher for option 3b as there would be

additional common requirements for checks making the data more trustworthy for

business registers from other Member States. Around 40% of public authorities, a

third of legal practitioners, a quarter of companies and of business registers saw

increased legal certainty as the main benefit from the measures making it possible to

use company information in cross-border administrative or court procedures (which

in the survey also included introducing the ex-ante checks). Commission expert

group consisting of company law professors (ICLEG) recommended the extension

of the current EU minimum standards for verification and checking of company

data. Increased legal certainty will be beneficial for companies, legal practitioners,

public authorities, creditors and all other stakeholders. It will reduce transaction

costs. Having data available is the pre-requisite, but to create the necessary trust, the

data has to be accurate and up-to-date.

Having more reliable company data in business registers, as a result of these

measures, would make such data easier to use cross-border (as also mentioned by

ICLEG, see point above on trust). Defining common minimum rules for ex-ante

check was the 2

most important means to facilitate the use of company data on a

112

Ease of doing

business and access

to the market

Score 1-5

kom (2023) 0177 - Ingen titel

cross-border basis according to 43% of respondents to the public consultation.

Ensuring that the company data in business registers and in BRIS is reliable creates

legal certainty and will further facilitate companies access to finance and result in

enhanced investment opportunities. Companies can also rely on the information

when searching business partners in another Member States and other opportunities

to expand cross-border. PO3b creates more legal certainity through enhanced

harmonised checks and procedures.

Administrative

burden reduction

Score 1-5

N/A. On its own, this measure would not result in tangible administrative burden

reduction for companies. It will help companies vis-à-vis third parties, such as

creditors and shareholders who can rely on the information.

Companies replying to the surveys for the supporting study held mixed views,

although more companies still expected rather a decrease in administrative costs

(35%) than an increase (28%).

COSTS FOR BUSINESSES

Administrative

burden increase

N/A. In principle, there should not be increase in costs for companies.

BENEFITS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES

Operational cost

savings for business

registers

Score 1-5

These measures should result in business registers receiving/being able to access

more reliable data from other registers and therefore needing to ask less additional

documents, in principle resulting in less operational costs (higher with more reliable

company data under option 3b).

In the surveys for the supporting study, 27% of the responding registers expected a

small (and 14% a significant) increase in administrative costs for introducing

minimum common standards; in the workshop, 10 registers anticipated a slight rise

in administrative costs but participants said that benefits will outweigh the

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administrative costs.

Operational cost

savings for public

authorities

These measures should result in public authorities receiving/being able to access

more reliable data from registers from other Member States and therefore needing to

ask less additional documents, in principle resulting in less operational costs (higher

with more reliable company data under option 3b). PO3 will also ensure that all

Member States implement the FATF recommendation 24 (as revised in March

2022) which requires that basic company data in the business registers is adequate,

accurate and up-to-date.

COSTS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES

Adjustment costs for

Score 1-5

business registers

2 FTEs

per MS –

54 FTE

altogether

per year.

EUR

4,050,000

2 FTEs

per MS –

54 FTE

altogether

per year.

EUR

4,050,000

50% of business registers responding to the surveys for the supporting study

indicate that introducing common ex-ante checks would lead to a significant or

small increase in adjustment costs, with 10% expecting significant or small

decreases, and 18% - no impact. According to 10 business registers taking part in

the workshop, adjustment costs were projected to rise only slightly as many

registers considered there were already ex-ante checks in place. There will be higher

adjustment costs for option 3b as there will be more common requirements.

Business register in this context is understood to include any other authority or

person who is involved in ex-ante verification depending on the Member State.

Option 3b (and to a lesser extent option 3a) could create some limited enforcement

costs for business registers which would need to ensure that e.g. their registers are

kept updated, and that filing deadlines are complied with (but e.g. no need for on-

site inspections).

N/A.

Enforcement costs

for business

registers

Adjustment costs for

other public

authorities

Score 1-5

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BENEFITS FOR SOCIETY AT LARGE (i.e. CONSUMERS)

Fight against fraud

Score 1-5

and abuse

Enhanced ex-ante controls of company data would ensure more accuracy and

correctness of information in business registers, which would contribute to making

it easier to identify companies which are used for fraudulent or abusive purposes or

persons under the sanctions. As explained above, option 3b would also ensure that

all Member States implement the revised FATF recommendation 24.

Having more reliable company data would contribute to making it easier to

interconnect administrations cross-border but it would not have a decisive impact.

The objective of these policy options is to ensure reliability of company data in

business registers and thus enhance trust between Member States. Enhanced trust will

facilitate cross-border business and access to other Member States’ markets. These

measures will also contribute creating more reliable legal framework that provides

legal certainty for companies and other stakeholders while contributing to the fight

against abuse. More reliable data will also help consumers to trust companies from

other Member States. Overall, these measures contribute to the creation of a more

integrated and digitalised Single Market. However, given that there is an overlap with

other impacts in this table, the scoring is not counted twice.

Digital economy

Functioning of the

internal market

Score 1-5

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Policy options to enable direct use of company data from business registers in cross-border situations



Policy Option 4a - Requirement to apply once-only principle (no resubmission of company information) when a company from a Member

State sets up subsidiaries or branches in other Member States

Policy Option 4b – Option 4a + harmonised company extract containing a common set of company data and mutual recognition

principle for certain company data

Policy Option 4c - Option 4b + abolition of formalities e.g. apostille

Unit

measurement

BENEFITS FOR BUSINESSES

Trust and

transparency in the

market

Score 1-5

These policy options build on in particular the policy options 3 which will

make company data more reliable. When Member States (including business

registers) trust each other and that the company data in other Member States

is correct, there is no need for double submission of documents when cross-

border subsidiaries and branches. The policy option 4b and 4c will score

higher than 4a because they will bring direct benefits to the businesses

thanks to the increased trust between Member States and in particular their

business registers.

These policy options will remove an important administrative burden and

thus facilitate the expansion of companies to other Member States’ markets

by setting up cross-border subsidiaries (new company) and branches (new

fixed establishment). Every year, this would concern around 4.000 new

cross-boder subsidiaries and 4.500 new cross-border branches. In additon,

the PO4b and PO4c will also remove an important administrative burden by

abolishing costly formalities (see below) on cross-border activities and

operations and thus easing the doing of business cross-border. This will help

in particular SMEs to set up subsidiaries and branches but also reduce

of PO 4a

PO 4b

PO 4c

Comments

Ease of doing

business and access

to the market

Score 1-5

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formalities in all their cross-border activities (be it cross-border trade,

services, cross-border sub-contracting etc. As to the SMEs which represent

98-99% of limited liability companies in the EU, around 40% of SMEs are

engaged in cross-border activities. For companies replying to the supporting

study surveys, the first benefit of the application of the once-only-principle

would be an easier cross-border expansion of SMEs (22% of replying

companies).

The policy option 4c will have the highest impact.

Administrative

burden reduction

(annual savings

companies)

Score 1-5

Standard

Cost

for Model calculation

(euro’s)

€7.535.

315

(recurre

nt/annu

al)

These measures would bring substantial annual (recurrent) savings in

administrative burden for companies. Companies would already save

€329.3 €437.2 substantially by the introduction of once-only-principle for setting up of

82.526 62.073 cross-border subsidiaries and branches as they would not have to submit any

documents about a parent company and therefore would not need to translate

(recurre (recurre and legalise/apostille those. Benefits would be even higher with introduction

nt/annu nt/annu of a free multilingual common company extract under PO4b which would

al)

also remove need for certified translations and which companies can use in

cross-border activities be it in the context of cross-border trade, services,

public procurement. And the benefits would be highest under 4c as then also

the apostille needed in cross-border situations (e.g. on company extracts)

would also not be needed.

The obligation on authorities and courts to recognise certain company data

(beyond that included in the common extract) publically disclosed in other

Member States’ registers under PO4b would mean that national registers,

authorities or courts would be obliged to accept information from another

Member State’s register as an equivalent of what is required domestically. In

practice, this option would mean that authorities and courts could consult

company information directly in business register and BRIS, and the

company would not be required to resubmit the existing information again

(so application of

de-facto

once-only principle) which would in turn result in

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burden reduction on companies;

In the surveys and workshop for the supporting study and in interviews with

stakeholders, companies particularly welcomed the abolishing of formalities

such as an apostille especially in the context of setting up of cross-border

subsidiaries and branches, cross-border procedures with tax authorities and

cross-border public procurement.

Moreover, to overcome difficulties related to obtaining the extracts

including apostille, companies may rely on private service providers. The

cost of such services varies but, generally, ranges between €180 and €350.

COSTS FOR BUSINESSES

Administrative

burden increase

N/A

BENEFITS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES

Operational cost

savings for business

registers

Score 1-5

The use of the once-only principle for setting up cross-border

subsidiaries/branches between business registers under option 1a, which are

part of BRIS (cross-border operation function of BRIS), would mean that

business registers would receive the necessary documents directly from

other registers and would not have to ask for and examine additional

documents from companies, which, in turn, should result in cost savings in

particular in time and handling of company information.

In the supporting study survey, the responding business registers considered

that the implementation of the once-only principle would increase

administrative costs (36%) but a significant share also expected a decline in

costs (28%); and views were mixed for common company extract, with 36%

expecting a small cost increase, 14% a significant one, and 19% - a cost

reduction. There was an overall expectation among business registers

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participating in the supporting study workshop of a small increase in

administrative costs for both measures but the benefits were generally

assumed to be much greater than the costs.

Operational cost

savings for public

authorities

Score 1-5

Introducing the use of the once-only principle for setting up cross-border

subsidiaries/branches would apply between business registers which are part

of BRIS (cross-border operation function of BRIS). However, other

authorities would benefit from the mutual recognition of company data and

they can thus accept information from another Member State’s register as an

equivalent of what is required domestically and they could consult company

information directly in business register and BRIS. This would result in cost

savings in particular in time and resources of handling company information.

There would also be savings from the common company extract as public

authorities would not have to ask for and examine additional documents.

Similar to the costs of reducing formalities, nearly all stakeholder groups are

mainly anticipating a decline in costs to some extent (41% overall). This

view is mostly prevalent amongst business/financial organisations (100%),

public authorities (72%) and legal practitioners (60%).

The majority of business/financial organisations (100%), public authorities

(66%) and legal practitioners (60%) anticipate that this measure would

diminish their administrative costs.

Finally, public administrations also face difficulties when applying the

requirements of legalisation/apostille. This further increases the

disproportionate costs and time caused by the related procedures. Although

there are some Member States that issue apostilles immediately, the majority

of Member States need one working week. Therefore although public

authorities in charge of issuing apostille will face loss of revenue due to

abolishing the apostille (fees), the overall savings should be positive. For

example, in another context, it has been estimated that by abolishing the

apostille, the administrative burdens for the public authorities would be

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reduced by € 5-7 million annually

164

COSTS FOR BUSINESS REGISTERS/PUBLIC AUTHORITIES

Adjustment costs for

Score 1-5

business registers

development

costs for BRIS

Concerning the costs that will incur on business registers due to

implementation of measures under these options, business registers’ views

were varied. Business registers surveyed mostly answered that reducing

formalities would have no impact at all on the adjustment costs (23%) or had

2.7

no opinion at all (23%). At the same time, 32% indicated that the costs will

million million million increase to a certain extent, whereas 23% expect either a small or significant

decrease. These results are also consistent with the responses from the

develop develop develop workshop: adjustment costs were projected to have no impact compared to

ment

the current situation (median of 0 on a scale of -5 to +5).

cost

(100.00 (100.00 (100.00 However, it is to be assumed that the option 4a which introduces the

implementation of the once-only principle in BRIS (i.e. between business

0 per

registers and BRIS) will amount to similar costs as those related to the

MS)

(one-off

(one-

(one- implementation earlier exchanges between business registers through BRIS.

This also confirmed by participant business registers in the workshop:

cots)

off

overall expectation of a small increase in adjustment costs, which is mostly

cots)

Loss of

thought to originate from investments in software rather than the costs of

Loss of

revenue of

staff training. Therefore, on that basis, it is estimated that option 4a will

Loss of

EUR

revenue of

incur average cost of 2.7 million euros to business registers. The IT costs are

40.930 per

7.924.183

EUR

year

considered the same for all options because the difference is considered to

per year

7.924.183

per year

be minor. However, this is one-off cost due to the implementation of the

option 4a. In addition, option 4a will imply that companies setting up cross-

border subsidiaries and branches (in 8186 cases) do not need an extract.

Therefore, under option 4a, the business registers will have a loss of revenue

of 40.930 EUR per year.

164

SWD(2013) 144 final

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In addition, options 4b and 4c introduce a common extract which is

calculated to be free of charge for 10% of limited liability companies (i.e.

1.5 million companies) once per year and it will amount to loss of revenue of

EUR 7,924, 183 per year. In the workshop, the participating business

registers expected a small increase of adjustment costs with a median of +1.

The advantages of introducing a common company extract will far outweigh

the adjustment costs.

Adjustment costs for

Score 1-5

other

public

authorities

Loss of

revenue

of EUR

73,668

per year

Under option 4a, the authorities in charge of issuing apostille will have loss

of revenue of 73,668(apostille in 6,139cases) per year, and the same under

Loss of Loss of option 4c (as in 4a). Under option 4c, the loss of revenue will be EUR

revenue revenue 9,533,571 for public authorities issuing the apostille (apostille in 788,325

of EUR of EUR cases in addition to option 4b) per year.

73,668 9,533,5

per

71 per

year

BENEFITS FOR SOCIETY AT LARGE (i.e. CONSUMERS)

Fight against fraud

Score 1-5

and abuse

Digital economy

Score 1-5

Given that the formalities of legalisation/apostille, certified translations are

considered outdated and not necessarily prevent fraud and forgery

165

, the

measures under these options will take into account and use existing

obligation under EU company law, in particular the use of trust services and

use of certified electronic copies to ensure the safe use and transmission of

data in order to fight against fraud and abuse. In addition, the co-operation

mechanisms in BRIS ensures close co-operation between Member States and

channels of communication in case of suspicion of fraud.

These measures will have a strong impact on digitalisation as they will

introduce once-only principle on a cross-border basis, in particular for

setting up subsidiaries and branches cross-border. The digital common

165

SWD (2013) 144final

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company extract would further increase the benefits. The aim of the

initiative is also to enhance cross-border cooperation in particular between

business registers (more connected public authorities) in the Single Market

and at the same time, to make it easier for SMEs to expand cross-border.

Around one-quarter of all respondents to the surveys for the supporting

study saw the more connected public services at EU level as the 2

most

important benefit of enabling cross-border use of company data in

administrative procedures (27% of business registers, 26% of public

authorities, 23% of legal practitioners and 20% of companies). (and 1/5 for

court proceedings).

Functioning of the

internal market

The aim of these options is to contribute to the creation of a more integrated

and digitalised Single Market by building on the “first hand” information

about companies in business registers and their interconnection at EU level.

They will reduce legal uncertainty, costs and lengthy procedures caused by

the burdensome and costly administrative formalities and thus facilitate the

exercise of internal market freedoms by companies, in particular SMEs.

These options will introduce once-only principle (no double submission of

documents) for setting up subsidiaries and branches. In addition, the planned

initiative would encourage more authorities (e.g. tax authorities) to use the

company data directly from the business registers and BRIS and thus reduce

the burden on companies by extending - de facto - the application of once-

only principle (i.e. companies would not need to submit the information to

authorities because authorities would access directly the information in the

business registers). The initiative would also lay down the foundations for

more connected public administrations cross-border in the Single Market by

making it possible to connect other EU level systems/registers to BRIS. This

would contribute to complementing the Single Market, in particular for

digital as called by the European Council conclusions of 24-25 March 2022.

However, given that there is an overlap with other impacts in this table, the

scoring is not counted twice.

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2.4. C

OHERENCE OF THE POLICY OPTIONS

Policy options 1 to make more company information available in business

registers and/or BRIS



Policy option 1a - Make information about partnerships and third country company

branches available in BRIS

Policy option 1b - Option 1a + make information about group structures and

ownership available in national registers and BRIS

Policy option 1c - Option 1b + make information about place of management and

place of the main economic activity available in national registers and BRIS

PO1b

PO1c

Motivation

Unit

of PO1a

measurement

Score 1-5

Internal coherence: Options 1a, 1b and 1 c are all

coherent and mutually complementary with the other

components (policy options) of the initiative. In

particular, the more company data is made available

(options1) and more reliable the data is (options 3),

more the use of such data under options 4 can be

facilitated and enhanced. Interconnection of relevant

data through connection of different EU systems under

options 2 will also provide an easier access to wider

company data and thus complement the options under 1.

Option 1c ensures the most coherence as it provides the

most company data that can be consulted through

interconnection with other systems under option 2 and

used under option 4.

External coherence: The options all ensure coherence

with relevant EU law and other EU initiatives. Option

1c ensures the most coherence.

In particular, these options are all fully coherent with

the EU rules and international standards in the area of

the anti-money laundering/countering the financing of

terrorism, respectively the AML Directive and the

FATF standards (in particular with Recommendation 24

as amended in March 2022). More company data

available (partnerships, information on groups,

information on place of management and main

economic activity) facilitates the implementation of

anti-money laundering/ countering the financing of

terrorism rules, correctness of beneficial ownership data

as well as authorities’ work to abuse of corporate

entities. The options are also coherent with initiative on

the

European single access point

(ESAP) for financial

market information, as ESAP focuses mainly on entity

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and product related information that is relevant mainly

for investors, with the purpose of serving market needs.

The Open Data Directive regulates the re-use of data

held by Member States’ public authorities for

commercial or non-commercial purposes, which is not

covered by the planned initiative. This initiative will

contribute to objectives of the various recent initiatives

taxation,

as transparency will help tax authorities’

work when in need of reliable company data. In

particular, information on groups and place of

management and economic activity will be valuable

data for taxation.

Policy options 2 to interconnect BRIS with other systems and enable better searches



Policy option 2a – Interconnection of BRIS with beneficial ownership registers

interconnection system (BORIS), use of EUID (European unique company

identifier), new search functionalities in BRIS

Policy option 2b - Option 2a + Interconnection with Insolvency Registers

interconnection system (IRI)

PO2b

Motivation

Internal coherence: Options 2 are coherent and complementary

to other policy options, in particular to options 1 (as explained

above), but also with options 3 and 4. In particular, the use of

EUID as company identifier enables the unequivocal

identification of the company. It can connect the company

information in different registers, but it also connects

companies and their cross-border branches and can be used to

connect parent companies and their subsidiaries. It thus helps

to implement policy options 3 and also the use of company

data in cross-border situations (when setting up subsidiaries

and branches and for other administrative procedures).

External coherence: These policy options are fully coherent

with the relevant anti-money laundering rules (beneficial

owners’ transparency and registers) and with insolvency rules.



Unit

of PO2a

measurement

Score 1-5

Policy options 3 to ensure an adequate verification of company data before it is

entered into the business register



Policy Option 3a - obligation to check a harmonised list of elements

Policy Option 3b – Option 3a + common basic procedural requirements for

ensuring reliable and up-to-date data

124

kom (2023) 0177 - Ingen titel

Unit

of PO3a

measurement

Score 1-5

PO3b

Motivation

Internal coherence: Options 3 are pre-requisite for making the

available data under options 1 more reliable and facilitating its

cross-border use without burdensome formalities under options

4. Having more reliable company data in business registers will

bring more trust and more legal certainty in the market and

between Member States which lays down the foundations for its

cross-border use. The policy options are therefore fully

coherent and complementary.

External coherence: These options, in particular Option 3b is

coherent with the international standard in the anti-money

laundering field, in particular with FATF recommendation 24,

which requires registration of all companies in business registers

and availability of basic information about companies. These

options also ensure that the company data is adequate, accurate

and up-to-date. Finally, in particular option 3b contributes to all

initiatives on taxation, the current sanctions against Russia and

Belorussia and, in general, to all areas (e.g. social policy,

transportation) where trustworthy company data is needed.

Policy options to enable direct use of company data from business registers in cross-

border situations



Policy Option 4a - Requirement to apply once-only principle (no resubmission of

company information) when a company from a Member State sets up subsidiaries

or branches in other Member States

Policy Option 4b – Option 4a + harmonised company extract containing a common

set of company data and mutual recognition principle for certain company data

Policy Option 4c - Option 4b + abolition of formalities e.g. apostille

PO4b

PO4c

Motivation



Unit

of PO4a

measurement

Score 1-5

Internal coherence: these options are in particular

complementary to and dependent on options 3. The

facilitation of cross-border use of company data will

depend on the trust of such data and trust between

Member States. These options are thus fully coherent

with the other elements of the proposal.

External coherence: these options, in particular option 4c

contribute to the objective of the Communication 2030

Digital Compass: the European way for the Digital

Decade to provide online key public services online for

European businesses. It also contributes to removing

125

kom (2023) 0177 - Ingen titel

remaining unjustified barriers and administrative burdens

in the Single Market as described in the European

Council conclusions of 24-25 March 2022. The initiative

pursues the objective of the Public Documents

Regulation by removing unnecessary formalities (such as

apostilles) for companies in cross-border situations,

similarly to how it was achieved by that Regulation for

citizens. Finally, there is no coherence issue with the

Single Digital Gateway Regulation which provides for

online cross-border administrative procedures but

excludes from its scope company law procedures.

2.5. O

VERVIEW OF THE ASSESSMENT OF THE OPTIONS

2.5.1 Multi-criteria Analysis

To compare the policy options in their relative impacts, we have performed a Multi-

Criteria Analysis (MCA). As it is an integrative framework, the MCA allows us to include

all retained policy options and assess them against the identified impacts. To build up the

analysis we have relied on the following two components:

1) The scores assigned to each Policy Option against the impacts. The scoring system

is represented on a scale 0-5 and it is based on the in-depth analysis of the available

evidence of the impacts

2) The weights assigned to each impact represent the relative importance assigned to

them. As, for example, a score of 3 for the administrative burden imposed on

businesses (which is a one-off cost) is not equal to a score of 3 for the adjustment

for the business registers (which is a recurring cost), these can be set-off by the

weight assigned to each impact. So the weights are impacted by the stakeholders

that they are related to the nature of the impact (one-off or recurrent) and the link to

the policy objectives. To ensure robustness, we have taken two approaches in the

distribution of weights:

a. Approach 1: A weight of 30% for Effectiveness, 60% for Efficiency and

10% for Coherence. Under this approach we assume efficiency gains are the

ultimate goal of the initiative and a higher weight ensures these constitute

the focal point in our analysis.

From the 60% of efficiency, 25% is assigned to the costs. The three

groups of stakeholders that will support the costs are assigned

proportional weights: a higher weight for the costs supported by the

Business registers as these costs will be recurring, the burden being

higher than for the businesses, which will only incur one-off

administrative burdens. Moreover, the costs imposed on the businesses

are likely to be offset in a few years by the recurring benefits, that will

continue to flow even after the off-set time, and thus, the significance of

the impact is slightly lower. The burden imposed on the public

126

kom (2023) 0177 - Ingen titel

authorities is assigned the lowest importance, as the impact on the

public authorities is not likely to be very significant

ii. The remainder of the 35% is assigned to the benefits. As mentioned

above, efficiency gains are the ultimate goal of the initiative, the cost at

which they are achieved being of slightly less relevance. As the

efficiency gains are enjoyed by the businesses (and less by the Business

registers and the society), the highest weight (25%) is assigned to the

reduced Administrative Burden for them, as well as the trust and

transparency they will benefit from, and the ease of doing business that

they will experience as a consequence of the initiative

b. Approach 2: An alternative approach for the distribution of weights is to

assign equal weights to Effectiveness and Efficiency (45% for each) and the

remaining 10% for coherence.

i. The logic behind the specific distribution of weights among the

stakeholder and impacts is identical to the first approach. What we

notice is that the results of the MCA hold even after these weights have

been changed to ensure equal significance for the effectiveness and

efficiency.

3) The total weighed score for each policy option are calculated as the scores of each

policy options against the identified impacts, multiplied by the weight assigned to

each specific impact. The weighted performance of the costs is subtracted from the

benefits. All policy options lead to a net benefit, indicating that the benefits

outweigh the costs.

a. Under the first scenario (30-60-10), we observe that from the first package

of Policy Options, it is option 1c that scores highest in the MCA. From the

second package it is Option 2b, from the third package it is option 3b and

from the fourth package, it is option 4c.

b. Zooming in and looking at the individual weighed scores, positive scores

can be observed in terms of effectiveness, coherence, and efficiency for the

businesses and the society, and a slight efficiency loss for the Business

registers. In other words, the sizeable efficiency gains experienced by the

businesses come at a small cost for the Business registers.

c. When we look at the results per stakeholder (businesses, business registers

and society as a whole) we can see that businesses and society always

experience a net benefit, and that business registers have a mixed result. In

other words, there will be a trade-off between businesses and society on the

one hand and the business registers on the other hand.

d. Under the second scenario (45-45-10), the results hold. The same policy

options (as under the first scenario) are the preferred options in each

scenario, this time with even higher scores. The main change observed is a

reduction in the losses of the BR, as compared to the first scenario. This

means that the benefits enjoyed by the business and the society come at a

slightly lower cost than under the first scenario.

127

kom (2023) 0177 - Ingen titel

First scenario

30-60-10

Weight

EFFECTIVENESS

(30)

SO1: More reliable

company

data

available in BR

and/or BRIS

SO2:

Enabling

cross-border use of

company

information in BR

EFFICIENCY

(60)

Benefits for businesses

Trust

and

transparency in the

market

Ease

doing

business and access

to the market

Administrative

burden reduction

Costs for businesses

Administrative

burden

increase(one-off

cost)

Savings related to

operational costs

Savings related to

operational cost for

other

public

authorities

8,33%

15%

PO1a

PO1b

PO1c

PO2a

PO2b

PO3a

PO3b

PO4a

PO4b

PO4c

15%

7,50%

10,00%

Benefits for Business Registers

2,50%

Benefits for other public authorities

2,50%

Costs for business registers/public authorities

Adjustment

costs

for

business

5,56%

128

kom (2023) 0177 - Ingen titel

registers

Enforcement costs

for

business

registers

Adjustment

costs

for other public

authorities

5,56%

Benefits for society at large (i.e. consumers)

Fight against fraud

and abuse

Digital economy

Functioning of the

internal market

COHERENCE

(10)

Coherence

TOTAL

10%

100,00%

1,013889

1,455556

1,93056

1,733333

2,125

1,525

2,13611

1,397222

2,219444

2,66944

1,67%

Effectiveness

Efficiency

Coherence

Total

30%

60%

10%

100%

0,450

0,264

0,300

1,014

0,750

0,306

0,400

1,456

1,200

0,231

0,500

1,931

0,750

0,583

0,400

1,733

0,900

0,725

0,500

2,125

0,750

0,375

0,400

1,525

1,200

0,536

0,400

2,136

0,600

0,497

0,300

1,397

0,900

0,919

0,400

2,219

1,050

1,119

0,500

2,669

Effectiveness

Effiency

businesses

Efficiency BR

Efficiency PA

Efficiency

Society

Coherence

Total

30%

33%

13,61%

8,06%

5,00%

10%

100%

0,450

0,225

-0,061

0,050

0,300

1,014

0,750

0,208

-0,061

0,050

0,083

0,400

1,456

1,200

0,117

-0,061

0,050

0,100

0,500

1,931

0,750

0,400

0,050

0,083

0,400

1,733

0,900 0,750

0,475 0,375

0,075 0,092

0,075 0,075

0,100 0,067

0,500 0,400

2,125 1,525

1,200

0,525

-0,172

0,100

0,083

0,400

2,136

0,600

0,475

-0,006

-0,056

0,083

0,300

1,397

0,900

0,925

-0,061

0,117

0,400

2,219

1,050

1,100

-0,061

-0,036

0,117

0,500

2,669

129

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Efficiency

60%

Benefits

35%

Businesses

BR/PA

Society

8,3%

5,56%

25%

5,00%

Trust

Ease of

Op.

Fight

Adjustment Enforcement Adjustment &

doing

Savings Savings against Digital Functioning

costs BR

costs PA

transp. business reduction BR

fraud

econ. int. Market

8,33%

5,56%

5,56% 7,50%

7,50%

10,00%

2,50%

2,50% 1,67% 1,67%

1,67%

Effectiveness

30%

SO1

SO2

15%

Coherence

10%

Costs

25%

11,11%

Second scenario 45-45-10

Weight PO1a PO1b PO1c PO2a PO2b PO3a PO3b PO4a PO4b PO4c

EFFECTIVENESS

(45)

SO1: More reliable

company

data

22,50%

available in BR

and/or BRIS

SO2:

Enabling

cross-border use of

22,50%

company

information in BR

EFFICIENCY

(45)

Benefits for businesses

130

kom (2023) 0177 - Ingen titel

Trust

and

transparency in the

market

Ease

doing

business and access

to the market

Administrative

burden reduction

5,00%

10,00%

6,67%

Administrative

burden

6,67%

increase(one-off

cost)

Benefits for Business Registers

Savings related to

operational costs

1,25%

Benefits for other public authorities

Savings related to

operational cost for

1,25%

other

public

authorities

Costs for business registers/public authorities

Adjustment costs

for

business

registers

Enforcement costs

for

business

registers

Adjustment costs

for other public

authorities

Fight against fraud

and abuse

Digital economy

4,44%

Benefits for society at large (i.e. consumers)

0,83%

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Functioning of the

internal market

COHERENCE

(10)

Coherence

TOTAL

0,83%

10%

100,00%

1,111

1,657

2,357

1,917

2,375

1,725

2,489

1,528

2,431

2,918

Effectiveness

Efficiency

Coherence

Total

45%

10%

100%

0,68

0,14

0,30

1,11

1,13

0,13

0,40

1,66

1,80

0,06

0,50

2,36

1,13

0,39

0,40

1,92

1,35

0,53

0,50

2,38

1,13

0,20

0,40

1,73

1,80

0,29

0,40

2,49

0,90

0,33

0,30

1,53

1,35

0,68

0,40

2,43

1,58

0,84

0,50

2,92

Effectiveness

Effiency

businesses

Efficiency BR

Efficiency PA

Efficiency Society

Coherence

Total

45%

27%

10,14%

5,69%

2,50%

10%

100%

0,68

0,15

-0,06

0,03

0,30

1,11

1,13

0,12

-0,06

0,04

0,40

1,66

1,80

0,03

-0,06

0,04

0,05

0,50

2,36

1,13

0,30

0,03

0,04

0,40

1,92

1,35

0,40

0,04

0,05

0,50

2,38

1,13

0,25

-0,12

0,04

0,03

0,40

1,73

1,80

0,35

-0,15

0,05

0,04

0,40

2,49

0,90

0,35

-0,02

-0,04

0,04

0,30

1,53

1,35

0,75

-0,06

0,06

0,40

2,43

1,58

0,90

-0,06

-0,05

0,06

0,50

2,92

Efficiency

45%

Costs

20,0%

Businesses

6,67%

8,89%

4,44%

Adjustment Enforcement Adjustment Trust

costs BR

costs PA

Benefits

25,0%

Businesses

BR/PA

Society

20,00%

2,50%

Ease of AB

Op.

Fight

Digital Functioning

doing

reduction Savings Savings against econ. int. Market

132

kom (2023) 0177 - Ingen titel

transp. business

6,67%

4,44%

Coherence

10%

SO2

22,50%

5,00%

10,00%

1,25%

fraud

0,83%

Effectiveness

45%

SO1

22,50%

133

kom (2023) 0177 - Ingen titel

2.5.2 Sensitivity analysis

The administrative burdens imposed or reduced by the various policy option are calculated by

applying the Standard Cost Model. In order to verify the robustness of our initial SCM results, we

have performed

12 partial sensitivities

in which we varied the following parameters:

The cost of making the information on the structure of group, parent company, place of

management and place of economic activity

If the out-of-pocket costs is

€10 instead of €20,

the administrative burden for the policy

options under Package 4 does not change. The administrative burden for options 1b and

decreases by approximately 45%

If the cost is

€30 instead of €20,

only the administrative burden for policy options

1b and 1c

increases by approximately 45%

The number of LLCs:

If the number of LLCs

decreases by 10%,

the burden imposed by policy option 1c

and 4b and 4c will decrease by approximately 10%

Conversely, if the number of LLCs

increases by 10%

the burden imposed by policy

options 1c, 4b and 4c will increase by approximately 10%

Number of branches:

If the number of branches

decreases by 10%,

the administrative burden imposed by

option 4a decreases by approximately

5.5%,

that of option 4b by approximately

0.1%

and that of option 4c by less than

0.1%

In a similar fashion, if the number of branches

increases by 10%,

the administrative

burden imposed by option 4a increases by approximately

5.5%,

that of option 4b by

approximately

9.7%

and that of option 4c by less than

0.1%

Tariff lawyer:

If the tariff of a lawyer for setting up a subsidiary decreases from

€350

to €150, the

burden imposed by option 4a decreases by

21.7%,

that of option 4b by

approximately

0.5%

and that of option 4c by

0.37%

If the tariff increases from €350 to €500, the burden under option 4a decreases by

16%, under 4b by

0.37%

and under 4c by

0.28%

If the tariff of a lawyer for assisting in filing an extract changes from €150 to €300,

the burden imposed by option 4b will increase by approximately

36%,

and that

imposed by 4c will increase by

40%

The number of companies that request extracts annually:

If the number decreases from

10% to 5%,

the burden under 4a decreases by

31%

and under 4c by approximately

37%

If the number increases from

10% to 20%

the burden imposed by 4a increases by

62%

and that imposed by 4c increases by a staggering

71%

Number of pages that need to be translated

If the number of extract pages that need to be translated increases from

3 to 5,

the

burden imposed by option 4a increases by

5.3%,

that imposed by option 4b

increases by

23.8%

and that imposed by option 4c increases by approximately

18%.

We observe thus, that options 1b and 1c are significantly sensitive if the filing cost for an extract

would change and option 1c is moderately sensitive to changes in the number of LLCs. However,

even with the higher filing costs, the option c is still a net positive to society and the preferred

option.

134

kom (2023) 0177 - Ingen titel

The policy options under package 4, especially options 4b and 4c show limited sensitivity if the

number of branches or the tariff for a lawyer for setting up a subsidiary would change, but quite a

significant sensitivity if the tariff for a lawyer for assisting in filing an extract, or if the number of

companies that request extracts annually would change. A more limited impact would be generated

by a change in the number of pages that need to be translated for an extract. Irrespective of the

changes in the basic assumptions, option 4c still remains a net positive to society and the preferred

option. This shows robustness of the results and that even though the assumptions (which are

carefully deliberated) can change significantly and not impacting the outcome.

Policy Option

Sensitivit

y analysis

€

643.10

€

351.88

€

934.32

€

643.10

€

643.10

€

643.10

€

643.10

€

643.10

€

643.10

€

643.10

€

643.10

€

643.10

€

643.10

€

311.413.15

€

170.339.62

€

452.281.06

€

279.974.41

€

342.646.27

€

311.413.15

€

311.413.15

€

311.413.15

€

311.413.15

€

311.413.15

€

311.413.15

€

311.413.15

€

311.413.15

€

7.535.31

€

7.535.31

€

7.535.31

€

7.535.31

€

7.535.31

€

7.121.08

€

7.949.54

€

5.898.11

€

8.763.21

€

7.535.31

€

7.535.31

€

7.535.31

€

7.941.13

€

329.849.29

€

329.849.29

€

329.849.29

€

297.522.74

€

361.964.39

€

329.329.34

€

330.157.80

€

328.106.37

€

330.971.47

€

447.992.36

€

227.261.28

€

534.708.15

€

408.311.84

€

437.885.29

€

437.885.29

€

437.885.29

€

394.723.25

€

480.765.02

€

437.329.90

€

438.158.37

€

436.106.94

€

438.972.04

€

615.117.33

€

281.261.56

€

750.709.28

€

516.312.41

Basis scenario

Filing cost = 10 euro

Filing cost = 30 euro

LLC -10%

LLC +10%

#branches -10%

#branches +10%

Lawyer cost setting up

= 150 euro/hour

Lawyer cost setting up

= 500euro/hour

Lawyer cost for extract

= 300

companies

request

extract

annually

20% of companies

request

extract

annually

5 pages translation

brighter colours = values change

135

kom (2023) 0177 - Ingen titel

NNEX

5: I

NTERVENTION LOGIC

Policy options are addressing the drivers (i.e. causes of the problems) in order to meet the specific objectives and the general objectives:

PROBLEM DRIVERS

Limited

functionalities

in BRIS (e.g.

search facilities,

interconnection

with other

interconnection

systems)

PROBLEMS

SPECIFIC OBJECTIVES

GENERAL OBJECTIVES

POLICY OPTIONS

Different

intensity

and

procedures

in Member

States to

verify the

correctness

company

data before

entered in

business

registers

Company data

dispersed in

different

places or not

available in

business

registers

and/or cross-

border

through BRIS

Company data

originating

from other

Member

States’

business

registers not

recognised

cross-border

and subject to

formalities

Reliable company data

not sufficiently available

and/or comparable

cross-border

Increasing the

amount and

improving the

reliability of

company data

available in

business registers

and/or BRIS

Enhanced

transparency and

trust in the business

environment

Policy options 1:

Making

more company data

available in business

registers and/or BRIS

Direct use of company

data hindered/not

possible

Divergent

company

extracts

when setting up

cross-border

branches/

subsidiaries

in all cross-border

activities and

situations including

administrative and

court procedures

More digitalised and

connected cross-

border public

services for

companies

Enabling direct use

of company data

available in business

registers when

setting up cross-

border

branches/subsidiari

es and in other

cross-border

activities and

situations

Easier cross-border

expansion for SMEs

Integra

ted

and

Digitali

sed

Single

Market

Policy options 2:

Interconnecting BRIS with

other systems and

enabling better searches

Policy options 3:

Ensuring

adequate verification of

company data before it is

entered into the business

registers

More effective EU

action against abuse

and fraud

Policy options 4:

Enabling

direct use of company data

from business registers in

cross-border situations

136

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NNEX

6: N

UMBER OF COMPANIES

, B

RANCHES AND SUBSIDIARIES

The calculations are based on three different sources:



Business register’s data (2022)



Figures from Mutual evaluation reports of FATF and MONEYVAL (2014-2022) for those

Member States where those reports/figures exist



ORBIS database (2022)

Where it was available, the number is based on the business register’s data. In other cases, the data

is based either on the FATF/MONEYVAL data or on ORBIS data. The various sources were

compared to verify if the data is plausible. To be noted that the numbers are dynamic as every day

new companies are created and cease to exist. Therefore, it is never possible to give a precise

figure, this data is an estimation based on available information.

The Eurostat calculates the number of enterprises (i.e. groups calculated as one entity), thus, the

lower numbers. The Business Demography Statistics define enterprise as ‘the

smallest combination

of legal units that is an organisational unit producing goods or services, which benefits from a

certain degree of autonomy in decision-making, especially for the allocation of its current

resources. An enterprise carries out one or more activities at one or more locations’

. An

enterprise may thus be a sole legal unit but also a combination of legal units.

For partnerships the main types were considered (general and limited). Non-commercial or sector-

specific partnerships are not included. In certain cases, only the active partnerships were calculated,

where this information was available.

137

kom (2023) 0177 - Ingen titel

1. Number of limited liability companies in the European Union

Public limited companies

Member

State

ORBIS

Business

FATF/

MONEYV

166

Private limited companies

ORBIS

Business

FATF/

MONEYV

TOTAL (public + private)

ORBIS

Business

FATF/

MONEYV

Total used

for this IA

Most accurate

figure considered,

mainly the

business

registers’ data

Eurostat

EU-27

448.989

1.830

80.254

11.626

663

428

26.422

34.179

2.285

333

24.660

20.077

36.151

1.261

99.703

286

726

565

27.099

34.865

2.769

292

13.413

49.662

8.284

1.591

116.437

12.800

562

26.368

37.620

32.604

13.689

36.327

15.707.214

201.430

470.483

769.147

154 071

194.990

451.550

314.877

243.897

268.312

2.624.440

1.836.582

42 958

362.677

1.466.828

107.716

402.439

179.978

514.875

776.108

116.198

179.990

517.558

317.384

241.181

262.380

137.840

352.330

765.609

215.346

442.110

214.168

2.745.031

1.419.590

51.222

400.794

16.353.232

203260

550.737

780.773

154.734

195.418

477.972

349.056

246.182

268.645

2.649.100

1.856.659

79.109

362.744

181.239

614.578

776.394

116.924

180.555

544.657

352.249

243.950

262.672

1.480.241

157.378

410.723

139.431

468.767

778.409

133.596

215.908

468.478

251.788

275.006

2.777.635

1.433.279

87.549

400.843

15.771.679

181.239

614.578

776.394

116.924

180.555

544.657

352.249

243.950

262.672

2.777.635

1.480.241

157.378

410.723

9 432 410

105 253

416 485

285 113

108 636

37 822

279 705

133 122

85 026

175 768

2 344 125

624 689

83 658

244 028

166

The numbers for all Member States are not yet available. Some Member States are still undergoing their evaluations

138

kom (2023) 0177 - Ingen titel

1.195

34.651

935

30.699

235

3.262

8.511

27.183

7.004

7.011

564

86.112

2.619

917

27.830

966

32.392

597

4.440

29.927

10.308

464

56.902

2.068

1.716

46.824

1.015

372

41.384

555

4.935

9.546

32.654

7.367

705

185.125

240.957

1.199.540

120.877

77.797

52.144

1.064.310

449.754

560.019

1.221.277

309.474

78.785

1.890.991

702.866

254.526

1.282.101

131.858

5.846

74.461

49.493

1.140.033

616.550

1.307.886

315.803

72.258

977.711

702.171

218.220

1.545.718

163.847

124.122

51.026

48.129

1.121.871

446.732

365.590

262.218

70.245

2.298.912

242.152

1.234.191

121.812

108.496

52.379

1.067.572

458.265

587.202

1.228.281

316.485

79.349

1.977.103

705.485

255.443

1.309.931

132.824

5.851

106.853

50.090

1.144.473

646.477

1.318.194

315.853

72.722

1.034.613

704.239

219.936

1.592.542

164.862

124.494

92.410

48.684

1.126.806

456.278

398.244

269.585

70.950

2.484.037

548.854

255.443

1.309.931

132.824

124.494

106.853

50.090

1.144.473

456.278

646.477

1.318.194

315.853

72.722

1.034.613

704.239

123 691

915 602

82 432

75 918

29 469

12 765

295 787

184 941

370 978

513 921

197 370

58 047

1 191 693

456 366

139

kom (2023) 0177 - Ingen titel

2. Number of partnerships in the European Union

EU-27

ORBIS

4.202.916

73.940

111.883

10.066

1.352

6.659

10.529

26.264

7.641

37.357

2.244.589

95.594

68.921

106.348

215

520.753

2.014

46.353

18.103

Business

66.585

22.902

6.115

257

6.149

11.877

2.278

7.940

30.812

22.695

162.488

110.165

639.306

2.499

10.382

FATF/

MONEYVAL

167

61.723

41.584

6.272

231

6.568

7.137

25.865

37.892

64.570

251.690

52.796

144.000

1.416

154.315

727

152

992

Total used for

this IA

1.743.628

66.585

22.902

6.115

257

6.149

11.877

26.264

7.940

30.812

64.570

251.690

162.488

110.165

1.416

639.306

2.499

152

10.382

Eurostat

1 938 372

46 867

64 081

8593

845

5354

13010

627

24238

35254

388477

122456

85446

9941

612274

2210

986

1088

167

The numbers for all Member States are not yet available. Some Member States are still undergoing their evaluations

140

kom (2023) 0177 - Ingen titel

234.621

203.612

4.754

6.458

3.047

2.043

252.668

107.083

1.469

200.466

1.103

2.411

2.542

399

2.000

50.054

1.284

205.364

43.292

1.195

2.420

1.116

17.491

68.377

1.469

200.466

43.292

1.103

2.411

2.542

399

2.000

68.377

1753

169213

60326

5921

2 845

1909

1885

216639

141

kom (2023) 0177 - Ingen titel

3. Number of newly created EU subsidiaries in 2021

EU-27

3 686

208

188

707

164

142

460

207

525

215

269

4. Number of new cross-border

branches created in one year in

selected countries (2008)

239

297

171

196

103

147

371

232

164

194

121

534

Source: Impact Assessment on BRIS 2012

Source: Supporting study

142

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NNEX

7: E

STIMATED COSTS

FOR ELECTRONIC COMPANY

EXTRACTS ACROSS THE

Member

State

Fees for an electronic company extracts in 2022, in EUR

3.76

13.5

2.56 for the first page, 1.02 for the following pages. With certificate: 1.28 for the first page,

0.77 for the following pages

20.0-40.0 (depending on the pace of the procedure)

Free of charge

5 for certified documents

Cost depends on the information provided. The average price is 8€

Free of charge since 1 August 2022 (no certificate available for pdf)

3.4

0.7

4.2 (for 3 pages) (for a private company)

2.50 per extract in pdf for non-certified

12.50 per extract in pdf for certified

5.0 - 15.0 (depending on the document/information)

40.0 (for a private company)

10.4 (electronic form) – 15.4 (electronic form with qualified signature)

Non-certified electronic extract is available for free. Only non-certified document available.

No electronic company extract. 0.0-20.0 (depending on the document/information, the

information does not seem to be contained in one document).

2.4 (uncertified) – 7.8 (certified)

Free of charge

5 Euros for certified online document. Non-certified document is not being provided.

0.4 euros for non-certified document, 0.8 euros for certified document

11.6

Free of charge

Note:

For non-euro countries, costs are converted in euro; all costs rounded to the nearest ten.

Source:

Study

on the

disclosure and cross-border use of company data, and digital developments related to company law,

Milieu Consulting

SRL, 2022, supplemented by results of the survey with business registers, 2022, DG JUST.

143

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NNEX

8: E

STIMATED COSTS FOR APOSTILLES AND CERTIFIED

TRANSLATION ACROSS THE

EU M

EMBER

TATES

Apostille fee, in 2022, in EUR

14.4

13.7/15.5

17.50 /35.00

20.0

2.6

5.0

14.9

12.0/40.0

25.0 for documents issued by federal

authorities

For documents issued by state authorities it

varies depending on the Land.

28.2

26.8

Free of charge

0 – 7.5

30.0

Free of charge

4.0 – 8.0

13.5

10.0 - 100.0

16.0

10.0 - 20.0

20.0

15.0 - 30.0

15.0 - 20.0

22.0

13.00

10.2

0.0 – 7.1

Free of charge- 10.0

16.9

2.50/5.00

10.00

Estimated costs for certified/sworn

translation per page, in 2022, in EUR

55.0

31.5

24.3

25.0

20.2

56.0

55.0

38.5

18.6

45.0

35.0

52.0

19.6

25.0

24.0

50.0

25.0

37.0

18.5

24.0

52.2

12.0

42.0

17.5

44.5

30.0

15.0

Note:

For non-euro countries, costs are converted in euro. All costs are rounded to the nearest ten.

Source:

Study

on the disclosure and cross-border use of company data, and digital developments related to company

law,

Milieu Consulting SRL, 2022

144

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NNEX

9: EU

RULES IN OTHER POLICY AREAS RELATED TO THIS

INITIATIVE

A number of other recent EU initatiatives are relevant for the initiatve on Upgrading

digital company law and will be complemented by it.

As regards transparency about companies, the

Anti-Money Laundering Directive

obliges Member States to ensure that corporate and other legal entities incorporated

within their territory obtain and hold adequate, accurate and current information on their

beneficial ownership, including the details of the beneficial interest held. In addition, the

AML Directive requires Member States to ensure that the beneficial ownership

information is held in a central register in each Member State, for example a commercial

20 July 2021, the European Commission presented a package of legislative proposals to

strengthen the EU’s anti-money laundering and countering the financing of terrorism

(AML/CFT) rules, in which the Commission proposed further harmonisation of

beneficial ownership information as part of a new draft AML Regulation. The links

between the company law initiative subject to this IA and the AML/CFT rules include

the planned interconnection of BRIS with the EU interconnection of beneficial ownership

registers and that both initiatives contribute to providing more transparency about

ownership of EU companies.

The

Regulation on Public Documents

(Regulation (EU) 2016/1191) ensures the free

circulation of public documents within the Union and, thereby, promoting the free

movement of Union citizens, simplifying the existing administrative requirements

relating to the presentation in a Member State of certain public documents issued by the

authorities of another Member State. The objective of the Regulations is to cut red tape

and costs for citizens in such situations. Amongst others, the Regulation stipulates that

public documents (for example, a birth certificate, a marriage notarial act, a judgment)

and their certified copies issued by the authorities of an EU country must be accepted as

authentic by the authorities of another EU country without the need of an authenticity

stamp (i.e. the apostille). However, this Regulation does not cover company documents

form the business registers.

The

Unshell initiative

168

, which lays down rules to prevent the misuse of entities for tax

purposes, is a proposal in the field of taxation, under negotiation by the co-legislator. The

main objective of this initiative is to ensure that undertakings lacking a minimal

substance for tax purposes are not used as instruments for tax evasion or tax avoidance.

To achieve this objective, it introduces reporting requirements for all undertakings that

do not meet the criteria set by this initiative combined with a presumption of minimal

substance and a possibility of rebuttal. It also provides for tax consequences, for an

automatic exchange of information between national tax authorities by making data

available on a Central Directory as well as potential request for the performance of a tax

audit. Although the scope and the objectives of both initiatives are different, they both

168

Proposal for a COUNCIL DIRECTIVE laying down rules to prevent the misuse of shell entities for tax

purposes and amending Directive 2011/16/EU

(COM/2021/565

final).

145

kom (2023) 0177 - Ingen titel

aim to contribute to prevention of abuse and fraud, including by letterbox companies.

The initiative subject to this IA may do this – and would complement the Unshell

initiative in this context - by making more company data available in business registers

and in BRIS and therefore, contributing to a more effective assessment of the criteria for

the minimal substance of companies.

As regards facilitating cross-border information or procedures, the

Single Digital

Gateway

facilitates online access to information, administrative procedures and

assistance services in another EU country. There is a clear distinction between the scope

of the

Single Digital Gateway Regulation (SDG)

169

and EU company law and the

current initiative. SDG explicitly excludes from its scope company law procedures (such

as formation of a company and filing) by companies or firms within the meaning of

Article 54 TFEU. Furthermore, the SDG is

lex generalis

covering general principles and

a wide range of administrative procedures while company law is

lex specialis

covering

company law procedures and company data in the business registers. Furthermore, the

proposal for the

European single access point

(ESAP)

170

for financial market

information (currently under negotiation by the co-legislator), focuses mainly on entity

and product related information that is relevant mainly for investors, with the purpose of

serving market needs. BRIS and ESAP have different intended users, accessing and using

different information in a different way. In addition, there are different collection bodies

with limited overlap on the data collected. The current initiative is complementary with

both, SDG and ESAP, as underlined in the CMU Action Plan specifically for ESAP and

BRIS.

As regards access to data, the

Open Data Directive

171

requires Member States’ public

authorities to provide access to data to the public for re-use. Annex I of the Directive

includes “Companies and company ownership” data among the high-value data sets that

Member States have to make available free of charge, provided as a bulk download and

in machine-readable format. The Implementing Regulation is being prepared to specify

which specific data has to be provided as high-value dataset. However, the scope and the

objective of the Open Data Directive is different than this initiative. The Open Data

Directive regulates the re-use of data held by Member States’ public authorities for

commercial or non-commercial purposes. This initiative (and EU company law in

general) harmonises disclosure requirements and makes company data (which has legal

value) publically available in business registers and in BRIS (transparency) and aims to

enable the use of such data in cross-border situations. In addition, BRIS is out of the

scope of the Open Data Directive as it is a European level inter-connection.

As regards digital means used for cross-border company law procedures,

the eIDAS

Regulation

172

and its revision

173

is very relevant as it provides a regulatory environment

to enable secure and seamless electronic interactions between businesses, citizens and

169

170

Regulation (EU) 2018/1724

Proposal for a REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL

establishing a European single access point providing centralised access to publicly available information

of relevance to financial services, capital markets and sustainability (COM/2021/723 final)

171

Directive (EU) 2019/1024

172

Regulation (EU) 910/2014

173

COM(2021) 281 final

146

kom (2023) 0177 - Ingen titel

public authorities, in particular by electronic identification schemes (eIDs) to access

public services in other EU countries and creating a European internal market for

electronic trust services. The Regulation and its revision are closely linked with the

current initiative as they provide the rules on technical means for electronic identification

in company law (as to many other procedures as well). Already the 2019 Digitalisation

Directive refers to the eIDAS Regulation using e-identification and trust services in

company law procedures. The new initiative will have to be aligned with the new digital

means (e.g. the European Digital Identity Wallet) introduced as part of the ongoing

revision of the eIDAS framework. The enhanced digital means in the eIDAS revision

will extend the possibilities also in company law procedures.

Finally, the work has been ongoing and will continue to be developed at EU level as

regards interoperability within the public sector in general. The Commission has been

running interoperability support programmes since 1995, now part of the Digital Europe

Programme. The European Interoperability Framework (EIF) and the Interoperability

Solutions for European Public Administrations (ISA) programme were evaluated recently

in 2020-2021

174

and the Commission put forward the Interoperable Europe Act proposal

and its accompanying Communication to strengthen cross-border interoperability and

cooperation in the public sector across the EU in November 2022

175

174

See ISA

programme final evaluation, COM/2021/965, SWD/2021/965. EIF final evaluation is to be

published in Q4 2022.

175

New Interoperable Europe Act (europa.eu)

147

kom (2023) 0177 - Ingen titel

NNEX

10: O

PTIONS DISCARDED AT AN EARLY STAGE

The following policy options were considered but discarded at an early stage:

a) Making information about co-operatives available via BRIS

In general, from the consultative activities it appeared that there was interest from

stakeholders to have information about cooperatives available at EU level. 45% of those

replying to the public consultation were in favour of having more information about

cooperatives available at EU level; similarly, over 50% of respondents to the supporting

study survey thought that this would be beneficial to a very large or large extent.

However, although a number of Member States have information about cooperatives in

their national companies register

176

, this is not the case for all. For instance, in Spain only

insurance and credit cooperatives are entered into the companies register while others are

kept in a special register for cooperatives (Registro de sociedades cooperativas) or even

in regional registers only. While companies’ registers are all connected to BRIS, there

would be difficulties and costs in practice to connect the information about all

cooperatives to BRIS. This could lead to a situation whereby stakeholders might not be

able to access information about same cooperatives in different Member States, and it

could be difficult or impossible to provide such information through comparable,

multilingual format in BRIS or provide for the cross-border co-operation i.e. cross-border

exchanges.

Furthermore, there can be agricultural, consumers, workers, housing or banking

cooperatives, which may be differently regulated and thus add to the complexity

177

. In

addition, although cooperatives can play an important role in the economy, in particular

in some countries such as Nordic countries

178

, they are less numerous than partnerships

and often of local relevance. Therefore, it appears appropriate to exclude cooperatives

from this initiative and consider them, and possibly other entities, in the future.

b) Interconnecting BRIS with the Land Registers Interconnection (LRI)

This option relates to creating an interconnection between BRIS and the Land Registers

Interconnection (LRI) so that information about real estate assets owned by a particular

company could be also available, as provided by national land or cadastre registers.

However, this interconnection system is still being developed. It is an ongoing project

funded by the European Union’s Justice Programme, which Members States can join on

a voluntary basis

179

. So far, Austria, Estonia and Latvia have joined the platform and the

prospective service is available as a demo, and the objective is for all Member State

176

e.g. AT, DK, FR, LT, LU, NL, NO or PL

Study carried out for the EESC “Recent evolutions of the Social Economy in the European

Union;

Microsoft Word - 17_393_FINAL STUDY (europa.eu)

178

For example, Arla Foods is the fifth-largest dairy company in the world and a cooperative owned by

more than 12500 dairy farmers.

179

https://lri-ms.eu/

177

148

kom (2023) 0177 - Ingen titel

registers to join by 2024

180

. In addition, there was much lower support among

respondents in the consultation activities for this interconnection as compared to

interconnecting BRIS with interconnection of beneficial ownership registers (BORIS) or

of insolvency registers (IRI). For instance, 35% of those replying to the public

consultation thought it would be useful to connect BRIS with the EU interconnection of

land registers as compared to 70% and 61% in favour of connecting with BORIS and IRI,

respectively

181

; some also expressed doubts about the interconnection due to different

subject matter of both systems.

Taking into account the views of stakeholders and that this interconnection is still being

developed, the option was discarded as premature. It appears appropriate to first focus on

interconnecting BRIS with the EU level interconnections that are more developed and to

possibly consider a connection with LRI in the future.

c) Introducing harmonised rules for fully online formation for partnerships

Another discarded option relates to introducing new harmonised rules allowing in

particular for fully online registration of partnerships. In the consultative activities,

stakeholders’ views were mixed. While 42 out of 58 respondents to the public

consultation were in favour, some others raised doubts. In particular, some national

authorities and notaries argued that no new fully online procedures should be introduced

before the fully online registration and filing for limited liability companies, introduced

by the Digitalisation Directive was transposed by Member States and evaluated.

Similarly, in the surveys carried out during the supporting study, responding legal

practitioners and business registers expressed mixed opinions on the extent to which

being able to form a partnership online in all Member States would bring benefits at EU

level

182

Taking into account that there was no clear call from stakeholders on this, the option was

eventually discarded as premature – as the existing EU law does not have any

harmonised rules on partnerships (not even on disclosure/information), it appears

appropriate to first focus on harmonising disclosure requirements about those entities in

business registers before any rules on on-line procedures for partnerships would be

introduced. Also, it appears useful to first gain experience from the application of the

rules on fully on-line procedures for limited liability companies under the Digitalisation

Directive.

d) Introducing measures for virtual registered offices at EU level

As set out in the Communication on “Digitalisation of justice in the European Union. A toolbox of

opportunities”; Commission report assessing the necessity and proportionality of harmonising the

information included in the real estate registers and assessing the need for the interconnection of those

registers, COM(2022) 87 final.

181

Similarly, less respondents responding to the surveys for the supporting study were in favour, e.g. 35%

business registers thought that interconnection with the land registers would be to some or large extent

useful as compared to 65% for BORIS and 61% for IRI.

182

[more detailed information to be added from the next report by the contractor]

180

149

kom (2023) 0177 - Ingen titel

Another discarded option relates to introducing certain safeguards in relation to the so

called “virtual registered office”.

Overall, in the consultative activities, views of stakeholders about virtual registered

offices varied. For instance, 45% (17 out of 38) of stakeholders responding to this

question in the public consultation considered the overall impact of companies using

virtual registered offices as negative. Use of virtual registered office to facilitate

fraudulent/abusive behaviour and money laundering were mentioned. On the other hand,

34% (13 out of 38) saw it as a positive and examples such as some reducing overheads

for small companies and start-ups were mentioned. Some doubts about the latter were

also raised by some national authorities.

This option was discarded as premature. The concept of virtual registered office is

complex, and the consultations show that stakeholders understand it in different ways.

The research carried out in the preparatory work for this impact assessment, and in

particular in the supporting study, shows that from a legal perspective, all Member State

business registers require a physical location for a registered office

183

and that therefore,

there are no legal frameworks in place in the EU yet that allow a company to have a fully

virtual registered office. Even under Estonia’s e-residency programme, Estonian law

requires a legal address, a bank account and a contact person residing in Estonia not

allowing in practice the creation of a virtual registered office despite all procedures for

the creation of the company being online. Therefore, it is considered that further research

and consultations are required to fully assess the phenomenon from all different

perspectives before proposing any intervention at EU level.

183

Supporting study

150

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NNEX

11: B

USINESS

EGISTERS

NTERCONNECTION SYSTEM

(BRIS)

HAT IS

BRIS

BRIS is the mandatory interconnection of all EU Member States’ business registers.

Activated in 2017, BRIS currently covers approximately 16 million limited liability

companies and their branches in the EU. In addition, EEA countries are also connected to

BRIS

184

HE TWO PURPOSES OF

BRIS

The system serves two purposes:



BRIS provides a webpage on the European e-Justice Portal where anyone can

access official company information in real time.



BRIS is also a secure platform for the exchange of information between EU

business registers.

These two purposes are briefly presented below.

UBLIC ACCESS

ORTAL

TO COMPANY INFORMATION ON THE

UROPEAN

-J

USTICE

184

Liechtenstein and Norway

151

kom (2023) 0177 - Ingen titel

The “Find a company” page of the European e-Justice Portal allows anyone (e.g. citizens,

companies, lawyers, notaries, consumers, creditors, authorities) to search and obtain

information on the EU limited liability companies they are interested in and branches of

these companies in other Member States.

The “Find a company” page on the European e-Justice portal provides a user-friendly

welcome page with a search interface that immediately allows users, without any

mandatory registration, to consult company information on multiple countries at the same

time.

After launching a search on a company name or registration number, the system shows a

page displaying all companies that match the search criteria, providing information also

on companies with similar names. When the user clicks on any of the company names in

the search result, the system opens a new page which shows all the information available

on that company, allowing also the user to download company documents made available

by the national business register

185

. The user interface is provided in all EU languages,

and company information and documents are accompanied by labels that provide

additional information in the language of the user, and for example the title and a

description of the company documents available.

185

A payment solution for BRIS is planned for October 2023. Currently, users can download those

documents that business registers make available free of charge on BRIS. For those documents for which

business registers charge a fee, currently the EAP informs the users about the existence of such documents

and provides a multilingual description of its contents.

152

kom (2023) 0177 - Ingen titel

Since the activation of BRIS in 2017, the company information available free of charge

includes:



the company (or cross-border branch) name,



the registration number,



the legal form,



the registered office and



the Member State of registration.

Most recently, the Digitalisation Directive and the Mobility Directive expanded the scope

of the company information available on the “Find a company” page of European the e-

Justice Portal (this is gradually being introduced by Member States):



legal representatives,



a list of the cross-border branches opened by a company,



company status,



company object,



company website, and



information on any cross-border merger, conversion or division procedure taking

place.

XCHANGE OF INFORMATION BETWEEN BUSINESS REGISTERS

The second purpose of BRIS is to provide a platform where business registers exchange

information.

Since the activation of BRIS in 2017, BRIS is the means for business registers to

exchange the following information as structured data:

153

kom (2023) 0177 - Ingen titel



A notification from the business register of the company to the business register of

the branch in a different Member State, on the opening/termination of any winding-

up/insolvency proceedings of the company, and on the striking-off of the company

from the register. This way, the register of the branch is updated and can provide

correct information to the public for transparency reasons (and delete the branch

where applicable).

A notification from the register of the company resulting from a merger to the cross-

border register in which any other company involved in the merger were required to

file documents, that the cross-border merger has taken effect. This way, the business

registers of the companies taking part in the merger is updated and can provide

correct information to the public for transparency reasons.



Most recently, the Digitalisation Directive and the Mobility Directive expanded also the

scope of this co-operation and exchange of information to cover:



cross-border conversions of companies registered in different Member States,



cross-border divisions of companies registered in different Member States,



disqualified directors, and



cross-border branches opened and closed in different Member States (notification

of opening or closing of a cross-border branch to the (parent) company in the

other Member State).

This annex uses images from Flaticon.com

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NNEX

12: O

VERVIEW OF NATIONAL RULES

ARTNERSHIPS

In nearly all Member States, there are, at least

186

, two types of partnerships, typically

general (unlimited) and limited partnerships which have very similar features. In all of

them, the General Partnership has at least two partners with unlimited liability and no

minimum capital contribution is required. Limited Partnerships are usually defined as

having two types of partners: general partners with unlimited liability who are generally

responsible for the administration and representation of the company; and limited

partners, whose liability is limited to their contributions to the company who are not

usually responsible for the administration and representation of the company.

In the majority of Member States, the information disclosed in business registers on

General and Limited Partnerships is very similar (e.g. registration number, name of the

company, legal form, registered office, legal representatives/partners having the power to

represent the company, etc.). All Member States disclose information about general

partners. In more than a half of the Member States, partnerships are required to submit to

the business register the instruments of constitution

187

and the accounting documents

188

ROUPS OF COMPANIES

In some Member States, the business registers provide information indicating whether

the company is member of a group or a parent company

189

. In Italy, subsidiaries have a

duty to disclose the existence of the parent company (not of the intermediate companies)

in the business register

190

. In some Member States

191

, it is possible to access for a fee an

overview of the complete group structure. In a few Member States

192

, the focus is on

public limited liability companies and on groups based on contractual agreements

between companies, even if usually, such agreements reinforce an already existing de

facto control based on a majority shareholding. Sometimes Member States provide only

indirect means of verifying the group structure, such as disclosure of information on the

shareholders of the company

193

, or disclosure of data about direct or indirect ways of

186

E.g. in BE, DE, EL, ES, IT, HR, LU, NL, PL and RO, there are more types of partnerships that the

general and the limited partnership while in IE there is only one; Supporting study.

187

There are some Member States that do not have to file their instruments of constitution, e.g. in AT, CY,

DE, EE, NL and SE; Supporting study.

188

E.g. in AT, BE, CY, DE, EE, EL, FI, FR, HR, IT, MT and NL, partnerships do not have to fill

accounting documents or they do but only in particular circumstances, such as where all members are

LLCs (e.g. in EL, FR or HR); Supporting study.

189

E.g. in AT, HU, IT, LV, NL and SI; Supporting study (country fiches).

190

ICLEG report on transparency.

191

E.g. in NL, HU, PT; ICLEG report on transparency and supporting study.

192

E.g. in DE, HR and PT; ICLEG report on transparency and supporting study.

193

E.g. in AT, BG, CY, CZ, DE, DK, LT, LU, MT, PT and RO; Supporting study (country fiches).

155

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exercising control over the company

194

. Finally, some Member States do not disclose any

kind of information on groups

195

ANTE SCRUTINY

Regarding the content of such scrutiny for

limited liability companies,

Member States

have divergent rules. Most frequent scrutiny checks carried out in more than half of the

Member States cover the authenticity of signatures on the application

196

, the legal

capacity of the applicants

197

and the authority of the applicant(s) to represent the

company

198

. However, in some cases, the responsibility to submit accurate information

lies with the company

199

. In more than a half of the Member States the legality of the

company name is verified

200

, and in more than 10 Member States, the legality of the

object and of the instruments of constitution is verified as well

201

In relation to the ex-ante scrutiny process applies to

partnerships,

the number and type

of scrutiny checks is quite similar to that of LLCs, i.e. in terms of checking the

authenticity of the application, the legal capacity and the authority to represent the

company. However, the intensity of checks on these companies is significantly lower

than that of limited liability companies in some Member States due to the absence of the

instruments of incorporation

202

or the lack of notarial certification and that the

consequent ex-ante scrutiny is performed by legal professionals

203

As to

actors responsible for verifying the company information,

in the vast majority

of Member States that conducts ex-ante verifications, these are carried out by the

business registers

204

or there is a double scrutiny process carried out by both the business

registers and the notaries

205

. In HU, such double check is carried out by lawyers or

notaries and the business register. In some Member States, the checks are carried out

mainly by notaries

206

. In other Member States, other actors might also be involved. For

example, in CY, the verification is carried out by lawyers and the company secretaries or

authorised partners of the companies that submit the application, and it is considered as

194

195

E.g. in BE, BG, FI, HR, and SE; Supporting study (country fiches).

E.g. in BG, DK, EE, FI, DE, FR, IE, LT, LU, MT, PL, RO, SK and SE; Supporting study.

196

E.g. in AT, BG, CZ, DE, EE, ES, FI, FR, HR, HU, IT, LT, NL, PL, RO, SE, SI and SK; Supporting

study.

197

E.g. in AT, BE, BG, CY, CZ, DE, ES, FI, HR, HU, IT, NL, PL, RO, SE, and SI; Supporting study.

198

E.g. in AT, BG, CZ, DE, EE, ES, FI, FR, HR, HU, IT, NL, PL, RO, SE, SI, and SK; Supporting study.

199

E.g. in IE; ICLEG report on use of data.

200

E.g. in AT, BG, CY, DE, EE, EL, ES, FI, HR, HU, IE, IT, NL, SE, and SI; Supporting study.

201

E.g. There is an ex ante check of the legality of the object in BG, CZ, ES, FI, HR, IT, NL, PL, RO, SE

and SI; on the other hand, in BG, CY, DE, EE, ES, FI, FR, HR, HU, IT, LT, NL, SE, and SI, there is also

an ex ante legality check of the instruments of constitution; Supporting study.

202

E.g. in AT, CY, DE, EE, NL and SE; Supporting study.

203

E.g. in BE, LT, LU and NL; Supporting study.

204

E.g in EL, FI, FR, IE, LV, MT, PT and SE; In Portugal, notaries or lawyers perform the scrutiny if they

are the ones preparing the registration; Supporting study.

205

E.g in AT, DE, BE, BG, ES, HR, IT, NL, RO; In NL, notaries are involved where limited liability

companies are registered and in case of notarised partnership contracts, but not otherwise as a matter of

course; Supporting study.

206

E.g. in LU and CZ; Supporting study.

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their responsibility to ensure the correctness of the under scrutiny information

207

. For

some Member States, third parties are involved, such as banks or auditors to verify

certain information

208

. Yet, other approaches are also used. For example, in DK and IT, a

system is used to carry out automatic checks during a mandatory self-registration,

whereby a confirmation of registration is sent by email to the natural person allowing

them to react in case the registration is unlawful or incorrect

209

207

208

Supporting study and ICLEG report on use of company information.

E.g. in AT, DK and LU, this verification concerns the payment of cash contributions; Supporting study.

209

ICLEG report on use of company information.

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NNEX

13: T

SME T

EST

– S

UMMARY OF RESULTS

(1) Preliminary assessment of businesses likely to be affected

The planned initiative, as the already existing EU company law acquis,

does not make a distinction between SMEs and larger companies and all

companies fall under its scope of application. Therefore, the needs of and

impacts on SMEs are analysed throughout the impact assessment.

(See section 2 (problems), 6

(impact and comparison of

policy options)

and 7

(preferred option), Annex 2

with a synopsis report on

The consultation activities showed that SMEs encountered difficulties consultations and Annex 4 on

when looking for information about companies in other Member States methodology)

and confirmed obstacles faced when setting-up subsidiaries or branches,

or in other cross-border situations (including the need to resubmit

company data, legalisation/apostille, certified translation).

As SMEs account for 98-99% of limited liability companies in the EU

and it is estimated that around 40% of SMEs are engaged in cross-border

activities, they will particularly benefit from the expected administrative

burden reduction (of more than EUR 437 million per year). The

measures, including the resulting increased legal certainty, will also

positively impact SMEs, as they do not have the financial and

administrative resources of large companies and are, thus, more affected

by unclear and complex rules.

The initiative will also benefit start-ups, as it responds to the calls to

facilitate the expansion of start-ups in the EU Start-up Nations Standard.

(2) Consultation with SMEs representatives

SME representatives were widely consulted during the preparatory

process for this impact assessment. A specific targeted consultation of

SMEs was carried out through an SME panel survey. For details on the

results please see Annex 14. In addition, companies, and in particular

SMEs, were also contacted during other consultation activities, i.e. the

public consultation, a specific survey for companies and a specific

workshop with companies in the context of the study supporting the IA.

(3) Measurement of the impact on SMEs

The planned initiative is of relevance to SMEs, as it will contribute to the

objectives of the 2020 SME Strategy, which mentioned that the

Commission would assess the need for additional company law measures

to facilitate cross-border expansion and scale-up by SMEs.

The specific objectives of this initiative (to increase the amount and

improve the reliability of company data available in business registers

and/or through the Business Registers Interconnection System (BRIS)

and enable direct use of this data in cross-border situations) are both very

relevant for SMEs as access to company data and its use has a strong

impact on SMEs’ cross-border activities. One of the overall objectives of

this initiative is also to achieve easier cross-border expansion for SMEs.

(See sections 6 (impact and

comparison of policy options)

and 7 (preferred option), and

Annex 4 on methodology)

(See Annex 2 with a synopsis

report

consultations;

references to SMEs’ views are

also made throughout the IA,

in particular when describing

problems and when assessing

policy options)

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Therefore, the impacts on companies, and in particular SMEs, are

measured in all policy options.

4) Assess alternative options and mitigating measures

According to the assessment, the benefits in terms of administrative

burden reduction on companies, and in particular on SMEs, are expected

to much outweigh the one-off adjustment costs and the initiative is

expected to bring significant burden reduction for companies and in

particular SMEs. Therefore, there is no need for specific measures to ease

compliance for SMEs in line with the proportionality principle.

(See sections 6 (impact and

comparison of policy options)

and 7 (preferred option), and

Annex 4 on methodology)

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NNEX

14: R

ESULTS OF THE

SME

PANEL CONSULTATION ON

PGRADING DIGITAL COMPANY LAW

ACKGROUND

This SME panel consultation is linked to the preparatory work on a new legislative

initiative on “Upgrading digital company law”

210

, planned for adoption by the

Commission in Q1 2023. This initiative will aim to: (i) enhance access at EU level to

information about companies in the national business registers; (ii) facilitate the

expansion to other Member States’ markets and reduce administrative burden by making

it possible for companies to directly (without extra formalities) use company information

from their national business registers when, for example, setting up subsidiaries or

branches, or dealing with authorities or courts in other Member States; and (iii) further

digitalise the existing EU company law procedures.

Companies, and in particular small and medium-sized companies (SMEs), are one of the

main stakeholders of this initiative. That is why it was important for the Commission

services to gather information about SMEs’ needs and about obstacles they encounter in

the areas covered by this initiative. The questions focused on situations when SMEs:



look for information about business partners in another Member State,

want to open a branch or subsidiary in another Member State or

need to provide information about their company to administrative authorities or

courts in another Member State.

The questionnaire did not focus on specific sectors but was targeted at SMEs, which

already have or plan to have cross-border experiences, such as e.g. business partners, an

establishment/place of business, or contacts with authorities or courts in another Member

State.

HORT SUMMARY OF THE RESULTS OF THE SURVEY

2.1. O

VERVIEW OF RESPONDENTS

In total, 158 stakeholders replied to this public consultation in the EU Survey webpage.

Majority of responses were submitted by limited liability companies; 64% by private

limited liability ones (99 out of 155

211

) and 14% by public (22 out of 155). 5% of replies

came from partnerships (8) and 3% - from cooperatives (5). 10% of respondents were

self-employed (16). The “other” category included, e.g. a business association or a

technology centre.

210

211

Upgrading digital company law (europa.eu)

3 respondents did not provide information.

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Most responses came from Portugal, followed by Romania, Spain, Czechia and Poland.

There were a few replies from Hungary and Italy, and a couple or individual responses

from some other Member States (Cyprus and Germany, and Austria, Bulgaria and

Lithuania, respectively).

In terms of their

size,

39%

212

were micro enterprises or self-employed (1 to 9

employees), 32% small (10 to 49 employees), 22% medium (50 to 249 employees), and

7% mid-cap and bigger companies (250 or more employees). 25% of respondents who

answered this question were part of a group of companies (39 out of 153). In a few cases,

212

As for the previous question, 3 respondents did not provide information.

161

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their parent companies were located in another Member State (6) or in a non-EU country

(8)

213

and otherwise, they were in the same Member State.

2.2. S

ETTING

UP AN ESTABLISHMENT

PLACE OF BUSINESS AND CONTACTS WITH

AUTHORITIES AND COURTS IN OTHER

EMBER

TATES

13% of those who responded already have an

establishment/place of business in

another Member State

(19 out of 151), 9% are planning to have one (14) whereas 5%

tried but gave up (7) and a majority did not have or did not plan to have one such an

establishment or place of business (73%, 111). Two respondents who tried to set up an

establishment abroad mentioned administrative obstacles and burden as a reason for

giving up. Establishments were set up abroad or planned mainly by the responding

private and public limited liability companies. For instance, 11 private limited liability

company respondents had cross-border establishments, 12 were planning to have one and

7 gave up trying to set one up, and 7 public limited liability companies already had

establishments abroad, while no responding partnerships had/planned to have any

establishments and only 2 cooperatives had/planned to have one.

In terms of

type of establishment/place of business in another Member State,

among

those who replied in affirmative

214

, 50% mentioned a subsidiary (20 out of 40), 25% a

branch (10) and 3 referred to other type of establishment/place of businesses

215

When asked about types of

difficulties encountered when setting up an

establishment/place of business in another Member State,

the respondents who

replied in affirmative mentioned that company information/documents had to be legally

certified to be valid in another Member State (apostille) (20 out of 40) and that

certified/sworn translation of company documents/information was needed (19); 13 also

mentioned that they could not use the information/documents from their company’s

213

214

As regards non-EU countries, examples of Switzerland, Moldova, Ukraine and Taiwan were mentioned.

I.e. who already had an establishment abroad, planned to have one or tried but gave up.

215

One respondent mentioned a franchise in that context.

162

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business register (non-recognition). 13 mentioned other difficulties and 13 encountered

none. 60% of those answering to this question faced administrative costs or time

consuming procedures linked to such difficulties encountered (15 out of 25) and 40% did

not. Costs for legal advice (e.g. from lawyers or notaries), translations, authentication and

certification costs were mentioned by a few respondents in this context.

As regards

difficulties when dealing with other authorities (e.g. tax or labour

authorities) in other Member States,

33% of those who replied in affirmative

mentioned the need for certified/sworn translations of company information/documents

(9 out of 40), 22% referred to the need for legal certification of documents (6), 7% to

other difficulties (2)

216

and 1 to non-recognition of documents from their company’s

business register. 33% replied that they did not face any difficulties (9 out of 40). 64% of

those answering to this question faced administrative costs or time consuming procedures

linked to such difficulties (14 out of 22) and 36% did not (8). Similarly as in case of

setting-up a subsidiary or a branch, costs of legal advice, translations, administrative fees,

authentication and certification costs were mentioned by a few respondents.

17% of respondents were involved in court proceedings in another Member State (18 out

of 104) and 83% were not (86). As regards

difficulties faced in such cross-border

court proceedings,

53% of those who were involved in court proceedings and answered

to this question, mentioned that certified/sworn translation of company

information/documents was needed (9 out of 17), 18% that information/documents had to

be legally certified to be valid and that it was not possible to use documents already

available in the company’s business register (3 each), and one respondent mentioned

other difficulties. 1 respondent did not face any difficulties. 7 respondents faced

administrative costs or time consuming procedures linked to such difficulties and 8 did

not.

In general, many respondents did not reply to questions about cross-border difficulties,

which reflects the fact that only some of the respondents had cross-border experiences

with setting up branches/subsidiaries or with dealing with authorities/courts, as shown in

replies to those questions above.

When asked whether certain

measures could help their company when setting up

subsidiaries/branches or in contacts with authorities/courts in other Member States,

there was strong positive feedback from a majority of private and public limited liability

companies

217

who expressed their opinion. 68 out of 75 of respondents thought that

having

less formalities

(for example, through the use of digital solutions applied by

authorities thus reducing the need of legal certification of company data in procedures)

would help their company; and only 7 did not think this would be of help. Similarly,

respondents thought that introducing a

common digital company information extract

and

not having to resubmit the information

already available in their company’s

business register would help their company (64 out of 72, and 65 out of 70,

216

One respondent mentioned the need for advice by a local expert and another one - administrative burden

in that context.

217

Focus on private and public limited liability companies for these two questions as respondents from

those categories appeared to have most experience with setting up of subsidiaries/branches cross-border.

163

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respectively)

218

. Only 8 and 5 respondents, respectively, thought that these measures

would not help at all.

As to

impact that such possible measures could have on costs for their companies,

general more private and public limited liability companies who shared their opinion

thought that these would lead to a significant or small cost decrease than to a significant

or small cost increase. For instance, as regards having less formalities, 49 out of 73

respondents expected a significant or small cost decrease as compared to 21 who

expected a significant or small cost increase, and 3 who thought that this would not have

an impact.

2.3. S

EARCHING FOR INFORMATION ABOUT COMPANIES IN OTHER

EMBER

TATES

54% of respondents who answered this question already have

business partners in

other Member States

(74 out of 138) as compared to 35% who do not (49). 11%

mentioned that they tried but gave up finding business partners abroad (15). Some

respondents mentioned difficulty in transferring or accessing information or formalities

in that context.

218

This includes views of respondents who thought that these measures would help their company to a very

large, large or some extent.

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As regards

sources of information about companies in other Member States,

45% of

those who replied search for information on companies’ websites (58 out of 128), 16% in

other Member State business registers (21), 4% on “find a company page” of e-Justice

portal (5) and 17% use other sources (22), including national trade promotion agencies,

Enterprise Europe Network, credit insurance companies, or their own networks and

contacts, e.g. with other entrepreneurs, local partners, customers or suppliers, or fairs and

events organised for the sector. 14% respondents did not know where to find information

about companies in other Member States (18) and a small number 3% did not need such

information at all (4).

In terms of

difficulties faced when looking for company information in other

Member States,

most respondents who answered encountered some difficulties; only

13% did not (14 out of 110). 15% of respondents could not find or access the relevant

company information at all (17); 19% could only find the relevant information on

companies’ websites (21) and 12% only in national business registers of those companies

(13). A number of other problems were mentioned, including difficulty to search on

registers’ websites (11%; 12 out of 110); need to pay for company information (10%;

11); technical (8%; 9) and language (6%; 7) difficulties. 4 respondents mentioned that

company information in registers was not sufficiently reliable.

219

When asked whether certain

measures could help their company when looking for

information about companies from other Member States,

there was strong positive

feedback from a majority of respondents who expressed their opinion. The highest

support was expressed for having

comparable information about additional legal

219

In the survey, respondents could only choose one reply and that is why numbers of replies per difficulty

are low.

165

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entities

(e.g. partnerships) available at EU level (115 out of 117) and

improving the

search for company information at EU level

through the Business Register

Interconnection System, BRIS (113 out of 115). There were also majorities in favour of

raising awareness about information at EU level through BRIS (110 out of 113), and

having basic information about groups (111 out of 113), about companies’ place of

management (109 out of 114) and place of the main economic activity (112 out of 113)

available

220

. In general, only very few respondents thought that such measures would not

help in looking for company information cross-border.

220

This includes views of respondents who thought that these measures would help their company to a very

large, large or some extent.

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NNEX

15: L

IST OF MEETINGS

NDER TARGETED

CONSULTATIONS AND VIRTUAL MEETINGS



24 June 2022 – Meeting of DG JUST with the European Trade Union

Confederation (ETUC)

24 June 2022 – Meeting of DG JUST with BusinessEurope

4 July 2022 – Meeting of DG JUST with the Council of the Notariats of the

European Union (CNUE)

7 July 2022 - Virtual meeting of DG JUST with a lawyer specialised in company

law (Poland)

13 July 2022 - Virtual meeting of DG JUST with a lawyer specialised in company

law (Spain)

18 August 2022- – Virtual meeting of DG JUST with a legal counsel of an

important European manufacturer group (Belgium)

26 August 2022 - Virtual meeting of DG JUST with a legal counsel of a major

European manufacturer group (Netherlands)

29 August 2022 - Virtual meeting of DG JUST with legal counsels of a major

European group (services) (Belgium)

167