COMMITTEE ON LEGAL AFFAIRS Brussels, 7 November 2018 Secretariat HK/ie DRAFT VOTING LIST on the draft report Use of digital tools and processes in company law 2018/0113(COD) : Tadeusz Zwiefka Draft report PE 625.405v0100 (124) Amendments PE 627.805v0100 (25 274) Part of the text being considered Article 1 Article 13a point 3 Article 13a point 4 Subject of the vote AM 103 COMP 10 AM 7 AM 107 Radev COMP 11 AM 108 Rodhe,, AM 109 Radev Article 13b COMP 12 Article 13b paragraph 1 point a AM 110 AM 111 AM 112 Comments If adopted, go to COMP 11 Rapport eur's opinion Falls if AM 7 is adopted If adopted, go to COMP 12 Falls if AM 108 is If adopted, go to COMP 13. Vote in block. Falls if AM 110 and 111 are Voting result 1
Article 1 paragraph 1 point 4 // Article 13b paragraph 1 point b AM 113 AM 114 Vote in block. AM 115 Compatible with AM 113 and 114 Article 1 paragraph 1 point 4 // Article 13b paragraph 2 AM 116 AM 117 AM 118 Falls if AM 116 is Vote in block. Article 13b paragraph 3 AM 119 AM 120 AM 121 Falls if AM 119 is Vote in block. AM 122 Radev Compatible with AM 120 and 121. Falls if AM 119 is Article 13b paragraph 4 AM 123 AM 124 AM 125 AM 126 Falls if AM 123 is Falls if AM 123 or 124 is Vote in block. AM 127 Delvaux Falls if AM 123, 124, 125 or 126 is
Article 13b paragraph 4 a (new) Article 13b a (new) AM 8 AM 128 AM 129 AM 130 AM 131 COMP 13 AM 104 Maullu AM 105, AM 106 Article 13c COMP 14 Article 13c title AM 9 AM 132 Article 13c paragraph 2 Article 13d AM 133 AM 134 AM 135 Radev COMP 15 AM 136 Falls if AM 123, 124, 125, 126 or 127 is Falls if AM 8, 123, 124, 125, 126 or 127 is Falls if AM 8, 123, 124, 125, 126, 127 or 128 is Falls if AM 123, 124, 125, 126, 127, 128 or 129 is If adopted, go to COMP 14 Compatible with AM 105 If adopted, go to COMP 15 Vote in block. Compatible with AM 132 and 133. Lingvistic. Do not vote If adopted, go to COMP 16 No vote 3
AM 10 AM 137 AM 138 Radev Article 13 e COMP 16 Article 13 e paragraph 1 Article 13e paragraph 1 point b Article 13e paragraph 1 point d Article 13e paragraph 2 Article 13e paragraph 2 point c Article 13e paragraph 3 AM 139 AM 140 AM 141 AM 142 Radev AM 143 AM 144 AM 145 Radev AM 146 AM 147 AM 148 AM 149 Article 13 f COMP 17 Compatible with AM 136. Vote in block. Compatible with AM 136 and 137. If adopted, go to COMP 17 Vote in block. Linguistic. Do not vote. Vote in block. Linguistic. Do not vote. Vote in block. If adopted, go to COMP 18 No vote No vote
Article 13 f paragraph 1 AM 11 AM 151 Article 13f paragraph 1 Article 13f paragraph 2 AM 152 AM 153 AM 154 AM 155 AM 156 AM 11 AM 157 AM 158 AM 159 Vote in block. Falls if AM 151 and 152 is Falls if AM 151, 152 or 153 is Falls if AM 151, 152, 153 or 154 is Falls if AM 151, 152, 153, 154 or 155 is Falls if AM 151, 152, 153, 154, 155 or 156 is Compatible with all of above. Falls if AM 158 is Vote in block. AM 160 AM 161 AM 162 Compatible with AM 158 161. Vote in block. AM 163 5
AM 164 Compatible with above AM. Article 13f paragraph 3 point a AM 165 AM 166 Vote in block. Article13f paragraph 3 point b Article 13 f paragraph 3 point c Article 13f paragraph 3 point d AM 167 AM 168 AM 169 AM 170 Compatible with AM 166 and 167. Article 13f paragraph 4 AM 171 Vote in block. Article 13f paragraph 4 a (new) Article 13f paragraph 4 point d Article 13 f paragraph 4 point e AM 172 AM 173 Maullu AM 174 AM 175
AM 176 AM 177 Falls if AM 175 is Falls if AM 175 or 176 is Article 13 f paragraph 4 point f AM 178 AM 179 Falls if AM 178 is Article 13f paragraph 4 a (new) AM 180 Article 13f paragraph 5 AM 181 Vote in block. AM 182 Article 13 f paragraph 5 (new) Article 13f paragraph 7 AM 150 AM 183 AM 184 Vote in block. Article 13 f paragraph 7 introductory part AM 185 AM 186 Falls if AM 185 is Article 13g COMP 18 If adopted, go to COMP 19 Article 13g title AM 187 Vote in block. 7
AM 188 AM 189 Falls if AM 187 and 188 is AM 12 Falls if AM 187, 188 or 189 is AM 190 Vote in block. Article 13g paragraph 1 AM 191 AM 192 Radev Falls if AM 190 and 191 is AM 193 Compatible with AM 192. Falls if AM 190 and 191 is Article 13g paragraph 1 a (new) AM 194 AM 195 Vote in block. AM 196 Article 13g paragraph 2 AM 197 Falls if AM 195 and 196 is AM 200 Falls if AM 195, 196 or 197 is AM 198 Falls if AM 195, 196, 197 or 200 is AM 199 Falls if AM 195, 196, 197, 198 or 200 is Article 13g paragraph 2 AM 201
a (new) Radev Article 13g paragraph 3 AM 202 AM 203 AM 204 Vote in block. AM 205 Falls if AM 202, 203 and 204 is Article 13g paragraph 4 AM 206 AM 207 Vote in block. AM 208 Article 13h COMP 19 Falls if AM 206 and 207 is If adopted, go to COMP 20 Article 13h paragraph 1 Article 13h paragraph 2 AM 209 AM 210 AM 13 Vote in block. AM 211 Compatible with AM 13 Article 13i COMP 20 If adopted, go to AM 233 Article 13i title AM 212 Vote in block. AM 213 AM 14 Falls if AM 212 and 213 is 9
AM 214 Falls if AM 14, 212 or 213 is AM 215 AM 216 Falls if AM 215 is AM 218 Falls if AM 215 or 216 is Article 13i paragraph 1 subparagraph 1 AM 219 Falls if AM 215, 216 or 218 is AM 220 Falls if AM 215, 216, 218 or 219 is Vote in block. AM 221 AM 217 Compatible with above AM. AM 15 Compatible with above AM. Article 13i paragraph 1 subparagraph 2 AM 222 Delvaux AM 223 Falls if AM 222 is Vote in block. AM 224 Article 13i paragraph 1 AM 225 Article 13i paragraph 1 a (new) AM 226
Article 1 paragraph 1 point 5 // Article 13i paragraph 1 a (new) Article 13i paragraph 1 b (new) Article 13i paragraph 1 c (new) Article 13i paragraph 2 Article 16 paragraph 2 subparagraph 2 AM 227 AM 228 AM 229 AM 230 AM 231 AM 232 AM 233 Radev Vote in block. Falls if AM 230 and 231 is Article 16a paragraph 2 subparagraph 1 AM 234 Vote in block. AM 235 Article 18 paragraph 1 AM 236 Article 19 COMP 21 If adopted, go to AM 245. AM 237 Vote in block. Article 19 paragraph 1 AM 238 AM 16 Falls if AM 237 and 238 is Article 19 paragraph 2 point b AM 239 Article 19 paragraph 2 point e AM 17 Article 19 paragraph 2 point g AM 18 AM 240 Falls if AM 18 is Vote in block. 11
AM 241 AM 242 Delvaux Falls if AM 18, 240 or 241 is Article 19 paragraph 2 point i Article 19 paragraph 2 subparagraph 2 Article 22 paragraph 4 Article 22 paragraph 5 AM 243 AM 244 AM 245 AM 246 AM 247 AM 248 Article 28a COMP 22 Article 28a paragraph 1 Article 28a paragraph 2 AM 249 AM 250 AM 251 AM 252 AM 253 AM 254 Falls if 245 is Vote in block. If adopted, go to COMP 23 Vote in block. Compatible with AM 249 and 250. Compatible with AM 249, 250 and 251. Compatible with AM 253. Vote in block.
Article 28a paragraph 3 introductory part Article 28a paragraph 3 point a Article 28a paragraph 3 point b Article 28a paragraph 3 point b a (new) Article 28a paragraph 3 a (new) Article 28a paragraph 5 AM 255 AM 256 AM 257 AM 258 AM 20 AM 21 AM 259 AM 260 AM 261 AM 262 Delvaux Vote in block. Falls if AM 259 and 260 is Falls if AM 259, 260 and 261 is Article 28b COMP 23 If adopted, go to AM 271 Article 28b title AM 22 AM 263 Article 28b AM 264 AM 265 Vote in block. Falls if AM 263 and 264 is 13
Delvaux AM 266 Falls if AM 263, 264 or 265 is AM 23 Compatible with above AM. Article 28b paragraph 1 a (new) AM 267 Article 28b paragraph 1a (new) AM 268 Article 28b paragraph 1b (new) AM 269 Article 28b paragraph 1c (new) AM 270 Article 2 paragraph 1 subparagraph 2 AM 24 AM 271 Marinho e Pinto Withdrawn W Article 3 paragraph 2 point a Article 3 paragraph 2 point b Recital 2 COMP 24 If adopted, go to COMP 1 AM 272 AM 273 AM 274 Falls if AM 272 is COMP 1 If adopted, go to AM 29. AM 25 Vote in block AM 26 AM 28 Delvaux Falls if AM 25 and 26 are
AM 27 Recital 2 a (new) AM 29 AM 30 Recital 2 b (new) Recital 2 c (new) AM 31 Compatible with AM 25, 26 and 28. COMP 2 If adopted, go to AM 34 Recital 3 AM 32 AM 1 AM 33 Popa Falls if AM 32 is Vote in block. Recital 4 AM 34 Recital 5 COMP 3 If adopted, go to AM 40 Recital 6 a (new) AM 38 Vote in block. AM 39 AM 37 Delvaux AM 35 AM 36 Popa AM 40 Maullu Falls if AM 38 and 39 are Compatible with AM 37. Falls if AM 38 and 39 are Compatible with AM 35 and 37. Falls if AM 38 and 39 are Falls if COMP 13 adopted COMP 4 If adopted, go to AM 48 Recital 7 AM 41 Vote as block. AM 42 15
Recital 8 Recital 9 AM 2 AM 43 AM 44 Delvaux AM 45 AM 46 AM 47 Falls if AM 41 and 42 is Vote in block. Compatible with AM 2 and 43. Falls if AM 41 and 42 is Compatible with AM 44. Falls if AM 2, 41, 42 or 43 is Vote in block. AM 48 Vote in block. AM 49 AM 50 AM 51 AM 52 COMP 5 AM 3 AM 53 AM 54 AM 55 Compatible with AM 48 and 49. Compatible with AM 50. Falls if AM 48 and 49 are Compatible with AM 50 and 51. Falls if AM 48 and 49 are If adopted, go to AM 60 and 61 Compatible with AM 3. Vote in block. Falls if AM 3, 53 or 54 is
Recital 10 AM 57 Popa AM 58 Lebreton Boutonnet AM 59 AM 56 AM 60 and 61 AM 62 Compatible with AM 3, 55 and 56. Falls if AM 53 and 54 are Compatible with AM 53, 54, 55, 56 and 57. Falls if AM 3 is Compatible with AM 3, 55, 56, 57 and 58. Falls if AM 53 and 54 are Compatible with above AMs. Vote as addition. Vote in block. COMP 6 If adopted, go to COMP 7 Recital 11 AM 63 AM 64 AM 65 Popa AM 4 AM 66 Compatible with AM 63. Compatible with AM 63 and 64. Compatible with AM 63 and 64. Falls if AM 65 is Vote in block. COMP 7 If adopted, go to COMP 8 Recital 12 AM 67 AM 5 AM 68 AM 69 AM 70 Delvaux Falls if AM 67 is Falls if AM 5 or 67 is Vote in block. 17
AM 71 AM 72 AM 73 Compatible with above AM. Vote in block. Compatible with above AM. COMP 8 If adopted, go to COMP 9 Recital 13 AM 74 AM 75 AM 76 AM 77 AM 78 Popa Compatible with AM 74. Vote in block. Compatible with AM 74, 75, 76 and 77. AM 79 Compatible with AM 78. AM 80 Falls if AM 74, 75, 76 or 77 is Vote is block. COMP 9 If adopted, go to AM 84 Recital 14 AM 81 Vote in block. AM 82 AM 83 Marinho e Pinto Compatible with AM 81 and 82.
Recital 15 Recital 17 Recital 19 Recital 20 Recital 21 Recital 23 AM 84 AM 86 AM 85 AM 87 Popa AM 6 AM 88 AM 89 AM 90 AM 91 AM 92 AM 93 Radev AM 94 Popa AM 95 Vote in block. Compatible with AM 84 and 86. Compatible with AM 84 and 86. Falls if AM 85 is Vote in block. Compatible with AM 90. Vote in block. Compatible with AM 90, 91 and 92. AM 96 Compatible with AM 95. Vote in block. AM 97 AM 98 Delvaux AM 99 Compatible with AM 95, 96 and 97. 19
AM 100 AM 101 Recital 24 AM 102 Radev DRAFT REPORT AS A WHOLE (By rollcall) Compatible with AM 99. Vote in block. Vote on the decision to enter into negotiations is postponed to 6 December 2018. COMPROMISE AMENDMENTS COMP 1 Amd 25,26,27,28, Recital 2 The use of digital tools and processes to more easily, rapidly and time and costeffectively initiate economic activity by setting up a company or by opening a branch of that company in another Member State and to provide comprehensive and accessible information on companies is one of the prerequisites for the effective functioningmodernisation and administrative streamlining of a competitive Single Market and for ensuring the competitiveness and trustworthiness of companies. COMP 2 Amd 1, 32,33 Recital 3 In order to ensure that EU company law is fair, inclusive and up to date, the Commission in its Communication A Digital Single Market Strategy for Europe and in its Communication EU egovernment Action Plan 20162020: Accelerating the digital transformation of government stressed the role of public administrations in helping entrepreneurs to easily set up business, operate online and expand across borders. The EU egovernment Action Plan specifically recognised the importance of improving the use of digital tools when complying with company law related requirements. Furthermore, in the 2017 Tallinn declaration on egovernment Member States made a strong call to step up efforts for the provision of efficient, usercentric electronic procedures in the Union. COMP 3
Amd 35, 36, 37 Recital 5 In order to facilitate the registration of companies and their branches and to reduce the costs, time and administrative burdens associated with the registration process, in particular by micro, small and mediumsized enterprises ( SMEs ) as defined in Commission Recommendation 2003/361/EC, procedures should be put in place to enable registration to be completed online.this Directive, however, should not oblige companies to use such procedures. Such costs and burdens derive not only from administrative fees charged for setting up a company, but also from other requirements which make the overall process longer to complete, in particular when the physical presence of the applicant or their representative is required. In addition, information on these procedures should be made available online and free of charge. COMP 4 Amd 2, 43, 44, 45, 46, 47 Recital 7 Enabling the online registration of companies and branches and the online filing of documents and information would allow companies to use digital tools in their contacts with competent authorities of Member States. In order to enhance trust, Member States should ensure that secure electronic identification and the use of trust services is possible for national as well as crossborder users in accordance with Regulation (EU) No 910/2014 of the Euro pean Parliament and of the Council. Furthermore, in order to enable crossborder electronic identification, Member States should set up electronic identification schemes which provide for authorised electronic identification means. Such national schemes would be used as a basis for the recognition of electronic identification means issued in another Member State. In order to ensure the high level of trust in crossborder situations, only electronic identification means which comply with Article 6 of Regulation (EU) No 910/2014 should be recognised.. In any event, this Directive should only oblige Member States to enable online registration of companies and their branches and online filing by Union citizens through the recognition of their electronic identification means. COMP 5 Amd 3, 53,54, 55, 56, 57, 58, 59 Recital 9 As a first step in a company's lifecycle, it should be possible to establish and register companies fully online. However, Member States should, by way of derogation from this requirement, be allowed to exempt public limited liability companies due to the complexity of establishment and registration of such companies and in order to respect Member States existing traditions of company law. In any event, Member States should lay down detailed rules of registration. It should be possible to carry out online registration with the submission of documents in electronic form. COMP 6 amd 4, 63, 64, 65,66 Recital 11 21
In order to assist businesses, in particular micro, small and medium size companiesin settingup their business, it should be possible to register a private limited liability company with the use of templates which are model instruments of constitution which should be available online. Such models may contain a predefined set of options in accordance with national law. The applicants should be able to choose between using this model or registering a company with bespoke instruments of constitution and Member States should have the option to provide templates also for other types of companies. COMP 7 Amd 5, 67,68,69,70,71,72,73 Recital 12 In order to respect Member States existing traditions of company law, it is important to allow flexibility as regards the manner in which they ensure a fully online system of registration of companies and branches, as well as the online filing of documents and information, including in relation to the role of notaries or lawyers in such a process. Matters concerning online registration of companies and branches and online filing of documents and information which are not regulated in this Directive should be governed by national law. COMP 8 Amd 74,75, 76, 77, 78, 79, 80 Recital 13 Furthermore, in order to tackle fraud, moneylaundering and company hijacking and to provide safeguards for the reliability and trustworthiness of documents and information contained within national registers, provisions concerning the online registration of companies and their branches and the online filing of the documents and information should also include legality controls on the identity and legal capacity of persons seeking to establish a company or branch or filing the document and information online. However, the means and methods to achieve these controls should be left to Member States to develop and adopt. Those rules could include, amongst others, verification by means of videoconference or other online means that provide a realtime audiovisual connection. To that effect Member States should be able to require the involvement of notaries or lawyers as a part of the online registration process and online filing, however, such involvement should not prevent the completion of the registration and filing procedure in its entirety online. COMP 9 amd 81,82, 83 Recital 14 Without prejudice to obligations arising from the existing rules on beneficial owners, antimoney laundering, counterfighting terrorism financing and tax evasion where such rules require due diligence checks, including the physical presence, Member States should be allowed to take measures, in accordance with national law, justified by overriding reasons of public interest in cases of suspicion of fraud such as those regarding the applicants identity or legal capacity, which could require, not systematically but exceptionally on a casebycase basis, a physical presence of the applicant or their representative before any
authority of a Member State responsible for the procedure of registration under the respective national law where the company or branch is to be registered., COMP 10 amd 7, 107 registration" means the whole process of formation of a company by means of digital tools, from the identification of the applicant, the drawing up or submitting of the instrument of constitution, to the entry of the company in a business register as a legal entity, as provided for in national law; and as regards branches, means the process leading to disclosure of documents and information relating to a branch opened in a Member State; amd 7, 109 COMP 11 amd 109, 108 template" means a model for the instrument of constitution of a company which is drawn up by each Member State in compliance with their national law and is used for the online registration of a company COMP 12 Amd 8, 112, 115, 116, 119, 120,121, 122, 123, 124, 127, 128, 129,130, Article 13b Recognition of identification means for the purposes of online procedures 1. Member States shall ensure that the following electronic identification means to identify Union citizens may be used for the purpose of online registration and online filing: a) an electronic identification means issued under an electronic identification scheme approved by their own Member State b) an electronic identification means issued in another Member State and recognised for the purpose of crossborder authentication. Member States may refuse the recognition of identification means, where the assurance levels of the electronic identification means do not comply with Article 6 (1) (b) and (c)of Regulation (EU) No 910/2014 1a. Member States may develop and adopt complementary electronic controls of identity, legal capacity and legality. Those controls may include, amongst others, verification by means of videoconference or other online means that provide a realtime audiovisual connection. 2. Where justified by the overriding reason of public interest to prevent fraud as regards the identity of the applicants or their representatives, Member States may require the applicants or their representatives to appear in person before any competent authority, or before any other person or body dealing with, making or assisting in making the application for registration or filing, for procedural steps for which this physical presence is necessary. Member States shall ensure that 23
physical presence may only be required on a case by case basis and that any other steps of the procedure can be completed online 3. For the purposes of paragraph 1, Member States shall publish a list of the means of electronic identification which they recognise. COMP 13 Amd 40, 105, 106, 139, 158, 159,160, 161, 222, 223, 224, 225, 232, 253, 265, 266 Article 13 b a new General provisions as to online registration of companies and branches, and online filling of information and documents 1. Member States shall designate in accordance with their legal systems and legal traditions the authorities or public officers or body dealing with the registration of companies and branches and the filing of documents and information with the register. 2. This Directive is without the prejudice to the procedures and requirements laid down by national law, including those relating to legal form for drawing up the instruments of constitution, as long as the online registration of the company referred to in Article 13 f and the branch as referred to inarticle 28 a is possible. 3. The requirements under applicable national law as to the authenticity, accuracy and due legal form of submitted documents or information shall remain unaffected as long as the online registration referred to in Article 13f and Article 28a and the online filing as referred to in Article 13 i and Article 28 b is possible. COMP 14 Amd 9, 134 Article 13c Fees for online registration and online filing of documents and information 1. Member States shall ensure that the rules on fees applicable to the procedures referred to in this Chapter are transparent and are applied in a nondiscriminatory manner. 2. Any fees charged by the registers, referred to in Article 16, for the online registration of, or the online filingof documents and/or information by, a company or a branch shall not exceed the administrative costs of providing the service. COMP 15
Amd 10, 136,137, 138 Article 13d Payments Where the completion of a procedure laid down in this Chapter requires a payment, Member States shall ensure that the payment can be made by means of a online payment service widely available in crossborder payment servicesthat permits identification of the payer, provided by a financial institution or payment provider established in a Member State. COMP 16 amd 140, 141, 142, 145, 146, 149 Article 13e Information requirements 1. Member States shall ensure that the following information is made available online: a) requirements concerning the registration and operation of companies and their branches, including online registration and online filing under national law; b) requirements relating to the use of templates for online registration of companies; c) requirements relating to the authentication of documents and information to be submitted as part of the online registration procedure; d) rules relating to the means of identification required as part of the online registration and filing. 2. Member States shall ensure that the following minimum information shall be made available concerning the types of companies listed IIA: a) any formalities relating to online registration of and online filing by a company or branch, including procedures and time limits, together with details of all documents and information required and any applicable fees; b) any requirements concering the submission of documents drawn up in other languages, including the translation or certification of such documents; c) the means of identification, as referred to in Article 13b, required by the Member State; d) the powers and responsibilities of the administrative body, the managerial body and the supervisory organ of the company or branch including the representation of a company or a branch towards third parties; e) the requirements for becoming a member of the administrative body, the managerial body and the supervisory organ of the company or branch; f) details concerning the decisionmaking process of the administrative body, the managerial body and the supervisory organ of the company or branch; g) details relating to the rights and obligations of the shareholders; h) details concerning the payment of dividends and other forms of distributions; i) information relating to legal reserves, where applicable; j) conditions affecting the validity of preincorporation contracts; 25
k) any requirements relating to the operation and activities of a branch by a company, as well as any requirements relating to the opening and closure of a branch; l) any requirements relating to a change in the documents and information referred to in Articles 14 and 30. 3. Member States shall provide the information referred to in paragraphs 1 and 2 on the websites available through the Single Digital Gateway established by Regulation (EU) No [COM (2017) 256] (***). The information shall meet the quality requirements of Article X of that Regulation. Such information shall be made available at least in an official Union language broadly understood by the largest possible number of crossborder users and shall be free of charge (*) Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73). (**) Commission Implementing Regulation (EU) 2015/884 of 8 June 2015 establishing technical specifications and procedures required for the system of interconnection of registers established by Directive 2009/101/EC of the European Parliament and of the Council (OJ L 144, 10.6.2015, p. 1). (***)Regulation [ ] of the European Parliament and of the Council establishing a single digital gateway to provide information, procedures, assistance and problem solving services and amending Regulation EU No 1024/2012 (OJ L [ ], [ ], p. [ ])." (1) in Chapter III of Title I, the following Section 1a is inserted: COMP 17 Amd 11, 150, 153, 154,155, 156, 157, 164 (if the option on EU template chosen), 165, 168, 169, 170, 171, 172, 173, 174, 175, 176, 177, 178, 179, 180, 185, 186, Article 13f Online registration of companies 1. Member States shall ensure that the registration of companies may be carried out fully online without the necessity for the applicants, or their representatives, to appear in person before any competent authority or before any other person or body dealing with the application for registration, subject to the proviso laid down in Article 13b(2). However, Member States may decide not to provide fully online registration procedures for those types of companies listed in Annex I. 2. Member States shall lay down detailed rules for the online registration of companies, including rules on the use of templatesfor online registration of a company, as referred to in Article 13g and the documents and information required for registering a company. As part of these rules Member States shall ensure that the online registration may be carried out by submitting information or documents in the electronic form, including electronic copies of the documents and information referred to in Article 16a(4). 3. The rules, referred to in paragraph 2, shall at least provide for the following:
a) the procedures to ensure the legal capacity of the applicant and their authority to represent the company; b) the means to verify the identity of the person or persons registering the company or their representatives; c) the requirements for the applicant to use trust services referred to in Regulation (EU) No 910/2014. d) the procedures to verify the appointment of directors taking into account the disqualification of directors by competent authorities of other Member States; e) the procedures to ensure the legality of the object of the company in so far as such checks are provided under national law; f) the procedures to ensure the legality of the name of the company in so far as such checks are provided under national law; 4. The rules, referred to in paragraph 2, may also provide for the following: a) the procedures to ensure the legality of the instruments of constitution, including verifying the correct use of templates; b) the procedures to provide for the role of a notary or any other person or body mandated by the Member State to submit an application for registration ; c) the circumstances in which online registration may be excluded where the share capital of a company is to be paid by way of contributions in kind. 5. Member States shall not make the online registration of a company conditional on obtaining any licence or authorisation before the company is registered, unless where it is indispensable for the proper control of certain activities laid down in national law. 6. Member States shall ensure that where the payment of share capital is required as part of the procedure to register a company, that this payment may be made online, in accordance with Article 13d, to a bank account of the bank operating in the Union. In addition, Member States shall ensure that proof of such payments may also be provided online. 7. Where the applicant is a natural person and uses the template as provided by article 13g Member States shall ensure that the online registration is completed within a period of five working days from the later of the following: a) the receipt of all required documents and information by a competent authority or, where applicable, by a person or a body mandated under national law to submit the application for the registration of a company; b) the payment of a registration fee, the payment in cash for share capital or, where a payment for the share capital is to be provided by way of a contribution in kind, as provided for under national law. In other cases, Member States shall ensure that the online registration of the company is completed within 10 working days. Member States shall ensure that the applicant is immediately notified of the reasons for any delay, where, in duly justified exceptional circumstances, it would not be possible to comply with this time limit. 8. Where justified by the overriding reason of public interest as to compliance with rules on legal capacity of the applicants or their authority to represent the company reffered to in point (a) of paragraph 3, Member States may take measures which could require a physical presence before any authority competent under the national law to deal with, making or assisting in making, the application for online registration or online filing. Member States 27
shall ensure that in such cases the physical presence of the applicants may only be required on a casebycase basis and that any further steps of the procedure can still be completed online COMP 18 Amd 12, 189,193, 192, 194, 195, 196, 197, 198, 199, 200, 201, 202, 203 204, 205, 206, 207, 208 Article 13g Templates for registration of companies 1. Member States shall make templates available on registration portals or websites that are part of the Single Digital Gateway for the types of companies listed in Annex IIA. Member States may also make templates available online for the registration of other types of companies. 2. Member States shall ensure that the templates, referred to in paragraph 1 of this Article, may be used by applicants as part of the online registration procedure, referred to in Article 13f and in compliance with the provisions thereof 2. Member States shall at least make the templates available in an official Union language broadly understood by the largest possible number of crossborder users. 3. The content of the templates shall be governed by national law. COMP 19 Amd 13, 211, Article 13h Disqualified directors 1. Where Member States lay down rules relating to the disqualification of directors, referred to in point (d) of Article 13f(3)the register where the c ompany is to be registered may, through the system of interconnection of registers referred to in Article 22, request confirmation from the registers of other Member States as to whether or not the person who is to be appointed as director of the company is currently disqualified from acting as director in those other Member States. For the purpose of this Article, directors shall include all of the persons referred to in Article 14(d). 2. Member States shall make the necessary arrangements to ensure that their registers are able to provide, without undue delay by means of the system referred to in Article 22, the information referred to in paragraph 1 of this Article and in respect of what period any disqualification is in force. This information shall be provided for the purpose of registration and where a person is confirmed to be disqualified Member States shall also provide the grounds of disqualification. 3. Member States may refuse, based on the grounds of disqualification, the appointment of a person as a director of a company where this person is currently disqualified from acting as a director in another Member State. 4. Paragraphs 1, 2 and 3 shall apply mutatis mutandis where a company files information about the appointment of a new director in the register referred to in Article 16.
COMP 20 Amd 14, 15, 212, 213, 214, 217, 218, 219, 220, 221, 226, 227, 228, 229 Article 13i Online filing of documents and information by companies 1. Member States shall ensure that companies are able to file online the documents and information, as referred to in Article 14, including any modification thereof, with the register within the time limit provided by the laws of the Member State where the company is to be registered. Member States shall ensure that such filing may be completed online in its entirety without the necessity for the applicant, or his representative to appear in person before any competent authority or before any other person or body dealing with making or assisting in making the online filing, subject to the proviso laid down in Article 13b (2) and Article 13f (8) Member States shall lay down rules to provide safeguards as regards the reliability and trustworthiness of documents and information to be filed online provided that the filing remains possible online. Article 13f(3) and point (b) of Article 13f(4) apply mutatis mutandis Member States shall ensure that the origin and integrity of the documents filed online may be verified electronically. 2. Member States may require that certain companies or that all companies file certain or all of the documents and information referred to in paragraph 1 online. COMP 21 Amd 16, 17, 18, 40, 238, 241, 242, 246, 247, 248 "Article 19 Fees chargeable for documents and information 1. The fees charged for obtaining documents and information or copies thereof referred to in Article 14 through the system of interconnection of registers, shall not exceed the administrative costs thereof. 2. Member States shall ensure that the following information is available free of charge through the system of interconnection of registers: a) the name or names and legal form of the company; b) the registered office of the company and the Member State where it is registered; c) the registration number of the company and its EUID; d) details of the company website, where applicable; e) the legal status of the company, such as when it is closed, struck off the register, wound up, dissolved, under the insolvency proceedings, economically active or inactive as defined in national law and where available in the national registers; f) the object of the company, where it is recorded in the national register; g) the number of employees of the company, where this is available in the company's financial statements as required by national and EU law; 29
h) the name of any persons currently authorised by the company to represent it in dealing with third parties and in legal proceedings or to take part in the administration, supervision or control of the company, as referred to in Article 14(d); i) information on any branches opened by the company in another Member State including the name, registration number, EUID and the Member State where the branch is registered. Member States may make further information and documents available free of charge when extracted by electronic means."; COMP 22 Amd 19, 20,21, 251,252, 256, 257,258, 261, 262, "Article 28a Online registration of branches 1. Member States shall ensure that the registration in a Member State of a branch of a company, which is governed by the law of another Member State, may be carried out fully online without the necessity for the applicant, or its representative, to appear in person before any competent authority or before any other person or body dealing with, making or assisting in making the application for registration, subject to the proviso laid down in Article 13b (2). 2. Member States shall lay down detailed rules for the online registration of branches, including rules on the documents and information required to be submitted to a competent authority. As part of those rules Member States shall ensure that online registration may be carried out by submitting information or documents in electronic form, including electronic copies of the documents and information referred to in Article 16a(4), or by making use of the information or documents previously submitted to a register. 3. The rules, referred to in paragraph 2, shall at least provide for the following: a) the procedure to ensure the legal capacity of the applicant and their authority to represent the company; b) the means to verify the identity of the person or persons registering the branch or their representatives. c) the requirements for the applicant to use trust services referred to in Regulation (EU) No 910/2014 3a. The rules, referred to in paragraph 2, may also provide fro the following: (a) the procedures to ensure the legality of the object of the branch; (b) the procedures to ensure the legality of the name of the branch; (c) the procedures to ensure the legality of the documents and information submitted for the registration of the branch; (d) the procedures to provide for the role of a notary or any other person or body involved in the process of registration of the branch under the applicable national provisions 4. Member States may verify the information about the company by means of the system of interconnection of registers when registering a branch of a company established in another Member State.
Member States shall not make the online registration of a branch conditional on obtaining any licence or authorisation before the branch is registered, unless where it is indispensable to the proper control of certain activities laid down in national law. 5., Member States shall complete the online registration of a branch within the period of five working days from the receipt of all the necessary documents and information required by a competent authority or, where applicable, by a person or a body mandated under national law to submit an application for the registration. 6. Following the registration of a branch of a company established under the laws of another Member State, the register of the Member State in which that branch is registered shall notify the Member State where the company is registered that the branch has been registered by means of the system of interconnection of registers. The Member State, where the company is registered, shall acknowledge receipt of such notification and shall record the information in their register without delay COMP 23 Amd 22, 23, 265, 266, 267, 268, 269, 270 Article 28b Online filing of documents and informationfor branches Member States shall ensure that documents and information, referred to in Article 30 or any modification thereof, may be filed online within the period provided by the laws of the Member State where the branch is established. Member States shall ensure that such filing may be completed online in its entirety without the necessity for the applicant or its representative to appear in person before any competent authority or before any other person or body dealing with, making or assisting in making the online filing, subject to the proviso laid down in Article 13b (2) and Article 13f (8). Member States shall lay down rules to provide safeguards as regards the reliability and trustworthiness of documents and information to be filled online provided that the filing remains possible online. Article 13f(3) and point (b) of Article 13f(4) apply mutatis mutandis COMP 24 Amd 272, 273, 274 Article 3 Reporting and review 1. The Commission shall, no later than five years after [OP please insert the date of the end of the transposition period of this Directive], carry out an evaluation of this Directive and present a Report on the findings to the European Parliament, the Council and the European Economic and Social Committee. Member States shall provide the Commission with the information necessary for the preparation of the report, namely by providing data on the number of online registrations and related costs. 31
2. The report of the Commission shall evaluate, amongst others, the following: a. the feasibility of providing for fully online registration of the types of companies listed in Annex I b. the feasibility of providing templates by Member States for all types of limited liability companies and the need and feasibility of providing a harmonised template across the Union to be used by all Member States for the types of companies listed in Annex IIA; c. the methods of online filing and online access, including the use of application programming interfaces; d. the need and feasibility of making more information available free of charge than laid down in Article 19 (2) and ensuring unencumbered access to such access; e. the need and feasibility of further application of the onceonly principle. 3. The report shall be accompanied, if appropriate, by proposals for amendment of Directive (EU) 2017/1132.