Information plays an important role in today’s world. As a result of the ongoing internationalisation of business, there is an ever-increasing need for a quick and simple method to obtain up-to-date information on companies in a cross-border context. For this purpose, several initiatives have recently been launched.
The linking of European commercial registers
On June 13, 2012, the European Parliament and the Council of the European Union (EU) have adopted Directive 2012/17/EU regarding the interconnection of central, commercial and companies registers. Once the provisions of this Directive have been fully adopted by the member states of the European Economic Area (EEA), the national commercial registers of the member states will be linked with respect to public companies (Dutch NVs), private companies with limited liability (Dutch BVs) and the equivalent company forms in other EEA countries. This means that from that moment on, the data of these legal entities will be accessible to private individuals and legal entities throughout the EEA in a prompt and simple manner, using one central European electronic platform. A Dutch notary will then be able to consult this portal in the Dutch language in order to verify, for example, who the managing directors of a Hungarian company are and whether they may represent that company individually or jointly. At the same time, a French entrepreneur will be able to find out in the French language whether the Dutch company he or she is doing business with has been dissolved. Furthermore, the directive is intended to strengthen the cooperation between national commercial registers during cross-border procedures such as mergers, and to decrease registration costs and enhance the swift exchange of reliable information on companies and their branch offices. The actual linking of the commercial registers will take place on July 7, 2017, at the earliest.
Central registers of ultimate beneficial owners
In December 2014, the European Parliament and the Council reached an agreement on the creation of national central registers of ultimate beneficial owners (UBOs). As a part of the proposed fourth anti-money laundering directive, all EEA member states will be obliged to set up such a register, containing information on the UBOs of legal entities and trusts. The data to be recorded in the register are the name, month and year of birth, nationality, residency and the extent of the interest held by the UBO (at least 25%). The registers must be accessible to the public authorities and institutions that are required to obtain information on UBOs by law, such as banks. It is remarkable that, in addition, every person or institution able to demonstrate a ‘legitimate interest’ – for example, research journalists or concerned citizens – will, in principle, be entitled to consult the register. The goal of setting up the UBO registers is to increase transparency, making it more difficult to hide shadowy deals and to prevent money laundering and tax evasion. Further details, including the date on which the registers should be in place, are yet to be determined.
European passport for legal entities
In anticipation of the realization of the aforementioned initiatives, and further to a request from the European Notarial Network (ENN), the European Commission has decided to grant a subsidy for the development of the European passport for legal entities in digital form. Devised by a Dutch civil-law notary, the passport aims to contribute to the advancement of international trade. It is not only meant for BV or NV type companies, but for all legal entities. Because of this, the passport will retain its importance even after the linking of the European commercial registers. In effect, the passport will be a notarial statement, closely resembling the ‘notarial certificate’ or ‘certificate of incorporation’ that, at least in the Netherlands, is already frequently issued by civil-law notaries. In addition to data from the commercial register, the passport will also contain information on the UBO. Furthermore, relevant documents such as the company’s articles of association and passport copies of the managing directors and the UBOs will be attached to the passport. The goal of the ENN is to make the digital format for the passport available to all civil-law notaries across the EU member states that have Latin civil-law notarial systems, in their own language, as soon as possible in 2015. In the next few years, and thereafter, it will provide a useful instrument for enterprises with an international outlook to meet the increasing demand for company information within Europe.