Changes from report parliamentary committee draft to plenary report

AddedDirective (EU) 2017/1132

AddedArticle 2 – paragraph 1 – point 16, Article 14b – paragraph 6: 6. The ultimate parent company or, where applicable, the intermediate parent company or the subsidiary company referred to in paragraph 2 shall once per year, and no later than the due date for the filing of the accounting documents and, if no such disclosure is required, by the end of the financial year, update the information required in paragraphs 1 to 3, where applicable.

AddedDirective (EU) 2017/1132

AddedArticle 2 – paragraph 1 – point 16, Article 14b – paragraph 8: 8. In the case of changes to the information referred to in paragraph 5, each subsidiary company of the group governed by the law of a Member State, including any intermediate parent company, shall disclose such changes in the register where it is registered within a deadline of two weeks as from the date the changes were made, or from the date it was made aware of the changes,

AddedDirective (EU) 2017/1132

AddedArticle 2 – paragraph 1 – point 16, Article 14b – paragraph 11a (new): 11a. Member States may choose to disclose the information in accordance with this Article in a register referred to in Article 16.

AddedDirective (EU) 2017/1132

AddedArticle 2 – paragraph 1 – point 16, Article 14b a (new): Article 14b a / Documents and information to be disclosed by cooperatives / In Member States where information on cooperatives is included in company registers, the disclosure of the following information shall be compulsory: / (a) the name of the cooperative; / (b) the legal form of the cooperative; / (c) the registered office of the cooperative and the Member State where it is registered; / (d) any change of the registered office of the cooperative; / (e) the registration number of the cooperative; / (f) the instrument of constitution, and the statutes if they are contained in a separate instrument, if these documents are required by national law; / (g) any amendments to the instruments referred to in point (f), including any extension of the duration of the cooperative; / (h) after every amendment of the instrument of constitution or of the statutes, the complete text of the instrument or statutes as amended to date; / (i) the particulars of the persons who are authorised to represent the cooperative in dealings with third parties and information as to whether the partners authorised to represent the cooperative may do so alone or are required to act jointly; / (j) the winding-up of the cooperative; / (k) any declaration of nullity of the cooperative by the courts; / (l) the particulars of the liquidators and their respective powers, unless such powers are expressly and exclusively derived from law or from the statutes of the cooperative; / (m) any termination of a liquida…

AddedDirective (EU) 2017/1132

AddedArticle 2 – paragraph 1 – point 17, Article 15 – paragraph 2 – point a: (a) that any changes to the documents and information on companies listed in Annex II and IIB are filed with the register within a time period not exceeding 15 working days as from the date the changes were made. This time period shall not apply to changes to the information to be disclosed under Article 14b and accounting documents referred to in Article 14, point (f), and Article, 14a point (l);

AddedDirective (EU) 2017/1132

AddedArticle 2 – paragraph 1 – point 17, Article 15 – paragraph 2 – point b: (b) that any changes in the documents and information regarding companies listed in Annexes II and IIB are entered in the register and are disclosed, in accordance with Article 16(3), within 5 working days from the date of the completion of all formalities required for the filing, including the receipt of all documents and information, which comply with national law. Exceptionally, where necessary due to the complexity of the checks to be conducted in accordance with Article 10, that deadline may be extended by 10 working days;

AddedDirective (EU) 2017/1132

Article 2 – paragraph 1 – point 17, Article 15 – paragraph 2 – point c: deleted

Directive (EU) 2017/1132

Change 16

ChangedArticle 2 – paragraph 1 – point 21, Article 16b – paragraph 1 – subparagraph 1: 1. Member States shall ensure that the registers referred to in Article 16 issue the EU Company Certificate about companies listed in Annexes II and IIB. The EU Company Certificate shall be accepted in all Member States as sufficient evidence of the incorporation of the company and of the information listed in paragraphs 2 and 3 of this Article, respectively, which is held by the register where the company is registered at the time of the issuance.

Directive (EU) 2017/1132

Change 17

ChangedArticle 2 – paragraph 1 – point 21, Article 16b – paragraph 1 – subparagraph 21 a (new): AWhere a Member StateState, maybased decideon toobjective onlycriteria recognisesuch registeras datathe fromcompleteness Memberof Statesthe legality check referred to in Article 10(2), has reasonable doubts as evidenceto wherewhether the registerdocuments dataand information stored in the register of thoseanother Member States areState subjecthave toundergone a preventive control in accordance with Article 10 which is functionally equivalent levelto ofthat preventivegenerally scrutinyensured beforeby theyMember areStates enteredin intoline with the registerprinciple of the Membermutual Statetrust, concerned,that takingMember intoState accountshall objectiverequest criteriaan suchassessment asof the reliability of identity andthat legalitypreventive checks.control Memberby Statesthe shallCommission. notifyWhere the Commission ofconfirms anythat registerssuch whosepreventive datacontrol shallis not befunctionally recognisedequivalent, asthat evidence.Member TheState Commissionor shallother publishMember theStates listmay ofdecide registersnot onto accept the portaldocuments and information concerned as evidence in allthat officialand languagesother Member States until the equivalence of the Union.preventive control mechanism is re-established in accordance with the Commission’s assessment.

Directive (EU) 2017/1132

Change 18

ChangedArticle 2 – paragraph 1 – point 21, Article 16b – paragraph 2 – point f: (f) the postal orand contact address of the company, where such details are recorded in the national register;

Directive (EU) 2017/1132

Article 2 – paragraph 1 – point 21, Article 16b – paragraph 2 – point g: (g) details of the company website and the electronic address of the company, where such details are recorded in the national register;

Directive (EU) 2017/1132

Change 19

ChangedArticle 2 – paragraph 1 – point 21, Article 16b -– paragraph 2 -– point j: (j) the status of the company, such as when it is closed, struck off the register, wound up, dissolved, undergoing insolvency proceedings, economically active or inactive as defined in national law and where such details are recorded in the national register;

Directive (EU) 2017/1132

Change 20

RemovedArticle 2 – paragraph 1 – point 21, Article 16b – paragraph 5 – subparagrph 2: Member States shall ensure that each company listed in Annexes II and IIB as well as third parties, including authorities, which need reliable essential information about companies, may obtain its EU Company Certificate in electronic format free of charge.

AddedArticle 2 – paragraph 1 – point 21, Article 16b – paragraph 2 – point l: (l) the object and the sectors of activity of the company, with the use of the Statistical Classification of Economic Activities in the European Community (NACE), where these codes are used pursuant to applicable national law;

Directive (EU) 2017/1132

Change 21

AddedArticle 2 – paragraph 1 – point 21, Article 16b – paragraph 2 – point n: deleted

AddedDirective (EU) 2017/1132

AddedArticle 2 – paragraph 1 – point 21, Article 16b – paragraph 5 – subparagraph 2: Member States shall ensure that each company listed in Annexes II and IIB, as well as third parties which need reliable essential information about companies, may obtain its EU Company Certificate in electronic format free of charge.

AddedDirective (EU) 2017/1132

Article 2 – paragraph 1 – point 21, Article 16c – paragraph 1 – subparagraph 1: Member States shall ensure that, in order to carry out procedures in another Member State within the scope of this Directive, companies listed in Annexes II and IIB may use a standard model of the digital EU power of attorney in accordance with this Article to authorise a person to represent the company.

Directive (EU) 2017/1132

Change 22

ChangedArticle 2 – paragraph 1 – point 21, Article 16c – paragraph 1 – subparagraph 2: The digital EU power of attorney shall be drawn up and revoked in accordance with national legal and formal requirements. The national requirements for drawing up the digital EU power of attorney shall at least include the verification of the identity, legal capacity and authority to represent the company of the person granting the power of attorney.attorney by courts, administrative authorities or notaries, in accordance with national law. In addition, the digital EU power of attorney shall be signed by the person granting the EU power of attorney using qualified electronic signatures. In cases where the digital EU power of attorney is certified or authenticated, the certifying or authenticating authority shall use a qualified electronic signature or seal, including its specific attributes in accordance with Regulation (EU) No 910/2014.

Directive (EU) 2017/1132

Change 23

AddedArticle 2 – paragraph 1 – point 21, Article 16c – paragraph1 – subparagraph 3: Member States shall ensure that the digital EU power of attorney is authenticated in accordance with the assurance level ‘high’ by means of trust services referred to in Regulation (EU) No 910/2014, and compatible with the European Digital Identity Wallet referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council amending Regulation (EU) No 910/2014 as regards establishing a framework for a European Digital Identity].

AddedDirective (EU) 2017/1132

Article 2 – paragraph 1 – point 21, Article 16c – paragraph 1 – subparagraph 3 a (new): Member States shall ensure that any amendment and any revocation of the digital EU power of attorney is disclosed in the file referred to in Article 16(1) and in accordance with Article 16(2) and (3).

Change 24

ChangedDirectiv(EU)Directive (EU) 2017/1132

Change 25

AddedArticle 2 – paragraph 1 – point 21, Article 16c – paragraph 2: 2. The digital EU power of attorney disclosed in accordance with paragraph 1 shall be accepted as evidence of the authorised person’s entitlement to represent the company as specified in the document and as disclosed in the file referred to in Article 16(1).

AddedDirective (EU) 2017/1132

Article 2 – paragraph 1 – point 21, Article 16c – pararagrph 3: 3. Member States shall ensure that the companies referred to in paragraph 1 file the digital EU power of attorney, any amendment to it, and any revocation, with the register where the company is registered, within a maximum of five working days. That register shall thoroughly and comprehensively check the authenticity of the digital EU power of attorney by technical means in accordance with Regulation (EU) No 910/2014.

Directive (EU) 2017/1132

Change 26

AddedArticle 2 – paragraph 1 – point 21, Article 16c – paragraph 4: 4. Competent authorities, registers referred to in Article 16, or any other third party who can demonstrate legitimate interest, shall have access to the digital EU power of attorney in the register of the company. Any charge for accessing such document shall be proportionate to the actual cost for the register.

AddedDirective (EU) 2017/1132

Article 2 – paragraph 1 – point 21, Article 16c – paragraph 5: 5. The Commission shall publish the standard model of the digital EU power of attorney on the portal in all official languages of the Union. The digital EU power of attorney shall include provisions on: / (a) the type of representation, whether it is individual or joint, and, if it is joint, with whom the representation is shared; / (b) any restrictions on self-dealing or multiple representation; / (c) the scope of the digital EU power of attorney and information, including on the following: / (i) formation of companies; / (ii) changes to the articles of association of companies; / (iii) registration of branches; / (iv) cross-border conversions; / (v) cross-border mergers and divisions.

Directive (EU) 2017/1132

Change 27

ChangedArticle 2 – paragraph 1 – point 21, Article 16e – paragraph 4: 4. The requesting authority may decide not to accept the copies and extracts of documents and information only if their authenticity and accuracy is not confirmed by the register from which it requests information pursuant to paragraph 2. In such case, they shall notify those who submitted such documents and information of that decision within 5 working days of receiving the reply from the contact points.

Directive (EU) 2017/1132

Change 28

RemovedArticle 2 – paragraph 1 – point 32, Article 28a – paragraph 5a – subparagraph 1: Member States shall ensure that where a company listed in Annexes II or IIB registers a branch in another Member State, the register where the branch is being registered shall retrieve through the system of interconnection of registers the documents and information about the company relevant for the procedure of registration available in the register of the Member State where that company is registered, and the company shall not be requested to provide those. The register may also retrieve the EU Company Certificate under Article 16b. Member States shall also apply this paragraph to any other forms of registration of branches than fully online. Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They shall have the same legal effect as that provided by the register of the Member State where the company in question is registered.

AddedArticle 2 – paragraph 1 – point 23 a (new), Article 19 – paragraph 2 – point f a (new): (23a) In Article 19, paragraph 2, the following point is inserted: / (fa) the number of employees of the company, where this information is available in the company's financial statements as required by national law;

AddedDirective (EU) 2017/1132

AddedArticle 2 – paragraph 1 – point 29, Article 28 – paragraph 1 – introductory part: Member States shall provide for effective, proportionate and dissuasive penalties, including pecuniary penalties, at least in the case of:

AddedDirective (EU) 2017/1132

AddedArticle 2 – paragraph 1 – point 29, Article 28 – paragraph 2: Member States shall take all the measures necessary to ensure that those penalties are enforced. In determining their nature and appropriate level, due account shall be taken of the seriousness and duration of the infringement, of any previous infringements and of the company's turnover;

AddedDirective (EU) 2017/1132

AddedArticle 2 – paragraph 1 – point 30, Article 28a – paragraph 4 – point c: (c) verify the legality of the documents and information submitted for the registration of the branch, save the documents and information retrieved from the register of the company in accordance with paragraph 5a;

AddedDirective (EU) 2017/1132

AddedArticle 2 – paragraph 1 – point 32, Article 28a – paragraph 5a – subparagraph 1: Member States shall ensure that where a company listed in Annexes II or IIB registers a branch in another Member State, the register where the branch is being registered shall retrieve through the system of interconnection of registers the documents and information about the company relevant for the procedure of registration available in the register of the Member State where that company is registered, and the company shall not be requested to provide those. The register may also retrieve the EU Company Certificate under Article 16b. Member States shall also apply this paragraph to any other forms of registration of branches than fully online. Member States may nevertheless also use other means of communication, in parallel to using the system of interconnection of registers. Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They shall have the same legal value as that provided by the register of the Member State where the company in question is registered.