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16.6.2012 Official
Journal
of
the
European
Union L
156/1
I
(Legislative acts)
DIRECTIVES
DIRECTIVE 2012/17/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 13 June 2012
amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the
European Parliament and of the Council as regards the interconnection of central, commercial
and companies registers
(Text with EEA relevance)
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE
lishes the list of documents and particulars that
EUROPEAN UNION,
companies have to disclose in the register of their
branch. However, there is no legal obligation on the
registers to exchange data concerning foreign branches.
Having regard to the Treaty on the Functioning of the European
This leads to legal uncertainty for third parties as, despite
Union, and in particular Article 50 thereof,
the striking-off of the company from the register, its
branch may continue to operate.
Having regard to the proposal from the European Commission,
After transmission of the draft legislative act to the national
parliaments,
(3) Operations
such
as
cross-border
mergers
have
made
day-
to-day cooperation between business registers a necessity.
Directive 2005/56/EC of the European Parliament and of
Having regard to the opinion of the European Economic and
the Council of 26 October 2005 on cross-border
Social Committee (
mergers of limited liability companies (

1 ),

4 ) requires the
registers to cooperate across borders. There are,
however, no established channels of communication
Acting in accordance with the ordinary legislative procedure (
that could accelerate procedures, help overcome

2 ),
language problems, and enhance legal certainty.
Whereas:
(1) Businesses
are
increasingly
expanding
beyond
national (4) Directive
2009/101/EC
of
the
European
Parliament
and
borders, using the opportunities offered by the internal
of the Council of 16 September 2009 on coordination of
market. Cross-border groups, as well as many restruc
safeguards which, for the protection of the interests of
turing operations, such as mergers and divisions,
members and third parties, are required by Member
involve companies from different Member States.
States of companies within the meaning of the second
Consequently, there is an increasing demand for access
paragraph of Article 54 of the Treaty, with a view to
to information on companies in a cross-border context.
making such safeguards equivalent ( 5 ) ensures, inter alia,
However, official information on companies is not
that documents and particulars stored in the register can
always readily available on a cross-border basis.
be accessed by paper means or by electronic means.
However, citizens and companies still need to search
the register on a country-by-country basis, in particular
(2) Eleventh
Council
Directive
89/666/EEC
of
21
December
because the current voluntary cooperation between
1989 concerning disclosure requirements in respect of
registers has not proved to be sufficient.
branches opened in a Member State by certain types of
company governed by the law of another State ( 3 ) estab
( 4 ) OJ L 310, 25.11.2005, p. 1.
( 5 ) OJ L 258, 1.10.2009, p. 11.
( 1 ) OJ C 248, 25.8.2011, p. 118.
Editorial note: the title of Directive 2009/101/EC has been adjusted to
( 2 ) Position of the European Parliament of 14 February 2012 (not yet
take account of the renumbering of the articles of the Treaty estab
published in the Official Journal) and decision of the Council of
lishing the European Community, in accordance with Article 5 of
10 May 2012.
the Treaty of Lisbon; the original reference was to the second
( 3 ) OJ L 395, 30.12.1989, p. 36.
paragraph of Article 48 of the Treaty.

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L 156/2
EN
Official Journal of the European Union
16.6.2012
(5) The
Commission
Communication
on
the
Single
Market
not as a distinct entity possessing legal personality. On
Act identified the interconnection of central, commercial
the basis of unique identifiers, the platform should be
and companies registers as a measure required to create a
capable of distributing information from each of the
more business-friendly legal and fiscal environment. The
Member States’ registers to the competent registers of
interconnection should contribute to fostering the
other Member States in a standard message format (an
competitiveness of European business by reducing
electronic form of messages exchanged between
administrative burdens and increasing legal certainty and
information technology systems, such as, for example,
thus contributing to an exit from the global economic
xml) and in the relevant language version.
and financial crisis, which is one of the priorities of the
agenda Europe 2020. It should also improve cross-border
communication between registers by using innovations
(10) This
Directive
is
not
aimed
at
establishing
any
centralised
in information and communication technology.
registers database storing substantive information about
companies. At the stage of implementation of the system
of interconnection of central, commercial and companies
registers (‘the system of interconnection of registers’),
(6) The
Council
Conclusions
of
25
May
2010
on
the
inter
only the set of data necessary for the correct functioning
connection of business registers confirmed that
of the platform should be defined. The scope of those
improving access to up-to-date and trustworthy
data should include, in particular, operational data,
information on companies could encourage greater
dictionaries and glossaries. It should be determined
confidence in the market, help recovery, and increase
taking also into account the need to ensure the
the competitiveness of European business.
efficient operation of the system of interconnection of
registers. Those data should be used for the purpose of
enabling the platform to perform its functions and
should never be made publicly available in a direct
(7) The
European
Parliament
in
its
resolution
of
7
September
form. Moreover, the platform should modify neither
2010 on the interconnection of business registers ( 1 )
the content of the data on companies stored in
emphasised that the usefulness of the project for the
domestic registers nor the information about companies
further integration of the European Economic Area can
transmitted through the system of interconnection of
only be exploited if all Member States take part in
registers.
the network.
(11) Since the objective of this Directive is not to harmonise
national systems of central, commercial and companies
(8) The
Multi-annual
European
e-Justice
action
plan
2009-
registers, there is no obligation on the Member States to
2013 ( 2 ) provides for the development of a European e-
change their internal systems of registers, in particular as
Justice portal (‘the portal’) as the single European elec
regards the management and storage of data, fees, and
tronic access point for legal information, judicial and
the use and disclosure of information for national
administrative institutions, registers, databases and other
purposes.
services and considers the interconnection of central,
commercial and companies registers to be important.
(12) Within
the
framework
of
this
Directive,
the
portal
will
deal, through the use of the platform, with queries
(9) Cross-border
access
to
business
information
on
submitted by individual users concerning the information
companies and their branches opened in other Member
on companies and their branches opened in other
States can only be improved if all Member States engage
Member States which is stored in the domestic registers.
in enabling electronic communication to take place
That will enable the search results to be presented on the
between registers and transmitting information to indi
portal, including the explanatory labels in all the official
vidual users in a standardised way, by means of identical
languages of the Union, listing the information provided.
content and interoperable technologies, throughout the
In addition, in order to improve the protection of third
Union. This interoperability of registers should be
parties in other Member States, basic information on the
ensured by the registers of Member States (‘domestic
legal value of documents and particulars disclosed
registers’) providing services, which should constitute
pursuant to the laws of Member States adopted in
interfaces to the European central platform (‘the plat
accordance with Directive 2009/101/EC should be
form’). The platform should be a centralised set of
available on the portal.
information technology tools integrating services and
should form a common interface. That interface should
be used by all domestic registers. The platform should
(13) Member
States
should
be
able
to
establish
one
or
more
also provide services constituting an interface to the
optional access points, which may have an impact on the
portal serving as the European electronic access point,
use and operation of the platform. Therefore, the
and to the optional access points established by
Commission should be notified of their establishment
Member States. The platform should be conceived only
and of any significant changes to their operation, in
as an instrument for the interconnection of registers and
particular of their closure. Such notification should not
in any way restrict the powers of Member States as to
( 1 ) OJ C 308 E, 20.10.2011, p. 1.
the establishment and operation of the optional
( 2 ) OJ C 75, 31.3.2009, p. 1.
access points.

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EN
16.6.2012 Official
Journal
of
the
European
Union L
156/3
(14) Companies
and
their
branches
opened
in
other
Member
in accordance with Council Regulation (EC, Euratom)
States should have a unique identifier allowing them to
No 1605/2002 of 25 June 2002 on the Financial Regu
be unequivocally identified within the Union. The
lation applicable to the general budget of the European
identifier is intended to be used for communication
Communities ( 1 ). An appropriate degree of Member
between registers through the system of interconnection
States’ involvement in this process should be ensured
of registers. Therefore, companies and branches should
by establishing the technical specifications for the
not be obliged to include the unique identifier in the
purpose of the public procurement procedure by means
company letters or order forms mentioned in
of implementing acts adopted in accordance with the
Directives 89/666/EEC and 2009/101/EC. They should
examination procedure referred to in Article 5 of Regu
continue to use their domestic registration number for
lation (EU) No 182/2011 of the European Parliament
their own communication purposes.
and of the Council of 16 February 2011 laying down
the rules and general principles concerning mechanisms
for control by Member States of the Commission’s
(15) It
should
be
made
possible
to
establish
a
clear
connection
exercise of implementing powers ( 2 ).
between the register of a company and the registers of its
branches opened in other Member States, consisting in
the exchange of information on the opening and
(20) Should
the
Commission
decide
to
operate
the
platform
termination of any winding-up or insolvency proceedings
through a third party, the continuity of the provision of
of the company and on the striking-off of the company
services by the system of interconnection of registers and
from the register, if this entails legal consequences in the
a proper public supervision of the functioning of the
Member State of the register of the company. While
platform should be ensured. Detailed rules on the oper
Member States should be able to decide on the
ational management of the platform should be adopted
procedures they follow with respect to the branches
by means of implementing acts adopted in accordance
registered in their territory, they should ensure, at least,
with the examination procedure referred to in Article 5
that the branches of a dissolved company are struck off
of Regulation (EU) No 182/2011. In any case, the
the register without undue delay and, if applicable, after
involvement of Member States in the functioning of
liquidation proceedings of the branch concerned. This
the whole system should be ensured by means of a
obligation should not apply to branches of companies
regular dialogue between the Commission and the repre
that have been struck off the register but which have a
sentatives of Member States on the issues concerning the
legal successor, such as in the case of any change in the
operation of the system of interconnection of registers
legal form of the company, a merger or division, or a
and its future development.
cross-border transfer of its registered office.
(21) The interconnection of central, commercial and
(16) This
Directive
should
not
apply
to
a
branch
opened
in
a
companies registers necessitates the coordination of
Member State by a company which is not governed by
national systems having varying technical characteristics.
the law of a Member State, as provided for in Article 7 of
This entails the adoption of technical measures and spec
Directive 89/666/EEC.
ifications which need to take account of differences
between registers. In order to ensure uniform conditions
for the implementation of this Directive, implementing
(17) Directive
2005/56/EC
should
be
amended
in
order
to
powers should be conferred on the Commission to tackle
ensure that communication between registers is carried
these technical and operational issues. Those powers
out through the system of interconnection of registers.
should be exercised in accordance with the examination
procedure referred to in Article 5 of Regulation (EU)
No 182/2011.
(18) Member States should ensure that, in the event of any
changes to information entered in the registers
concerning companies, the information is updated
(22) This
Directive
should
not
limit
the
right
of
Members
without undue delay. The update should be disclosed,
States to charge fees for obtaining information on
normally, within 21 days from receipt of the complete
companies through the system of interconnection of
documentation regarding those changes, including the
registers, if such fees are required under national law.
legality check in accordance with national law. That
Therefore, technical measures and specifications for the
time limit should be interpreted as requiring Member
system of interconnection of registers should allow for
States to make reasonable efforts to meet the deadline
the establishment of payment modalities. In this respect,
laid down in this Directive. It should not be applicable as
this Directive should not prejudge any specific technical
regards the accounting documents which companies are
solution as the payment modalities should be determined
obliged to submit for each financial year. This exclusion
at the stage of adoption of the implementing acts, taking
is justified by the overload on the domestic registers
into account widely available online payment facilities.
during reporting periods. In accordance with general
legal principles common to all Member States, the time
limit of 21 days should be suspended in cases of force
(23) It could be desirable for third countries to be able, in the
majeure.
future, to participate in the system of interconnection of
registers.
(19) Should
the
Commission
decide
to
develop
and/or
operate
( 1 ) OJ L 248, 16.9.2002, p. 1.
the platform through a third party, this should be done
( 2 ) OJ L 55, 28.2.2011, p. 13.

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L 156/4
EN
Official Journal of the European Union
16.6.2012
(24) An equitable
solution regarding the funding of the
system of interconnection of registers should be sufficient
system of interconnection of registers entails partici
to enable Member States to accomplish the legal and
pation both by the Union and by its Member States in
technical adaptations needed in order to make that
the financing of that system. The Member States should
system fully operational within a reasonable time-frame.
bear the financial burden of adjusting their domestic
registers to that system, while the central elements —
the platform and the portal serving as the European elec
(27) In
accordance
with
the
Joint
Political
Declaration
of
tronic access point — should be funded from an appro
Member States and the Commission of 28 September
priate budget line in the general budget of the Union. In
2011 on explanatory documents ( 3 ), Member States
order to supplement non-essential elements of this
have undertaken to accompany, in justified cases, the
Directive, the power to adopt acts in accordance with
notification of their transposition measures with one or
Article 290 of the Treaty on the Functioning of the
more documents explaining the relationship between the
European Union should be delegated to the Commission
components of a directive and the corresponding parts of
in respect of the charging of fees for obtaining company
national transposition instruments. With regard to this
information. This does not affect the possibility for the
Directive, the legislator considers the transmission of
domestic registers to charge fees, but it may involve an
such documents to be justified.
additional fee in order to co-finance the maintenance and
functioning of the platform. It is of particular importance
(28) This
Directive
respects
fundamental
rights
and
observes
that the Commission carry out appropriate consultations
the principles enshrined in the Charter of Fundamental
during its preparatory work, including at expert level.
Rights of the European Union, in particular Article 8
The Commission, when preparing and drawing up
thereof, which states that everyone has the right to the
delegated acts, should ensure a simultaneous, timely
protection of personal data concerning him or her.
and appropriate transmission of relevant documents to
the European Parliament and to the Council.
(29) Since
the
objectives
of
this
Directive,
namely
improving
cross-border access to business information, ensuring
that up-to-date information is stored in the register of
(25) Directive
95/46/EC
of
the
European
Parliament
and
of
branches and establishing clear channels of communi
the Council of 24 October 1995 on the protection of
cation between registers in cross-border registration
individuals with regard to the processing of personal data
procedures, cannot be sufficiently achieved by the
and on the free movement of such data ( 1 ) and Regu
Member States and can therefore, by reason of their
lation (EC) No 45/2001 of the European Parliament and
scale and effects, be better achieved at Union level, the
of the Council of 18 December 2000 on the protection
Union may adopt measures in accordance with the
of individuals with regard to the processing of personal
principle of subsidiarity as set out in Article 5 of the
data by the Community institutions and bodies and on
Treaty on European Union. In accordance with the
the free movement of such data ( 2 ) govern the processing
principle of proportionality, as set out in that Article,
of personal data, including the electronic transmission of
this Directive does not go beyond what is necessary in
personal data within the Member States. Any processing
order to achieve those objectives.
of personal data by the registers of Member States, by the
Commission and, if applicable, by any third party
involved in operating the platform should take place in
(30) Directives
89/666/EEC,
2005/56/EC
and
2009/101/EC
compliance with those acts. The implementing acts to be
should therefore be amended accordingly.
adopted in relation to the system of interconnection of
registers should, where appropriate, ensure such
(31) The
European
Data
Protection
Supervisor
was
consulted
compliance, in particular by establishing the relevant
in accordance with Article 28(2) of Regulation (EC) No
tasks and responsibilities of all the participants
45/2001 and delivered an opinion on 6 May 2011 ( 4 ),
concerned and the organisational and technical rules
applicable to them.
HAVE ADOPTED THIS DIRECTIVE:
(26) The system of interconnection of registers requires the
Article 1
Member States to make necessary adaptations consisting,
Amendments to Directive 89/666/EEC
in particular, in the development of an interface linking
each register to the platform in order for that system to
Directive 89/666/EEC is hereby amended as follows:
become operational. Therefore, this Directive should
provide for a deferred time limit for the transposition
and application by the Member States of the provisions
(1) In Article 1, the following paragraphs are added:
regarding the technical operation of that system. This
time limit should follow the adoption by the
‘3. The documents and particulars referred to in
Commission of all the implementing acts concerning
Article 2(1) shall be made publicly available through the
the technical measures and specifications for the system
system of interconnection of central, commercial and
of interconnection of registers. The time limit for the
companies registers established in accordance with
transposition and application of the provisions of the
Article 4a(2) of Directive 2009/101/EC of the European
Directive regarding the technical operation of the
Parliament and of the Council of 16 September 2009 on
( 1 ) OJ L 281, 23.11.1995, p. 31.
( 3 ) OJ C 369, 17.12.2011, p. 14.
( 2 ) OJ L 8, 12.1.2001, p. 1.
( 4 ) OJ C 220, 26.7.2011, p. 1.

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EN
16.6.2012 Official
Journal
of
the
European
Union L
156/5
coordination of safeguards which, for the protection of the
(3) The following Section is inserted:
interests of members and third parties, are required by
Member States of companies within the meaning of the
second paragraph of Article 54 of the Treaty, with a view
‘SECTION IIIA
to making such safeguards equivalent (*) (“the system of
DATA PROTECTION
interconnection of registers”). Article 3b and Article 3c(1)
of that Directive shall apply mutatis mutandis.
Article 11a
The processing of personal data carried out in the context
4. Member
States
shall
ensure
that
branches
have
a
of this Directive shall be subject to Directive 95/46/EC of
unique identifier allowing them to be unequivocally
the European Parliament and of the Council of 24 October
identified in communication between registers through the
1995 on the protection of individuals with regard to the
system of interconnection of registers. That unique identifier
processing of personal data and on the free movement of
shall comprise, at least, elements making it possible to
such data (*).
identify the Member State of the register, the domestic
register of origin and the branch number in that register,
___________
and, where appropriate, features to avoid identification
errors.
(*) OJ L 281, 23.11.1995, p. 31.’.
___________
Article 2
(*) OJ L 258, 1.10.2009, p. 11.
Editorial note: the title of Directive 2009/101/EC has
Amendments to Directive 2005/56/EC
been adjusted to take account of the renumbering of
the articles of the Treaty establishing the European
Directive 2005/56/EC is hereby amended as follows:
Community, in accordance with Article 5 of the
Treaty of Lisbon; the original reference was to the
(1) Article 13 is replaced by the following:
second paragraph of Article 48 of the Treaty.’.
‘Article 13
(2) The following Article is inserted:
Registration
The law of each of the Member States to whose jurisdiction
the merging companies were subject shall determine, with
‘Article 5a
respect to the territory of that State, the arrangements, in
1. The
register
of
the
company
shall,
through
the
system
accordance with Article 3 of Directive 2009/101/EC of the
of interconnection of registers, make available, without
European Parliament and of the Council of 16 September
delay, the information on the opening and termination of
2009 on coordination of safeguards which, for the
any winding-up or insolvency proceedings of the company
protection of the interests of members and third parties,
and on the striking-off of the company from the register, if
are required by Member States of companies within the
this entails legal consequences in the Member State of the
meaning of the second paragraph of Article 54 of the
register of the company.
Treaty, with a view to making such safeguards equivalent (*),
for publicising the completion of the cross-border merger in
the public register in which each of the companies is
2. The
register
of
the
branch
shall,
through
the
system
of
required to file documents.
interconnection of registers, ensure the receipt, without
delay, of the information referred to in paragraph 1.
The registry for the registration of the company resulting
from the cross-border merger shall notify, through the
3. The
exchange
of
information
referred
to
in
paragraphs
system of interconnection of central, commercial and
1 and 2 shall be free of charge for the registers.
companies registers established in accordance with
Article 4a(2) of Directive 2009/101/EC and without delay,
the registry in which each of the companies was required to
4. Member
States
shall
determine
the
procedure
to
be
file documents that the cross-border merger has taken
followed upon receipt of the information referred to in
effect. Deletion of the old registration, if applicable, shall
paragraphs 1 and 2. Such procedure shall ensure that,
be effected on receipt of that notification, but not before.
where a company has been dissolved or otherwise struck
off the register, its branches are likewise struck off
the register without undue delay.
___________
(*) OJ L 258, 1.10.2009, p. 11.
Editorial note: the title of Directive 2009/101/EC has
5. The
second
sentence
of
paragraph
4
shall
not
apply
to
been adjusted to take account of the renumbering of
branches of companies that have been struck off the register
the articles of the Treaty establishing the European
as a consequence of any change in the legal form of the
Community, in accordance with Article 5 of the
company concerned, a merger or division, or a cross-border
Treaty of Lisbon; the original reference was to the
transfer of its registered office.’.
second paragraph of Article 48 of the Treaty.’.

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L 156/6
EN
Official Journal of the European Union
16.6.2012
(2) The following Article is inserted:
3. The
Commission
shall
publish
that
information
on
the
portal in all the official languages of the Union.
‘Article 17a
Article 3b
Data protection
1. Electronic
copies
of
the
documents
and
particulars
The processing of personal data carried out in the context
referred to in Article 2 shall also be made publicly
of this Directive shall be subject to Directive 95/46/EC of
available through the system of interconnection of registers.
the European Parliament and of the Council of 24 October
1995 on the protection of individuals with regard to the
processing of personal data and on the free movement of
2. Member States shall ensure that the documents and
such data (*).
particulars referred to in Article 2 are available through the
system of interconnection of registers in a standard message
___________
format and accessible by electronic means. Member States
shall also ensure that minimum standards for the security of
(*) OJ L 281, 23.11.1995, p. 31.’.
data transmission are respected.
3. The
Commission
shall
provide
a
search
service
in
all
Article 3
the official languages of the Union in respect of companies
Amendments to Directive 2009/101/EC
registered in the Member States, in order to make available
through the portal:
Directive 2009/101/EC is hereby amended as follows:
(a) the documents and particulars referred to in Article 2;
(1) The following Article is inserted:
(b) the explanatory labels, available in all the official
‘Article 2a
languages of the Union, listing those particulars and
1. Member
States
shall
take
the
measures
required
to
the types of those documents.
ensure that any changes in the documents and particulars
referred to in Article 2 are entered in the competent register
Article 3c
referred to in the first subparagraph of Article 3(1) and are
1. The
fees
charged
for
obtaining
the
documents
and
disclosed, in accordance with Article 3(3) and (5), normally
particulars referred to in Article 2 through the system of
within 21 days from receipt of the complete documentation
interconnection of registers shall not exceed the adminis
regarding those changes including, if applicable, the legality
trative costs thereof.
check as required under national law for entry in the file.
2. Member
States
shall
ensure
that
the
following
2. Paragraph
1
shall
not
apply
to
the
accounting
particulars are available free of charge through the system
documents referred to in Article 2(f).’.
of interconnection of registers:
(2) In Article 3(1), the following subparagraph is added:
(a) the name and legal form of the company;
‘Member States shall ensure that companies have a unique
identifier allowing them to be unequivocally identified in
(b) the registered office of the company and the Member
communication between registers through the system of
State where it is registered; and
interconnection of central, commercial and companies
registers established in accordance with Article 4a(2) (“the
(c) the registration number of the company.
system of interconnection of registers”). That unique
identifier shall comprise, at least, elements making it
In addition to those particulars, Member States may choose
possible to identify the Member State of the register,
to make further documents and particulars available free of
the domestic register of origin and the company number
charge.
in that register and, where appropriate, features to avoid
identification errors.’.
Article 3d
(3) The following Articles are inserted:
1. The register of the company shall, through the system
of interconnection of registers, make available, without
delay, the information on the opening and termination of
‘Article 3a
any winding-up or insolvency proceedings of the company
1. Member States shall ensure that up-to-date
and on the striking-off of the company from the register, if
information is made available explaining the provisions of
this entails legal consequences in the Member State of the
national law according to which third parties can rely on
register of the company.
particulars and each type of document referred to in
Article 2, in accordance with Article 3(5), (6) and (7).
2. The register of the branch shall, through the system of
interconnection of registers, ensure receipt, without delay, of
2. Member
States
shall
provide
the
information
required
the information referred to in paragraph 1.
for publication on the European e-Justice portal (“the
portal”) in accordance with the portal’s rules and technical
3. The
exchange
of
information
referred
to
in
paragraphs
requirements.
1 and 2 shall be free of charge for the registers.’.

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EN
16.6.2012 Official
Journal
of
the
European
Union L
156/7
(4) The following Articles are inserted:
— the supervision of the functioning of the platform,
‘Article 4a
— the security and protection of data distributed and
1. A
European
central
platform
(“the
platform”)
shall
be
exchanged using the platform,
established.
— the coordination of relations between Member States’
2. The
system
of
interconnection
of
registers
shall
be
registers and the third party.
composed of:
The supervision of the functioning of the platform shall be
— the registers of Member States,
carried out by the Commission.
— the platform,
4. The
implementing
acts
referred
to
in
paragraphs
2
and
3 shall be adopted in accordance with the examination
— the portal serving as the European electronic access
procedure referred to in Article 4e(2).
point.
3. The
Member
States
shall
ensure
the
interoperability
of
Article 4c
their registers within the system of interconnection of
By means of implementing acts, the Commission shall
registers via the platform.
adopt the following:
4. Member
States
may
establish
optional
access
points
to
the system of interconnection of registers. They shall notify
(a) the technical specification defining the methods of
the Commission without undue delay of the establishment
communication by electronic means for the purpose
of such access points and of any significant changes to their
of the system of interconnection of registers;
operation.
(b) the technical specification of the communication
5. Access
to
information
from
the
system
of
intercon
protocols;
nection of registers shall be ensured through the portal and
through the optional access points established by the
(c) the technical measures ensuring the minimum
Member States.
information technology security standards for
communication and distribution of information
6. The establishment of the system of interconnection of
within the system of interconnection of registers;
registers shall not affect existing bilateral agreements
concluded between Member States concerning the
exchange of information on companies.
(d) the technical specification defining the methods of
exchange of information between the register of the
Article 4b
company and the register of the branch as referred to
in Article 3d of this Directive and in Article 5a of
1. The
Commission
shall
decide
to
develop
and/or
Eleventh Council Directive 89/666/EEC of 21 December
operate the platform either by its own means or through
1989 concerning disclosure requirements in respect of
a third party.
branches opened in a Member State by certain types of
company governed by the law of another State (**);
Should the Commission decide to develop and/or operate
the platform through a third party, the choice of the third
(e) the detailed list of data to be transmitted for the
party and the enforcement by the Commission of the
purpose of exchange of information between registers,
agreement concluded with that third party shall be done
as referred to in Article 3d of this Directive, in
in accordance with Council Regulation (EC, Euratom) No
Article 5a of Directive 89/666/EEC, and in Article 13
1605/2002 of 25 June 2002 on the Financial Regulation
of Directive 2005/56/EC of the European Parliament
applicable to the general budget of the European Commu
and of the Council of 26 October 2005 on cross-
nities (*).
border mergers of limited liability companies (***);
2. Should
the
Commission
decide
to
develop
the
(f) the technical specification defining the structure of the
platform through a third party, it shall, by means of imple
standard message format for the purpose of the
menting acts, establish the technical specifications for the
exchange of information between the registers, the
purpose of the public procurement procedure and the
platform and the portal;
duration of the agreement to be concluded with that third
party.
(g) the technical specification defining the set of the data
3. Should
the
Commission decide
to
operate
the
necessary for the platform to perform its functions as
platform through a third party, it shall, by means of imple
well as the method of storage, use and protection of
menting acts, adopt detailed rules on the operational
such data;
management of the platform.
(h) the technical specification defining the structure and
The operational management of the platform shall include,
use of the unique identifier for communication
in particular:
between registers;

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L 156/8
EN
Official Journal of the European Union
16.6.2012
(i) the specification defining the technical methods of
Article 4e
operation of the system of interconnection of
registers as regards the distribution and exchange of
1. The
Commission
shall
be
assisted
by
a
committee.
information, and the specification defining the
That committee shall be a committee within the meaning
information technology services, provided by the
of Regulation (EU) No 182/2011 of the European
platform, ensuring the delivery of messages in the
Parliament and of the Council of 16 February 2011
relevant language version;
laying down the rules and general principles concerning
mechanisms for control by Member States of the Commis
sion’s exercise of implementing powers (****).
(j) the harmonised criteria for the search service provided
by the portal;
2. Where
reference
is
made
to
this
paragraph,
Article
5
(k) the payment modalities, taking into account available
of Regulation (EU) No 182/2011 shall apply.
payment facilities such as online payments;
___________
(l) the details of the explanatory labels listing the
(*) OJ L 248, 16.9.2002, p. 1.
particulars and the types of documents referred to in
(**) OJ L 395, 30.12.1989, p. 36.
Article 2;
(***) OJ L 310, 25.11.2005, p. 1.
(****) OJ L 55, 28.2.2011, p. 13.’.
(m) the technical conditions of availability of services
provided by the system of interconnection of registers;
(5) The following Article is inserted:
(n) the procedure and technical requirements for the
connection of the optional access points to the
‘Article 7a
platform.
The processing of personal data carried out in the context
Those implementing acts shall be adopted in accordance
of this Directive shall be subject to Directive 95/46/EC of
with the examination procedure referred to in Article 4e(2).
the European Parliament and of the Council of 24 October
1995 on the protection of individuals with regard to the
processing of personal data and on the free movement of
The Commission shall adopt those implementing acts by
such data (*).
7 July 2015.
Article 4d
___________
(*) OJ L 281, 23.11.1995, p. 31.’.
1. The
establishment
and
future
development
of
the
platform and the adjustments to the portal resulting from
this Directive shall be financed from the general budget of
the Union.
(6) The following Chapter is inserted:
2. The
maintenance
and
functioning
of
the
platform
‘CHAPTER 4A
shall be financed from the general budget of the Union
and may be co-financed by fees for access to the system
DELEGATED ACTS
of interconnection of registers charged to its individual
Article 13a
users. Nothing in this paragraph shall affect fees at the
national level.
1. The
power
to
adopt
delegated
acts
is
conferred
on
the
Commission subject to the conditions laid down in this
Article.
3. By
means
of
delegated
acts
and
in
accordance
with
Article 13a, the Commission may adopt rules on whether to
co-finance the platform by charging fees, and, in that case,
2. The
power
to
adopt
delegated
acts
referred
to
in
the amount of the fees charged to individual users in
Article 4d(3) shall be conferred on the Commission for
accordance with paragraph 2.
an indeterminate period of time.
4. Any
fees
imposed
in
accordance
with
paragraph
2
3. The
delegation
of
power
referred
to
in
Article
4d(3)
shall be without prejudice to the fees, if any, charged by
may be revoked at any time by the European Parliament or
Member States for obtaining documents and particulars as
by the Council. A decision to revoke shall put an end to the
referred to in Article 3c(1).
delegation of the power specified in that decision. It shall
take effect the day following the publication of the decision
5. Any
fees
imposed
in
accordance
with
paragraph
2
in the Official Journal of the European Union or at a later date
shall not be charged for obtaining the particulars referred
specified therein. It shall not affect the validity of any
to in points (a), (b) and (c) of Article 3c(2).
delegated acts already in force.
6. Each
Member
State
shall
bear
the
costs
of
adjusting
its
4. As
soon
as
it
adopts
a
delegated
act,
the
Commission
domestic registers, as well as their maintenance and func
shall notify it simultaneously to the European Parliament
tioning costs resulting from this Directive.
and to the Council.

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EN
16.6.2012 Official
Journal
of
the
European
Union L
156/9
5. A
delegated
act
adopted
pursuant
to
Article
4d(3)
— Article 3(1), second subparagraph, Article 3b, Article 3c,
shall enter into force only if no objection has been
Article 3d and Article 4a(3) to (5) of Directive
expressed either by the European Parliament or the
2009/101/EC.
Council within a period of three months of notification of
that act to the European Parliament and the Council or if,
Upon the adoption of those implementing acts, the
before the expiry of that period, the European Parliament
Commission shall publish in the Official Journal of the European
and the Council have both informed the Commission that
Union the final date for application of the provisions referred to
they will not object. That period shall be extended by three
in this paragraph.
months at the initiative of the European Parliament or of
the Council.’.
3. When
Member
States
adopt
the
measures
referred
to
in
Article 4
paragraph 1, they shall contain a reference to this Directive or
shall be accompanied by such reference on the occasion of their
Report and regular dialogue
official publication. The methods of making such reference shall
1. The Commission shall, not later than five years after the
be laid down by Member States.
final date for application of the provisions referred to in
Article 5(2), publish a report concerning the functioning of
4. Member
States
shall
communicate
to
the
Commission
the
the system of interconnection of registers, in particular
text of the main provisions of national law which they adopt in
examining its technical operation and its financial aspects.
the field covered by this Directive.
2. That
report
shall
be
accompanied,
if
appropriate,
by
Article 6
proposals for amending this Directive.
Entry into force
3. The
Commission
and
the
representatives
of
the
Member
States shall regularly convene to discuss the matters covered by
This Directive shall enter into force on the twentieth day
this Directive in any appropriate forum.
following that of its publication in the Official Journal of the
European Union.
Article 5
Article 7
Transposition
Addressees
1. Member
States
shall
adopt,
publish
and
apply
the
laws,
regulations and administrative provisions necessary to comply
This Directive is addressed to the Member States.
with this Directive by 7 July 2014.
2. Notwithstanding
paragraph
1,
Member
States
shall,
not
later than two years after the adoption of the implementing
Done at Strasbourg, 13 June 2012.
acts referred to in Article 4c of Directive 2009/101/EC,
adopt, publish and apply the provisions necessary to comply
with:
For the European Parliament
For the Council
— Article 1(3) and (4) and Article 5a of Directive 89/666/EEC,
The President
The President
— Article 13 of Directive 2005/56/EC,
M. SCHULZ
N. WAMMEN

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