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Business Registers Interconnection System (BRIS) Magda Talaban – European Commission ECRF Conference Bucharest 13 June 2013
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Business Registers
Interconnection System (BRIS)
Magda Talaban – European CommissionECRF Conference Bucharest
13 June 2013
Directive 2012/17/EU
BRIS overview
Business registers survey
Roadmap and on-going work
Challenges
2
Outline
Directive 2012/17/EU
3
Need to improve transparency and access to company information at EU level
Need to provide updated reliable information on companies and their foreign branches
Facilitate cross-border communication between business registers
Increase legal certainty and confidence
in the internal market
4
Background
Amendments to three company law directives
- Directive 89/666/EEC
- Directive 2005/56/EC
- Directive 2009/101/EC
New provisions – establishment of the business registers interconnection system (BRIS)
Obligations and tasks both for MS and COM
5
Directive 2012/17/EU
6
* Cf. Art 5 (2) (2) after the adoption of implementing acts, COM will publish the final date for application of remaining provisions
By 7 July 2014 Transposition (I)
By 7 July 2015 Adoption of technical specifications for BRIS (implementing acts)
No later than 2 years after adoption of implementing acts *
Transposition (II)
Post-transposition / System LIVE Application of Directive
Phased implementation
BRIS overview
7
Business Registers Interconnection System (BRIS)
E-Justice Portal
Citizens Other companiesAdministrations
MS BR E
MS BR C
Search
PlatformEU Central Platform MS BR D
cross-border merger
notification
MS BR A
Cross-border Mergers
MS BR B
Foreign branch disclosure
Following notification from BR B,
BRs D and E strike-off the branches
Information on companies and branches Following notification from BR A, BR C strikes off merging
company
notification on company winding-up/insolvency and
striking-off
BRIS = MS Business Registers, the Platform and the Portal
1
3
2
Business registers survey
9
10
Purpose Identify state of play: Understand and learn how
the business domain is managed by MS BRs Identify gaps between current situation and
requirements in the Directive Replies: 27 (out of 30)
Business Registers survey
11
Business registers covered by the Directive
• 18 (67%) MS have only one central BR.
• 7 MS have one central BR plus other regional or local registers (the ones with regional registers have no local registers and vice-versa)
• 2 MS do not have a central register but have regional and/or local registers, and they are interconnected.
It seems feasible to access all BRs through one single point of access as all MS BRs are somehow interconnected at central level.
Functional observation
12
23 MS state that they keep information on other types of entities in addition to Limited Liability Companies.
The additional types of entities are mainly the following ones:
Types of entities covered by business registers
Limited Liability Companies, as defined in the Directive are currently being registered by all MS BRs.
Directive Compliance
13
Documents and particulars disclosed by business registers
19 (70%) MS disclose a rich range of other documents and information beyond those required by Directive 2009/101/EC.
Some of the documents and particulars specified by the MS (some of them common to a reduced number of MS) are the following ones:
All MS publish the whole set of documents and particulars specified by the Directive.
Directive Compliance
14
Company Unique Identifier
Currently very few MS use Unique IDs for companies which is similar to the structure specified in the Directive.
Directive Compliance
• Less than half of the MS use Unique Identifiers for registering companies, different from the Registration Number.
• For most of those using UIDs, the structure of the ID does not conform the one described by the Directive. 2 MS state to be conformant with the Directive's mandated structure.
• Those MS BRs with UIDs rarely use their UID for cross-border operations.
!
15
• The majority of the registers that have a company-UID use it for national inter-operations, mainly for communication with their Tax Agencies.
• Few registers (only 4) use their nationally-defined company UID for cross-border operations, mainly in the context of current projects and pilots with other MS .
Company Unique Identifier
(*) One MS states having a UID but does not provide information on its use.
16
Branch Registration
• Most MS BRs register branches (only 2 do not).
• Amongst the 25 MS that register branches, only 1 MS links the branch with its parent company through its identifier.
Currently most MS state that their BRs register the branches of foreign companies.,Most MS do not link the branch to the company through the branch identifier.
Directive Compliance
!
17
Branch Unique Identifier
• Only 3 MS out of 25 structure the branch ID as specified in the Directive
• 6 countries state to use it for internal communication with other authorities, and 11 for cross-border operations
Very few MS declare to use branch-UIDs conformant with the Directive-defined structure.
Directive Compliance
!
18
Fees for disclosure of information and particulars on companies (Art. 2 of Dir. 2009/101)
BRIS will have to propose a flexible payment solution.
Functional observation
• The majority of MS charge for most of the information on companies.
• 5 MS offer the information on companies 100% free.
• Other 4 MS offer most information for free.
!
19
Fees for disclosure of information and particulars on branches (Art. 2 of Dir. 89/666/EEC)
BRIS will have to propose a flexible payment solution.
Functional observation
• The majority of MS charge for most of the information on branches.
• 5 MS offer 100% of the information on branches for free.
• Other 4 MS offer almost all documents for free.
!
20
• There is more free information on branches than on companies.• Companies accounting (Art 2f) and branches accounting (Art. 2.1h) information is not free for most countries.
Comparing free information about companies and branches
21
Search criteria and mechanisms
• All MS BR offer the Company's Name and Registration Number as search criteria.
• Almost half of the MS BRs also offer Person Name, Legal Form and Region as search criteria.
A harmonised set of common search criteria and mechanisms seems feasible.
Functional observation
Roadmap and on-going work
22
23
Development
Testing
Roll-out
Operation & Maintenance …
MS User Support & dissemination…
Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
2013 2014 2015 2016 2017
Timeline
t0 tf
Implementing Act Adoption
March 2016October 2014
Top
->d
ow
n re
ad
ing
technical road map: global overview
Pilots
Q2Q1
March 2017December 2013
Planning & Analysis
Strategic Decisions
24Timeline
Practices Survey
User Requirements Capturing
Team organisation, Road Map, Project Scheduling & Management tasks, …
Strategic Decisions
Survey conclusions:high level analysis
Operation & IT ServicesArt. 4c(i)
Use Cases
Art. 4c(i)
April 2013December 2012
Planning and Analysis
Top
->d
ow
n re
ad
ing
technical road map: planning & analysis overview
Business Practices Survey
Technical Practices Survey
December 2013
Questionnaire Interviews Meetings
Identification and description of Business Requirements
25
Top
->d
ow
n re
ad
ing
Operation & IT ServicesArt. 4c(i)
Use CasesArt. 4c(i)
Identification and depiction of BUSINESS
PROCESSES
Identification and depiction of
COLLABORATIONS AMONGST
STAKEHOLDERS
Identification and depiction of
EXCHANGED MESSAGES & DOCUMENTS
Identification and listing of BUSINESS RULES
Identification, depiction and description of the PLATFORM & PORTAL SERVICES
PLATFORM SERVICES AND USE CASES
PORTAL SERVICES AND USE CASES
• High Level Collaboration DIAGRAMS • DIAGRAMS & Use Case Tables (Narrative description of the Case, Actors, System pre-
conditions and post-conditions, etc.)• Narrative contextualisation and comments on the analysis
technical road map: practices survey conclusions
Survey conclusions: high level analysis
Practices Survey
Business Practices Survey
Technical Practices Survey
Deliverables: Practices SurveyVision Document
• Best practices on Business Registers interconnection, payment modes, etc. • Best practices on information exchange architectures, payment facilities, standard
communication and protocols, access and security, etc.
December 2012 December 2013
Selection of STANDARDS for
MESSAGE STRUCTURING &
EXCHANGING
Planning and Analysis
April 2013
26
Top
->d
ow
n re
ad
ing
Timeline
Strategic Decisions
Implementing Act Adoption(incl. adoption by COM)
Development
Meetings, discussions, document revision
Portal Interface, Search Engine & Content DeliveryArt. 4c (c), (j), (l)
Payment modalitiesArt. 4c(k)
Technical Specifications
technical road map: technical specifications overview
Planning and Analysis
April 2014
Proofs of conceptTechnology Selection
Implementing Act elaboration
Communication Methods + Protocols
Art. 4c(a), (b)
Access and Security Model
Art. 4c(c)
Information Exchange Model
Art. 4c(d),(e),(f)
Operational, Storage & Management
ModelArt. 4c(g)
BRIS' SLAArt. 4c(m)
MS BRs Interoperability (interconnection system)Art. 4c(i)
MS' Access Points Integration ModelArt. 4c(n)
Unique Identifier Art. 4(h)
October 2014October 2013
Decision concerning the System Supplier
Challenges
27
Basic principles
Do not reinvent the wheel Identify and assess the existing knowledge, projects, solutions…
Re-use as much as possible Models and approaches, architectural proposals, building blocks,
business vocabularies, semantic assets
Keep open and standard, i.e. do not get enslaved by proprietary solutions; do not develop ad hoc specifications or software core modules
Minimize the impact on the Member States systems Where possible, try to re-use specifications, techniques and solutions
already used by the MS
L'embarras du choix
A rich world of knowledge and experience related to the BR domain and to systems/ BR interoperability
Interoperability (Architecture, semantic IOP, re-usable building blocks, etc.) Large Scale Projects, e.g. e-Codex, PEPPOL, STORK, e-Sens … ISA and W3C specifications, e.g. Business Core Vocabulary, DCAT-AP, ADMS… Commission internal projects/ systems, e.g. DG JUST (IRI), DG MOVE (ERRU and RESPER),
TAXUD, SANCO, ESTAT (EGR), CIPA e-Delivery, etc.
Registers related European platforms, pilots and projects BRITE and EBR ECRF xEBR and XBRL RMS Interegisters LEI Others
Main challenges
Meet deadlines in the Directive: manage the available time for making the optimal strategic decisions and implementation of the Directive.
Best value for money: choose the solutions that best fit the available budget and which require the minimum cost for both the Commission and the Member States.
Remember the objectives of the Directive
Bring benefits to users (businesses, public authorities) of the internal market
Communication and cooperation between stakeholders
Work together towards a common solution
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To overcome challenges
