Activities of Jytte GUTELAND related to 2018/0113(COD)
Legal basis opinions (0)
Amendments (28)
Amendment 28 #
Proposal for a directive
Recital 2
Recital 2
(2) The use of digital tools and processes to more easily, rapidly and cost- effectively initiate economic activity by setting up a company or by opening a branch of that company in another Member State is one of the prerequisites for the effective functioning of a competitive Single Market and for ensuring the competitiveness and trustworthiness of companies.
Amendment 37 #
Proposal for a directive
Recital 5
Recital 5
(5) In order to facilitate the registration of companies and their branches and to reduce the costs and administrative burdens associated with the registration process, in particular by micro, small and medium- sized enterprises (‘SMEs’) as defined in Commission Recommendation 2003/361/EC32 , procedures should be put in place to enable registration to be completed fully online. 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. _________________ 32 Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium- sized enterprises (OJ L 124, 20.5.2003, p. 36).
Amendment 44 #
Proposal for a directive
Recital 7
Recital 7
(7) Enabling the fully online registration of companies and branches and the fully 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 cross- border users in accordance with highest assurance level defined in Regulation (EU) No 910/2014 of the European Parliament and of the Council34 . Furthermore, in order to enable cross- border 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 cross-border situations, only electronic identification means which comply with Article 6 of Regulation (EU) No 910/2014 should be recognised. However, Member States may also recognise other identification means such as a scanned copy of a passportidentification via videoconference or other online means that provide a real- time audio-visual connection. 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. _________________ 34 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).
Amendment 70 #
Proposal for a directive
Recital 12
Recital 12
(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 and 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 filing of documents and information which are not regulated in this Directive should be governed by national law.
Amendment 76 #
Proposal for a directive
Recital 13
Recital 13
(13) Furthermore, in order to tackle fraud, money-laundering 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 should also includeand subsequent online filing should also include legality controls and controls on the identity and legal capacity of persons seeking to establish a company or branch or to file documents and information. 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 video-conference or other online means that provide a real- time audio-visual connection. To that effect Member States should be able to require the involvement of notaries or lawyers as a part of the online registration and filing process, however, such involvement should not prevent the completion of the registration and filing procedure in its entirety online.
Amendment 98 #
Proposal for a directive
Recital 21
Recital 21
(21) In the interest of transparency and to promote trust in business transactions, including those with a cross-border nature within the Single Market, it is important that investors, stakeholders, business partners and authorities and organisations such as trade unions, can easily access company information. To improve the accessibility of that information, more information should be available free of charge in all Member States. Such information should include the website of the company, where applicable and, the legal status of the company and its branches in another Member States, where available in national registers. It should also include information concerning the persons authorised to represent companies and the number of employees where this information is available.
Amendment 124 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU)2017/1132
Article 13 b – paragraph 4
Article 13 b – paragraph 4
4. Without prejudice to paragraphs 1 to 3, Member States may take measures which could require a physical presence for the purposes of verifying the identity of persons before any authority or natural or legal person appointed as competent to deal with online registration or online filing, in cases of genuine suspicion of fraud based on reasonable groundwhere there is significant and justified concern in the public interest as regards security and law and order, especially when it comes to combating crimes such as money laundering, fraud, tax evasion and opacity connected with the risk of letterbox companies and, more generally, to ensuring more robust monitoring, which can help increase the reliability of business registers.
Amendment 127 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU)2017/1132
Article 13b – paragraph 4
Article 13b – paragraph 4
4. Without phere judice to paragraphs 1 to 3, Member States may take measures which could require a physical presence for the purposes of verifying the identity ofstified by an overriding reason of public interest, Member States may require the applicants or their representatives to appear in persons before any authority competent tocompetent authority, or before any other person or body dealing with online, making or assisting in making the application for registration or online filing, in cases of genuine suspicion of fraud based on reasonable groundsfor procedural steps for which this physical presence is necessary. Member States shall ensure that physical presence may only be required on a case by case basis and that any other steps of the procedure can be completed online.
Amendment 150 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13 f – paragraph 5 (new)
Article 13 f – paragraph 5 (new)
5. The rules, referred to in paragraph 2, may further provide for the following: (a) the procedures to verify the appointment of directors taking into account the disqualification of directors by competent authorities of other Member States; (b) the procedures to provide for the role of a notary or any other person or body involved in process of registration under applicable national law; (c) the exclusion of online registration where the share capital of a company is to be paid by way of contributions in kind.
Amendment 156 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
1. Member States shall ensure that the registration of companies by natural persons 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, making or assisting in making the application for registration, subject to the proviso laid down in Article 13b(4). However, Member States may decide not to provide fully online registration procedures for those types of companies listed in Annex II other than those listed in Annex IIA. The online registration of companies by representatives shall be excluded.
Amendment 160 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13f – paragraph 2
Article 13f – paragraph 2
2. Member States shall lay down detailed rules for the online registration of companies, including rules on the use of templates, 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). The requirements under applicable national law as to the authenticity, accuracy and due legal form of any submitted document or information shall remain unaffected.
Amendment 165 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13f – paragraph 3 – point a
Article 13f – paragraph 3 – point a
(a) the procedures to ensure the legal capacity of the applicant and their authority to represent the company;
Amendment 168 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13f – paragraph 3 – point b
Article 13f – paragraph 3 – point b
(b) the means to verify the identity of the person or persons registering the company or their representatives;
Amendment 171 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13f – paragraph 4
Article 13f – paragraph 4
4. The rules, referred to in paragraph 2, mayshall also provide for the following:
Amendment 174 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13f – paragraph 4 – point d
Article 13f – paragraph 4 – point d
Amendment 175 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13 f – paragraph 4 – point e
Article 13 f – paragraph 4 – point e
Amendment 178 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13 f – paragraph 4 – point f
Article 13 f – paragraph 4 – point f
Amendment 180 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13f – paragraph 4 a (new)
Article 13f – paragraph 4 a (new)
4a. The rules, referred to in paragraph 2, may further provide for the following: (a) the procedures to verify the appointment of directors taking into account the disqualification of directors by competent authorities of other Member States; (b) the procedures to provide for the role of a notary or any other person or body involved in process of registration under applicable national law; (c) the exclusion of online registration where the share capital of a company is to be paid by way of contributions in kind.
Amendment 186 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13f – paragraph 7 – introductory part
Article 13f – paragraph 7 – introductory part
Member States shall ensure that the online registration is completed within a period of fiveten working days from the later of the following:
Amendment 198 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13g – paragraph 2
Article 13g – paragraph 2
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. Where those templates are used by the applicant in compliance with the rules referred to in point (c) of Article 13f(4), where applicable, the requirement to have the company instruments of constitution drawn up and certified in due legal form as laid down in Article 10 shall be deemed to be fulfilled, and in accordance with the provisions thereof.
Amendment 212 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13i – title
Article 13i – title
Article 13i Online filing by companiesof documents and information
Amendment 219 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13i – paragraph 1 – subparagraph 1
Article 13i – paragraph 1 – subparagraph 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, can be filed online 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(4).
Amendment 222 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13i – paragraph 1 – subparagraph 2
Article 13i – paragraph 1 – subparagraph 2
Member States shall ensure that the origin and integrity of the documents filed online may be verified electronically; the requirements under applicable national law as to the authenticity, accuracy and due legal form of any submitted information or document shall remain unaffected.
Amendment 226 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13i – paragraph 1 a (new)
Article 13i – paragraph 1 a (new)
Member States shall lay down detailed rules for the online filing of documents and information. Article 13f, paragraphs 3 to 5, shall apply accordingly.
Amendment 242 #
Proposal for a directive
Article 1 – paragraph 1 – point 9
Article 1 – paragraph 1 – point 9
Directive (EU) 2017/1132
Article 19 – paragraph 2 – point g
Article 19 – paragraph 2 – point g
(g) the number of employees of the company, where this is available in the company’s financial statements as required by national and Union law;
Amendment 262 #
Proposal for a directive
Article 1 – paragraph 1 – point 13
Article 1 – paragraph 1 – point 13
Directive (EU) 2017/1132
Article 28a – paragraph 5
Article 28a – paragraph 5
5. Member States shall complete the online registration of a branch within the period of fiveten 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.
Amendment 265 #
Proposal for a directive
Article 1 – paragraph 1 – point 13
Article 1 – paragraph 1 – point 13
Directive (EU) 2017/1132
Article 28b
Article 28b
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(4). The requirements under applicable national law as to the authenticity, accuracy and due legal form of any submitted document or information shall remain unaffected.
Amendment 267 #
Proposal for a directive
Article 1 – paragraph 1 – point 13
Article 1 – paragraph 1 – point 13
Directive (EU) 2017/1132
Article 28b – paragraph 1 a (new)
Article 28b – paragraph 1 a (new)
1a. Member States shall lay down detailed rules for the online filing of documents and information. Article28a, paragraph 3 and paragraph 3a, shall apply mutatis mutandis.