32 Amendments of Evelyne GEBHARDT related to 2018/0113(COD)
Amendment 47 #
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 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 passport. 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 56 #
Proposal for a directive
Recital 9
Recital 9
(9) As a first step in a company’s lifecycle, it should be possible to establish and register companies fully online. However, Member States should have the possibility to derogate from this requirement in case of public limited liability companies due to the complexity of establishment and registration of such companies and in order to respect Member States’ existing traditions of company law. In any event, Member States should lay down detailed rules of registration. It should be possible to carry out online registration with the submission of documents in electronic form. Furthermore, Member States should have the right to exempt sectors in which fraudulent activity is particularly prevalent or sectors that are deemed to have a high risk of fraud.
Amendment 69 #
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 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 77 #
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 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 129 #
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 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 competent to deal with online registration or online filing, in cases of genuine suspicion of fraud based on reasonable grounds.. (This amendment applies throughout the text.)
Amendment 131 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU)2017/1132
Article 13b – paragraph 4 a (new)
Article 13b – paragraph 4 a (new)
4a. Member States shall have the right to exclude from the scope of this Directive specific sectors in which fraudulent activity is particularly prevalent or which are deemed to have a high risk of fraud. (This amendment applies throughout the text.)
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 213 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13 – title
Article 13 – title
Article 13i Online filing by companiesof documents and information (This amendment applies throughout the text.)
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 221 #
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 the online filing, subject to the proviso laid down in Article 13b(4). (This amendment applies throughout the text.)
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 224 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
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. (This amendment applies throughout the text.)
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.