Activities of Maria-Manuel LEITÃO-MARQUES related to 2023/0089(COD)
Shadow reports (1)
REPORT on the proposal for a directive of the European Parliament and of the Council amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law
Amendments (22)
Amendment 38 #
Proposal for a directive
Recital 9
Recital 9
(9) A preventive administrative or judicial control, respecting Member States traditions including the possible involvement of notaries and of lawyers as well as combine control by such authorities, should be ensured in all Member States in order to ensure reliability of cross-border company data. A legality check of the company’s instrument of constitution, the company statutes if contained in a separate instrument, and of any amendment of such instruments and statutes, should be carried out, given that these are the most important documents concerning the company.
Amendment 42 #
Proposal for a directive
Recital 11
Recital 11
(11) Applying the ‘once-only’ principle entails that companies are not asked to submit the same information to public authorities more than once. For example, companies should not have to resubmit the company documents or information already submitted to the register where the company is registered when creating a subsidiary in another Member State. Instead, information about the company should be exchanged electronically, between the register where the company is registered and the register where a subsidiary is to be registered, using the system of interconnection of registers. Such information should be made available by the business register to any authority, body or person mandated under national law to deal with any aspect of the formation of a company. Documents or information transmitted as part of electronic communication through the system of interconnection of registers should not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They should have the same legal effect as that provided by the register of the Member State where the company in question is registered.
Amendment 50 #
Proposal for a directive
Recital 24
Recital 24
(24) In the single market, companies should be able to prove that their company is legally incorporated in a Member State through simple and reliable means, which are recognised cross-border by other Member States. Therefore, a harmonised EU Company Certificate should be established. Companies could apply for such an EU Company Certificate to use it for different purposes, including for administrative procedures before national authorities and court proceedings in other Member States or before EU institutions and bodies. Such EU Company Certificate should be issued and certified by the national business registers, should include essential company information used by companies in cross-border situations, including the company name, its registered office and legal representatives, and should be available in all official languages of the Union. The electronic EU Company Certificate should be authenticated by using trust services as referred to in Regulation (EU) No 910/201456 . This EU Company Certificate would also be accessible to third parties, including authorities, which need reliable essential information about companies. While Member States should be allowed to charge a fee for obtaining an EU Company Certificate, registers should be required to provide, upon request, each company registered in that register with its own EU Company Certificate free of charge at least once a yeare company registered in that register should have free of charge access to its own EU Company Certificate. This EU Company Certificate would also be accessible free of charge to third parties, including authorities, which need reliable essential information about companies. . Registers and authorities in other Member States should accept an EU Company Certificate in accordance with this Directive. _________________ 56 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 62 #
Proposal for a directive
Article 2 – paragraph 1 – point 5
Article 2 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 10 – paragraph 1
Article 10 – paragraph 1
1. Member States shall provide for preventive administrative or, judicial or notarial control, at the time of the formation of a company, of the instrument of constitution, the company statutes and any amendments to those documents. Member States may provide that those documents shall be drawn up and certified in due legal form.
Amendment 68 #
Proposal for a directive
Article 2 – paragraph 1 – point 5
Article 2 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 10 – paragraph 2 – subparagraph 3 a (new)
Article 10 – paragraph 2 – subparagraph 3 a (new)
Where the company is a European company (SE) or a European Cooperative Society (SCE), or where the company is resulting from a cross-border conversion, merger or division, through the legality check, it shall also be ascertained that the requirements on the involvement of employees under Council Regulation (EC) No 2157/2001, Council Regulation (EC) No 1435/2003 and Directive (EU) 2017/1132 have been fulfilled.
Amendment 75 #
Proposal for a directive
Article 2 – paragraph 1 – point 11 a (new)
Article 2 – paragraph 1 – point 11 a (new)
Directive (EU) 2017/1132
Article 13 f a (new)
Article 13 f a (new)
(11a) the following Article is inserted: Article 13fa Acceptance of electronic communication Documents or information transmitted as part of electronic communication, in accordance with this Directive, through the system of interconnection of registers should not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They should have the same legal effect as that provided by the register of the Member State where the company in question is registered.
Amendment 79 #
Proposal for a directive
Article 2 – paragraph 1 – point 15 – point b
Article 2 – paragraph 1 – point 15 – point b
Directive (EU) 2017/1132
Article 14 – point m a (new)
Article 14 – point m a (new)
(ma) at least once a year, the number of employees calculated on a full-time equivalent basis;
Amendment 81 #
Proposal for a directive
Article 2 – paragraph 1 – point 15 – point b
Article 2 – paragraph 1 – point 15 – point b
Directive (EU) 2017/1132
Article 14 – point m b (new)
Article 14 – point m b (new)
(mb) where the company is a European company (SE) or a European Cooperative Society (SCE), or where the company is resulting from a cross-border conversion, merger or division, the agreement on arrangements for employee involvement concluded or information on the relevant procedures;
Amendment 84 #
Proposal for a directive
Article 2 – paragraph 1 – point 15 – point b
Article 2 – paragraph 1 – point 15 – point b
Directive (EU) 2017/1132
Article 14 – point m c (new)
Article 14 – point m c (new)
(mc) the sectors of activity of the company, with the use of the Statistical Classification of Economic Activities in the European Community (NACE)
Amendment 87 #
Proposal for a directive
Article 2 – paragraph 1 – point 16
Article 2 – paragraph 1 – point 16
Directive (EU) 2017/1132
Article 14 b – point d
Article 14 b – point d
(d) the name of the group, if existant and different from the name of the ultimate parent company.
Amendment 92 #
Proposal for a directive
Article 2 – paragraph 1 – point 17
Article 2 – paragraph 1 – point 17
Directive (EU) 2017/1132
Article 15 – paragraph 2 – point b
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, or within 15 working days where necessary due to the complexity of the checks to be conducted in accordance with Article 10;
Amendment 99 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 b
Article 16 b
(na) the number of employees calculated on a full-time equivalent basis;
Amendment 101 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 b
Article 16 b
(nb) the sectors of activity of the company, with the use of the Statistical Classification of Economic Activities in the European Community (NACE)
Amendment 104 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 b – paragraph 5 – subparagraph 2
Article 16 b – paragraph 5 – subparagraph 2
Member States shall ensure that each company listed in Annexes II and IIB as well as relevant third parties may obtain its EU Company Certificate in electronic format free of charge at least once per calendar year.
Amendment 112 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 c – paragraph 3
Article 16 c – paragraph 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 5 working days.
Amendment 113 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 c – paragraph 4
Article 16 c – 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.
Amendment 120 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 e – paragraph 4
Article 16 e – paragraph 4
4. If the authenticity of the copies and extracts of documents and information is not confirmed by the contact points, the requesting authority may decide not to accept them. 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.
Amendment 122 #
Proposal for a directive
Article 2 – paragraph 1 – point 29
Article 2 – paragraph 1 – point 29
Directive (EU) 2017/1132
Article 28 – subparagraph 1
Article 28 – subparagraph 1
Member States shall provide for effective, proportionate and dissuasive penalties, including pecuniary penalties, at least in the case of:
Amendment 123 #
Proposal for a directive
Article 2 – paragraph 1 – point 29
Article 2 – paragraph 1 – point 29
Directive (EU) 2017/1132
Article 28 – subparagraph 2
Article 28 – subparagraph 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;
Amendment 128 #
Proposal for a directive
Article 2 – paragraph 1 – point 36
Article 2 – paragraph 1 – point 36
Directive (EU) 2017/1132
Article 40 – subparagraph 1
Article 40 – subparagraph 1
Member States shall provide for effective, proportionate and dissuasive penalties, including pecuniary penalties, in the event of failure to disclose the matters set out in Articles 29, 30, 31, 36, 37 and 38 and of omission from letters and order forms of the compulsory information provided for in Articles 35 and 39.
Amendment 129 #
Proposal for a directive
Article 2 – paragraph 1 – point 36
Article 2 – paragraph 1 – point 36
Directive (EU) 2017/1132
Article 40 – subparagraph 2
Article 40 – subparagraph 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.
Amendment 130 #
Proposal for a directive
Article 4 – paragraph 3 – point b a (new)
Article 4 – paragraph 3 – point b a (new)
(ba) factors that promote or dissuade the use of digital tools and processes in company law