Activities of Heidi HAUTALA related to 2023/0089(COD)
Legal basis opinions (0)
Amendments (34)
Amendment 36 #
Proposal for a directive
Recital 9
Recital 9
(9) A preventive administrative or judicial control, should be ensured in all Member States in order to ensure reliability of cross-border company data. In respecting of Member States traditions, this may includinge the possible involvement of notaries, should be ensured in all Member States in order to ensure reliability of cross-border company datawhile this should never substitute the administrative or judicial control. 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. Preventative control should also include minimum standards for the verification of the identity of founders and directors. Furthermore, in particular in the case of undertakings formed or reorganised on the basis of EU legislation, in particular Regulation (EC) No 2157/2001, Regulation (EC) No 1435/2003 and Directive (EU) 2019/2121, checks should also be performed if worker rights to information, consultation and participation have been respected.
Amendment 40 #
Proposal for a directive
Recital 9 a (new)
Recital 9 a (new)
(9a) The legality of company law transactions, the protection of reliable public registers and the prevention of illegal activities require the correct and secure identification of the participants in such transactions, including company founders and directors, as well as the verification of their legal capacity. TIn particular, the reliable identification of the customer in line with the ‘know-your- customer’ principle under the rules regarding anti-money laundering and combating the financing of terrorism (AML/CFT), is a prerequisite for any AML/CFT customer due diligence obligations and thus any money laundering and terrorist financing prevention. Therefore, for the procedures within the scope of this Directive, Member States should provide for electronic controls of identity, legal capacity and legality. Those electronic controls could include remote audio-visual identity controls, including electronic checks of identity photos.
Amendment 43 #
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 transmitted in electronic form.
Amendment 46 #
Proposal for a directive
Recital 16 a (new)
Recital 16 a (new)
(16a) Cooperatives have an important place in many Member States. Therefore, where information on cooperatives is also included in national registers, this information should also be accessible at Union level through the system of interconnection of registers in the same way as for limited liability companies, with certain information to be made available free of charge, and they should be unequivocally identified through the European unique identifier (“EUID”).
Amendment 47 #
Proposal for a directive
Recital 20
Recital 20
(20) In order to avoid unnecessary burden, the obligation to update the group information, at least once per year and upon request by a competent authority, should be on the ultimate parent or, where applicable, on the intermediate parent or on the subsidiary company governed by the law of a Member State. If no change has occurred within a year, such parent company or subsidiary company should confirm this to its register, which should record and make this information publicly available. In addition, each subsidiary company should be responsible for keeping the information related to its affiliation to the group in its register up to date. In this regard, the ultimate parent or, where applicable, the intermediate parent or the subsidiary company governed by the law of a Member State should provide any changes in the group information to the (other) subsidiaries without delay in order for the subsidiaries to fulfil in time the obligation to keep the group-related information in their register up to date.
Amendment 48 #
Proposal for a directive
Recital 22
Recital 22
(22) In addition to common standards for checking company information before it is entered into the register, it is necessary to ensure that the information in the register is kept up to date. The Financial Action Task Force recommendation 24 ‘Transparency and beneficial ownership of legal persons’, as revised in March 2022, includes requirements that company information in business registers be kept accurate and up to date. It is also in companies’ interest to make sure that their information is updated in the register because this information, including the EU Company Certificate, can be relied on by third parties. Therefore, companies should be required to disclose changes to company information without unnecessary delay and the registers should record and make available such changes in a timely manner. While the deadline for the publication of accounting documents is regulated by Directive 2013/34/EU of the European Parliament and of the Council55 , the registers should also make them publicly available without unnecessary delay. In addition, in order to further enhance the reliability of company data, companies should confirm once per calendar year as well as upon request by a competent authority, that their information in the business register is up to date, including when no change occurred. Companies may do this together with the filing of other changes or when filing accounting documents. _________________ 55 Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).
Amendment 52 #
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 wshould also be accessible to third parties, including authorities and employee representatives, which need reliable essential information about companies. While Member States should be allowed to charge a fee for obtaining an EU Company Certificate, rRegisters 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 year. 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 54 #
Proposal for a directive
Recital 25
Recital 25
(25) In order to further facilitate cross- border procedures for companies and simplify and reduce formalities, such as apostille or translation, a digital EU power of attorney should be established. The digital EU power of attorney will be a multilingual standard model based on a common European template which companies may choose to use in cross- border situations. It should have a minimum mandatory content, while it would be drawn up in accordance with national legal and formal requirements. The standard digital EU power of attorney would only exist in digital form and it should be authenticated by using trust services as referred to in Regulation (EU) No 910/2014 and in accordance with the assurance level ‘high’. In addition, in order to contribute to higher security of transactions, the digital EU power of attorney should be filed in the register of the company where third parties that can demonstrate legitimate interest can consult it. In particular, third parties, such as lawyers, notaries, credit and financial institutions or competent authorities to whom the digital EU power of attorney is presented, could thus verify the existence of these powers in the register of the company. Member States may also require that the digital EU power of attorney is filed, in addition, in another register in accordance with national law. In order to overcome language barriers and facilitate their use, the template for an EU Company Certificate and a standard model of the digital EU power of attorney should be available on the E-justice portal in all Union languages.
Amendment 57 #
Proposal for a directive
Recital 30
Recital 30
(30) In order to help companies, and in particular SMEs, to expand their business activities cross-border more easily, the ‘once-only’ principle should be further developed in cases where companies register branches in another Member State. The information about the company registering the cross-border branch should be retrieved electronically from the register of the company by the register of the branch through the system of interconnection of registers. This exchange of information, as any other exchange of information between registers through the system of interconnection of registers, will be carried out via secure transmission between national registers, which ensures that the information can be trusted and should not be required to be certified or subject to any legalisation or similar formality. 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.
Amendment 61 #
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 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, in accordance with national law.
Amendment 63 #
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 2 – point c
Article 10 – paragraph 2 – subparagraph 2 – point c
(c) there are no evident substantive legal irregularitiesrequirements are met; and
Amendment 64 #
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 2 – point d a
Article 10 – paragraph 2 – subparagraph 2 – point d a
(da) the identity of the company’s founders and directors has been verified;
Amendment 65 #
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 2 – point d b
Article 10 – paragraph 2 – subparagraph 2 – point d b
Amendment 66 #
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 2 – point c
Article 10 – paragraph 2 – subparagraph 2 – point c
(dc) it is verified that, for undertakings founded on the basis of EU legislation, in particular Regulation (EC) No 2157/2001, Regulation (EC) No 1435/2003 and Directive (EU) 2019/2121, agreements required in accordance with this legislation on worker information, consultation and participation have been concluded;
Amendment 67 #
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 2 – point c
Article 10 – paragraph 2 – subparagraph 2 – point c
(dd) ultimate beneficial owners have been identified and verification of their identities is not solely based on self- declaration.
Amendment 78 #
Proposal for a directive
Article 2 – paragraph 1 – point 12 – point a
Article 2 – paragraph 1 – point 12 – point a
Directive (EU) 2017/1132
Article 13 g – paragraph 2 a – subparagraph 3 a (new)
Article 13 g – paragraph 2 a – subparagraph 3 a (new)
Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are transmitted in electronic form.
Amendment 80 #
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) the number of employees as reported at the end of the last fiscal year;
Amendment 82 #
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) the NACE sectors of activity;
Amendment 83 #
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) for companies founded on the basis of EU legislation, in particular Regulation (EC) No 2157/2001, Regulation (EC) No 1435/2003 and Directive (EU) 2019/2121, the agreements required in accordance with this legislation on worker information, consultation and participation have been concluded.
Amendment 85 #
(g) the instrument of constitution, and the statutes if they are contained in a separate instrument, if these documents are required by national law;
Amendment 88 #
Proposal for a directive
Article 2 – paragraph 1 – point 16
Article 2 – paragraph 1 – point 16
Directive (EU) 2017/1132
Article 14 b – paragraph 6
Article 14 b – paragraph 6
6. The ultimate parent company or, where applicable, the intermediate parent company or the subsidiary company referred to in paragraph 2 shall at least once per year as well as upon request of a competent authority, and in any case no later than the date of the disclosure of the accounting documents and, if no such disclosure is required, by the end of the financial year, update the information required in paragraphs 1 to 3, where applicable, or confirm that no changes to the group structure have occurred.
Amendment 89 #
Proposal for a directive
Article 2 – paragraph 1 – point 16
Article 2 – paragraph 1 – point 16
Directive (EU) 2017/1132
Article 14 b – paragraph 8
Article 14 b – paragraph 8
8. In the case of changes to the information referred to in paragraph 5, each subsidiary company of the group governed by the law of a Member State, including any intermediate parent company, shall disclose such changes in the register where it is registered within a deadline of twoone weeks as from the date the changes were made.
Amendment 91 #
Proposal for a directive
Article 2 – paragraph 1 – point 16 a (new)
Article 2 – paragraph 1 – point 16 a (new)
Directive (EU) 2017/1132
Article 14 c (new)
Article 14 c (new)
Amendment 93 #
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 c
Article 15 – paragraph 2 – point c
(c) that companies listed in Annexes II and IIB confirm once every calendar year as well as upon request by a competent authority, that the information about the company in the register is up to date and that the registers make publicly available the date when the company provided that confirmation or updated the information;
Amendment 94 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 b – paragraph 1 – subparagraph 1 a (new)
Article 16 b – paragraph 1 – subparagraph 1 a (new)
1a. A Member State may decide to only recognise register data from another Member State as evidence where the register data of that Member State are subject to an equivalent level of preventive scrutiny before the entry into the register of the Member State concerned, taking into account objective criteria, including the reliability of identity and legality checks. Member States shall notify the Commission of any registers whose data shall not be recognised as evidence. The Commission shall publish the list of registers on the portal in all official languages of the Union.
Amendment 95 #
Proposal for a directive
Article 2 – paragraph 1 – point 21 Directive (EU) 2017/1132
Article 2 – paragraph 1 – point 21 Directive (EU) 2017/1132
(f) the postal orand contact address of the company;
Amendment 96 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 b – paragraph 2 – point g
Article 16 b – paragraph 2 – point g
(g) the electronic address of the company and details of the company website;
Amendment 97 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 b – paragraph 2 – point j
Article 16 b – paragraph 2 – point j
(j) the status of the company, including whether it is economically active or inactive or undergoing insolvency proceedings;
Amendment 98 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 b – paragraph 2 – point n
Article 16 b – paragraph 2 – point n
(n) details of the company website where such details are recorded in the national register.;
Amendment 100 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 b – paragraph 2 – point n a
Article 16 b – paragraph 2 – point n a
(na) the number of employees at the end of the last fiscal year;
Amendment 102 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 b – paragraph 2 – point n b
Article 16 b – paragraph 2 – point n b
(nb) the NACE sectors of activity.
Amendment 103 #
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 third parties, including authorities, workers' representatives and other stakeholders, which need reliable essential information about companies, may obtain its EU Company Certificate in electronic format free of charge at least once per calendar year.
Amendment 121 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
4. IfOnly in cases where the authenticity and accuracy of the copies and extracts of documents and information is not confirmed by the register from which it requests information, the requesting authority may decide not to accept them.
Amendment 126 #
Proposal for a directive
Article 2 – paragraph 1 – point 32
Article 2 – paragraph 1 – point 32
Directive (EU) 2017/1132
Article 28 a – paragraph 5 a – subparagraph 1
Article 28 a – paragraph 5 a – subparagraph 1
Member States shall ensure that where a company listed in Annexes II or IIB registers a branch in another Member State, the register where the branch is being registered shall retrieve through the system of interconnection of registers the documents and information about the company relevant for the procedure of registration available in the register of the Member State where that company is registered, and the company shall not be requested to provide those. The register may also retrieve the EU Company Certificate under Article 16b. Member States shall also apply this paragraph to any other forms of registration of branches than fully online. Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form.