Activities of Jens ROHDE related to 2018/0113(COD)
Shadow reports (1)
REPORT on the proposal for a directive of the European Parliament and of the Council amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law PDF (756 KB) DOC (107 KB)
Amendments (20)
Amendment 52 #
Proposal for a directive
Recital 8
Recital 8
(8) In order to facilitate online procedures for companies, Member States’ registers should not charge for online registration or online submission of information over and above the actual administrative costs of providing the service. Furthermore, Member States should assist those seeking to establish a company or a branch by providing up-to- date, clear, concise and user-friendly information concerning the procedures and requirements to establish and operate limited liability companies and their branches. Concerning private limited liability companies, more detailed information should be made available to applicants and directors because Member States should also ensure the possibility of fully online registration for such companies.
Amendment 55 #
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 limited liability 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.
Amendment 63 #
Proposal for a directive
Recital 11
Recital 11
(11) In order to assist businesses, in particular start-ups, in setting-up their business, it should be possible to register a private limited liability company with the use of harmonised European templates which arshould be model instruments of constitution which should be available onlineand made available online. The Commission should be tasked with the establishment of such templates by way of implementing act. Such models may contain a pre-defined set of options in accordance with different national laws. The applicants should be able to choose between using this model or registering a company with bespoke instruments of constitution and Member States should have the option to provide templates also for other types of companies.
Amendment 83 #
Proposal for a directive
Recital 14
Recital 14
(14) Member States should be allowed to take measures, in accordance with national law, in cases of genuine suspicion of fraud, which could require, not systematicexceptionally butand on a case-by-case basis, a physical presence of the applicant or their representative before any authority of a Member State where the company or branch is to be registered. Such genuine suspicion of fraud should be based on reasonable grounds, such as, on the basis of information available from the registers of beneficial owners, from criminal records or from indications of identity fraud or tax evasion.
Amendment 108 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU) 2017/1132
Article 13a – paragraph 4
Article 13a – paragraph 4
(4) “template” means a harmonised model for the instrument of constitution of a company which is drawn up by Member Statesthe Commission in compliance with national laws, as communicated by the Member States, and is used for the online registration of a company;
Amendment 130 #
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, inonly in exceptional cases of genuine suspicion of fraud based on reasonable grounds.
Amendment 140 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU)2017/1132
Article 13e – paragraph 1 – point b
Article 13e – paragraph 1 – point b
(b) requirements relating to the use of templates,he European template for online registration of companies; including information on national laws which govern the use and contents of such templates;
Amendment 141 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU)2017/1132
Article 13e – paragraph 1 – point b
Article 13e – paragraph 1 – point b
(b) requirements relating to the use of templates, including information on national laws which govern the use and contents of such templathe European template for online registration of companies;
Amendment 146 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU)2017/1132
Article 13e – paragraph 2
Article 13e – paragraph 2
2. Member States shall ensure that the following minimum information shall be made available concerning the types of companies listed in Annexes I and IIA:
Amendment 149 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU)2017/1132
Article 13e – paragraph 3
Article 13e – paragraph 3
Member States shall provide the information referred to in paragraphs 1 and 2 on the websites available through the Single Digital Gateway established by Regulation (EU) No [COM (2017) 256] (***). The information shall meet the quality requirements of Article X of that Regulation. Such information shall be made available at least in anll official Union language broadly understood by the largest possible number of cross-border users and shall be free of charge.
Amendment 157 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13f – paragraph 1
Article 13f – paragraph 1
1. Member States shall ensure that the registration of companies 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 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 I.
Amendment 164 #
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 templateshe European templates for online registration of a company, 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).
Amendment 189 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13g – title
Article 13g – title
Article 13g TEuropean templates for online registration of companies
Amendment 193 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13g – paragraph 1
Article 13g – paragraph 1
1. Member States shall make those templates available on registration portals or websites that are part of the Single Digital Gateway for the types of companies listed in Annexes I and IIA. Member States may also make templates available online for the registration of those types of companies listed in Annex II other than those listed in Annex I and IIA.
Amendment 194 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13g – paragraph 1 a (new)
Article 13g – paragraph 1 a (new)
1a. The Commission shall establish a European template for online registration of companies in all official languages of the European Union by way of an implementing act.
Amendment 204 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13g – paragraph 3
Article 13g – paragraph 3
Amendment 208 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13g – paragraph 4
Article 13g – paragraph 4
4. The content of the templates shall be governed by national lawinclude all the requirements governed by national law. To this end, Member States shall communicate regularly to the Commission about any change of their national requirements for registration of companies listed in annexes I and IIA which would affect the content of the templates. In such case, the Commission shall adapt the European templates for online registration of a company by way of an implementing act.
Amendment 271 #
Proposal for a directive
Article 2 – paragraph 1 – subparagraph 2
Article 2 – paragraph 1 – subparagraph 2
Notwithstanding the first subparagraph, Member States shall bring into force the laws, regulations and administrative provisions necessary to comply with Article 16(5) and with point (g) of Article 19(2) by ….[OP please set the date = the last day of the month of 360 months after the date of entry into force] at the latest.
Amendment 272 #
Proposal for a directive
Article 3 – paragraph 2 – point a
Article 3 – paragraph 2 – point a
Amendment 274 #
Proposal for a directive
Article 3 – paragraph 2 – point b
Article 3 – paragraph 2 – point b