Activities of Axel VOSS related to 2023/0089(COD)
Legal basis opinions (0)
Amendments (26)
Amendment 37 #
Proposal for a directive
Recital 9
Recital 9
(9) A preventive administrative or, judicial or notarial control, respecting Member States traditions including the possible involvement of notaries, should be ensured in all Member States in order to ensure reliability of cross-border company data. Member States should therefore provide for public preventive control through courts, administrative agencies or notaries. The Member States should be free to decide which, or which combination, of these authorities perform public preventive control in European company law. 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 41 #
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, notwithstanding other means to exchange documents and information. 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 49 #
Proposal for a directive
Recital 23 a (new)
Recital 23 a (new)
(23a) Company law should not be a means that permits the circumvention of important Union and Member State laws that protect the public interest. Therefore, the legality of corporate transactions and procedures with effect for the internal market and their compliance with important Union and Member State laws should be checked in the public interest by public gatekeepers under Union or Member State public supervision. This public preventive control and the related formal requirements for the most important company documents should ensure not only the reliability of cross- border company data but also prevent the misuse of company law for illegal activities such as money laundering, tax evasion, social security fraud and the circumvention of sanctions and of co- determination rights.
Amendment 53 #
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 while ensuring that a minimum standard of preventive control by public control authorities is met. The standard digital EU power of attorney would only exist in digital form. 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, could thus verify the existence of these powers of attorney is presented, could thus verify the existence of these powersn the register of the company as well as their validity. Once filed, the digital EU power of attorney shall be deemed to be valid until an amendment or revocation has been published 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 55 #
Proposal for a directive
Recital 26
Recital 26
(26) Companies often face difficulties and administrative barriers to use company information, which is already available in their national business register, in cross- border situations, including when dealing with competent authorities or in court proceedings in another Member State. The company data available in the business register of one Member State is often not accepted in another Member State without burdensome formalities thatcertain formalities that are aimed at ensuring the origin and authenticity of a document or information but may, at the same time, generate costs and delays. Therefore, in order to facilitate cross- border activities in the single market, Member States should ensure that no legalisation or similar formality, such as apostille, be required in respect of electronic certified copies of documents and information related to companies obtained from registers. The same approach should also be applied for electronic documents and information exchanged through the system of interconnection of registers (for example, pre-operation certificates) as well as for notarial acts orelectronic administrative documents in the context of the procedures under this Directive which are used in cross-border context. Such procedures includeshould consist of the formation of companies and the registration of branches in another Member State, cross-border conversions, mergers and divisions.
Amendment 56 #
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, notwithstanding other means to exchange documents and information. 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. 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 60 #
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 controlor notarial control, or any combination thereof, 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 providThis is without prejudice to national laws that, in accordance with Member States’ legal systems, require that those documents shallare to be drawn up and certified in due legal form.
Amendment 69 #
Proposal for a directive
Article 2 – paragraph 1 – point 5
Article 2 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 10 – paragraph 3
Article 10 – paragraph 3
3. Member States may waive the obligation to perform the legality check under paragraph 2, points (b) and (c), of this Article where templates referred to in Article 13h are used by applicants.
Amendment 70 #
Proposal for a directive
Article 2 – paragraph 1 – point 5
Article 2 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 10 – paragraph 4
Article 10 – paragraph 4
The rules laid down in Artcle 13c, Article 13g(4), points (b) and (c), Article 13g(5) and (7), and Article 13g(3), points (a), (d), (e), (f), shall apply mutatis mutandis to other forms of formation of the companies listed in Annexes II and IIB that are not fully online.
Amendment 73 #
Proposal for a directive
Article 2 – paragraph 1 – point 9 – point a
Article 2 – paragraph 1 – point 9 – point a
Directive (EU) 2017/1132
Article 13 b – paragraph 1 – point b
Article 13 b – paragraph 1 – point b
(b) an electronic identification means issued in another Member State and recognised for the purpose of cross-border authentication in accordance with Article 6 of Regulation (EU) No 910/2014.;
Amendment 74 #
Proposal for a directive
Article 2 – paragraph 1 – point 9 – point b
Article 2 – paragraph 1 – point 9 – point b
Directive (EU) 2017/1132
Article 13 b – paragraph 2
Article 13 b – paragraph 2
2. Member States may refuse to recognise electronic identification means where the assurance levels of those electronic identification means do not comply with the conditions set out in Article 6(1) of Regulation (EU) No 910/2014.;
Amendment 76 #
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
Article 13 g – paragraph 2 a
Notwithstanding other means to exchange documents and information, Member States shall ensure that, where a company listed in Annex II or IIB forms a company in another Member State, the register of the Member State where the company is being formed is to retrieve, through the system of interconnection of registers referred to in Article 22, the documents and information about the founder company relevant for the procedure of formation available in the register of the Member State where that company is registered, and the company shall not be requested to provide that information or those documents. The register may also retrieve the EU Company Certificate under Article 16b.
Amendment 90 #
Proposal for a directive
Article 2 – paragraph 1 – point 16
Article 2 – paragraph 1 – point 16
Directive (EU) 2017/1132
Article 14 b – paragraph 11 a (new)
Article 14 b – paragraph 11 a (new)
11a. Member States may choose to disclose the information in accordance with this Article in a register referred to in Article 16.
Amendment 106 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 b – paragraph 7
Article 16 b – paragraph 7
7. Member States shall ensure that the EU Company Certificate provided by the register in paper format is to include the date of issuance, as well as the seal or stamp of the register in order to certify that its content is a true copy of the information held by the register or that it is consistent with the information contained therein. The EU Company Certificate shall also bear a technical feature that allows the electronic verification of the origin and authenticity of the document such as a unique protocol or identification number.
Amendment 107 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 c – paragraph 1 – subparagraph 1
Article 16 c – paragraph 1 – subparagraph 1
Member States shall ensure that, in order to carry out procedures in another Member State within the scontextpe of this Directive, companies listed in Annexes II and IIB may use a standard model oftemplate for the digital EU power of attorney in accordance with this Article to authorise a person to represent the company.
Amendment 108 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 c – paragraph 1 – subparagraph 2
Article 16 c – paragraph 1 – subparagraph 2
The digital EU power of attorney shall be drawn up and revoked in accordance with national legal and formal requirements. The national requirements for drawing up the digital EU power of attorney shall at least include the verification of the identity, legal capacity and authority to represent the company of the person granting the power of attorney by courts, notaries or other administrative authorities or any combination thereof.
Amendment 109 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 c – paragraph 1 – subparagraph 3
Article 16 c – paragraph 1 – subparagraph 3
Member States shall ensure that the digital EU power of attorney is authenticated by means of trust services referred to in Regulation (EU) No 910/2014, and compatible with the European Digital Identity Wallet referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council amending Regulation (EU) No 910/2014 as regards establishing a framework for a European Digital Identity], any amendment to it and any revocation is disclosed in the file referred to in Article 16(1) in accordance with Article 16(2) and (3).
Amendment 111 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 c – paragraph 2
Article 16 c – paragraph 2
2. The digital EU power of attorney disclosed in accordance with paragraph 1 shall be accepted as evidence of the authorised person’s entitlement to represent the company as specified in the document and as disclosed in the file referred to in Article 16(1).
Amendment 114 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 c – paragraph 5
Article 16 c – paragraph 5
5. The Commission shall publish the standard model of the digital EU power of attorney on the portal template for the digital EU power of attorney on the portal in all official languages of the Union. In the template, the person granting the digital EU power of attorney shall decide on: (a) the scope of the digital EU power of attorney and list which of the following all official languages of the Unionre included: (i) formation of companies; (ii) changes to the articles of association of companies; (iii) registration of branches; (iv) cross-border conversions; (v) cross-border mergers and divisions; (b) the type of representation, whether individually or joined, and, if jointly, with whom; and (c) any restrictions on self-dealing or multiple representation or both.
Amendment 115 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 d – paragraph 1 – subparagraph 1
Article 16 d – paragraph 1 – subparagraph 1
Where electronic copies and extracts of documents and information provided and certified as true copies by a register referred to in Article 16, including certified translations, are to be presented in another Member State, Member States shall ensure that they are exempted from all forms of legalisation and similar formality, where they have been authenticated by means of qualified electronic signatures or seals plus an attribute in accordance with Regulation (EU) No 910/2014.
Amendment 116 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Amendment 117 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 d – paragraph 2
Article 16 d – paragraph 2
2. Member States shall ensure that the EU Company Certificate issued in accordance with Article 16b, the digital EU power of attorney referred to in Article 16c and the pre- operation certificates transmitted in accordance with Articles 86n, 127a and 160n are exempted from legalisation or any similar formality.
Amendment 118 #
Where notarial acts,electronic administrative documents, their certified copies and translations issued in a Member State in the context of the procedures of this Directive are to be presented in another Member State, Member States shall ensure that they are exempted from all forms of legalisation and similar formality, where they have been authenticated by means of qualified electronic signatures or seals plus an attribute in accordance with Regulation (EU) No 910/2014.
Amendment 119 #
Proposal for a directive
Article 2 – paragraph 1 – point 21
Article 2 – paragraph 1 – point 21
Directive (EU) 2017/1132
Article 16 d – paragraph 3 – subparagraph 2
Article 16 d – paragraph 3 – subparagraph 2
Amendment 124 #
Proposal for a directive
Article 2 – paragraph 1 – point 30
Article 2 – paragraph 1 – point 30
Directive (EU) 2017/1132
Article 28 a – paragraph 4 – point c
Article 28 a – paragraph 4 – point c
(c) verify the legality of the documents and information submitted for the registration of the branch, save the documents and information retrieved from the register of the company in accordance with paragraph 5;;
Amendment 125 #
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
Article 28 a – paragraph 5 a
Notwithstanding other means to exchange documents and information, 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. They shall have the same legal effect as those provided by the register of the Member State where the company in question is registered.