18 Amendments of Rosa ESTARÀS FERRAGUT related to 2018/0113(COD)
Amendment 46 #
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 75 #
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 105 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
Directive (EU)2017/1132
Article 13
Article 13
The coordination measures prescribed by this Section shall apply to the laws, regulations and administrative provisions of the Member States relating to the types of companies listed in Annex II, and where specified, to the types of companies listed in Annexes I and IIA.; Member States shall be competent to designate in accordance with their own systems and legal traditions the authorities or public officers dealing with the registration of companies and the filing of documents and information with the register, as referred to in article 10 of this Directive.
Amendment 115 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU)2017/1132
Article 13b – paragraph 1 – point b
Article 13b – 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. Member States shall be allowed to require other complementary identification means enabling also to check the capacity and to provide legal advice including, among others, video-conference or other online means that provide a real-time audio- visual connection.
Amendment 128 #
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, where justified by an overriding reason of public interest, such as avoiding the risk of money laundering or fraud, 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.
Amendment 136 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU)2017/1132
Article 13d
Article 13d
Where the completion of a procedure laid down in this Chapter requires a payment, Member States shall ensure that the payment can be made by means of a payment service widely available in cross- border payment services provided by a financial institution or payment provider established in a Member State.
Amendment 153 #
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 the companies listed in Annex IIA 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 II Member States may limit the provision of online registration procedures to companies fulfilling any of the following requirements: (i) all members are natural persons and residents in a Member State, (ii) all members act in their own name and on their own behalf, (iii) the company is set up by a single member, (iv) all the contributions to the share capital are paid in cash.
Amendment 159 #
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 information or document shall remain unaffected.
Amendment 170 #
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 d
Article 13f – paragraph 3 – point d
3a. (d) the procedures to provide for the preventive judicial, notarial and/or administrative control provided in Article 10.
Amendment 172 #
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 197 #
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.
Amendment 218 #
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). Member States shall lay down detailed rules for the online filing of documents and information. Article 13f(3) to (5) shall apply mutatis mutandis.
Amendment 223 #
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 251 #
Proposal for a directive
Article 1 – paragraph 1 – point 13
Article 1 – paragraph 1 – point 13
Directive (EU) 2017/1132
Article 28a – paragraph 1
Article 28a – paragraph 1
1. Member States shall ensure that the registration in a Member State of a branch of a company, which is governed by the law of another Member State, may be carried out fully online 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 application for registration, subject to the proviso laid down in Article 13b(4).
Amendment 253 #
2. Member States shall lay down detailed rules for the online registration of branches, including rules on the documents and information required to be submitted to athe court, administrative authority or notary acting as competent authority. As part of those rules Member States shall ensure that online registration may be carried out by submitting information or documents in electronic form, including electronic copies of the documents and information referred to in Article 16a(4), or by making use of the information or documents previously submitted to a register. 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 256 #
Proposal for a directive
Article 1 – paragraph 1 – point 13
Article 1 – paragraph 1 – point 13
Directive (EU) 2017/1132
Article 28a – paragraph 3 – introductory part
Article 28a – paragraph 3 – introductory part
3. The rules, referred to inprovisions of Article 13f, paragraph 2s 3 to 5, shall at least provide for the following: pply mutatis mutandis.
Amendment 257 #
Proposal for a directive
Article 1 – paragraph 1 – point 13
Article 1 – paragraph 1 – point 13
Directive (EU) 2017/1132
Article 28a – paragraph 3 – point a
Article 28a – paragraph 3 – point a
(a) the procedure to ensure the legal capacity of the applicant and their authority to represent the company;deleted
Amendment 258 #
Proposal for a directive
Article 1 – paragraph 1 – point 13
Article 1 – paragraph 1 – point 13
Directive (EU) 2017/1132
Article 28a – paragraph 3 – point b
Article 28a – paragraph 3 – point b
(b) the means to verify the identity of the person or persons registering the branch or their representatives.deleted