Report on Transparency of Company Data by the Informal Expert Group on Company Law and Corporate Governance (ICLEG)

Executive Summary
(1) It is important for any company’s stakeholder to have access to information on
the group’s existence and structure, i.e., to know (i) whether a company
belongs to a group and, if that is the case, (ii) which one is the parent company
and (iii) which is the whole group’s structure.
Accounting Directive 2013/34/EU and Anti-Money Laundering Directive (EU)
2015/849 provide some useful information on groups, but do not tackle
directly the issues explained above.
(2) There are three main legal policy approaches to the information duties on
groups: (1) registral publicity; (2) accounting publicity and (3) commercial
publicity.
Registral publicity is the first (and preferred) Proposal. It implies to extend the
current business register disclosure regime in Art 14 and 19 (2) of Directive
2017/1132. For this approach the Company Law Directive (EU) 2017/1132 (CLD)
would have to offer a definition of what “parent” and “subsidiary” means. This
could be just a reference to the Accounting Directive, or, in a more ambitious
way, it could be tried to harmonize this concept from a minimum
harmonization towards a maximum harmonization.
A second (complementary) Proposal would be to impose a duty on every group
member company to identify in its commercial correspondence, who its parent
is (or to identify itself as parent company) and/or in the company website
(when adopted) the group information.
(3) It should be considered to make information about shareholders of private
limited companies available via BRIS, if and to the extent this information is
disclosed in the national register of the relevant Member State.
(4) Information in the national registers of the Member States about unlimited and
limited partnerships and at least their partners with unlimited liability could
easily be made available via BRIS. Since the referral to Art 14 in Art 18 (1) CLD
only partially fits for partnerships, such a provision could for instance be
implemented as a new independent Article of the CLD.
(5) All Member States covered by ICLEG have the essential data on cooperatives in
a register. But not all Member States have them in their national companies
register, some partially use special registers not connected with BRIS. For these
Member States BRIS can only show, what they have in connected registers,
which will not be all existing national cooperatives.