Report on cross-border use of company information by The Informal Expert Group on Company Law and Corporate Governance (ICLEG)

Summary of recommendations
1. Once-only principle: When a company registered in one Member State (A) wants to set up
a branch or a subsidiary in another Member State (B), it should not be required to file data
which is already available in the register of Member State A via BRIS again with the register
of Member State B. Instead, the register in Member State B should simply retrieve the data
regarding the company which is available in the relevant national registers via BRIS.
2. Scrutiny of information before it is entered into the register
a) Horizontal extension: Mandatory formation checks should be extended to the
formation and online filing of all companies covered by the CLD.
b) Vertical extension: It should be considered to extend the items to be checked. It is
recommended to require mandatory checks in particular also of: legality of the objects
of the company, legality of the name of the company, legality of the company instru-
ments of constitution, including verifying the correct use of templates, disqualification
of a director, payment of contributions.
c) EU minimum standard for checking procedures: A reasonable approach could be a
modular system which provides different options for Member States to choose from
(e.g. control by judicial authority, administrative authority, notary) and also allows the
relevant control authority to use automatic systems.
3. Reliance on registered information by private parties: It is proposed to expressly provide
for “positive publicity” by adding the following provision to the CLD: “As against the com-
pany concerned, third parties may rely on documents and information made publicly avail-
able in the register unless the company proves that they knew that what is disclosed is
incorrect.”
4. Mutual recognition of register data: Register data should be mutually recognised in all
Member States. A provision to that effect should be added to the CLD (see options pre-
sented in Part 4.2).
5. Further supporting measures
a) It should be possible to obtain a certified copy (in electronic form) from BRIS of infor-
mation stored in the company register of a Member State.
b) There should be a clear rule in the CLD that all national courts and authorities of the
Member States must recognise certified BRIS copies and certified copies from national
registers of other Member States.
c) It is recommended to develop a standard Companies European Key Information Document (CEKID)