18 Amendments of Enrico GASBARRA related to 2018/0113(COD)
Amendment 27 #
Proposal for a directive
Recital 2
Recital 2
(2) The use of digital tools and processes to more easily, rapidly and time- and cost- effectively initiate economic activity by setting up a company or by opening a branch of that company in another Member State is one of the prerequisites for the effective functioning, modernisation and administrative streamlining of a competitive Single Market and for ensuring the competitiveness of companies.
Amendment 34 #
Proposal for a directive
Recital 4
Recital 4
(4) In June 2017, the interconnection of Member States’ central, commercial and companies registers became operational which greatly facilitates cross-border access to company information in the Union and allows registers in Member States to communicate with each otheroperate more easily, encourage the transparency, exchange and traceability of information and documents and communicate electronically in relation to certain cross- border operations which affect companies in, and the economy and tax and commercial policies of, the Member States.
Amendment 45 #
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 64 #
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 templates which are model instruments of constitution which should be available online in at least one EU language apart from that of the Member State concerned. Such models may contain a pre-defined set of options in accordance with national law. 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 70 #
Proposal for a directive
Recital 12
Recital 12
(12) In order to respect Member States’ existing traditions of company law, it is important to allow flexibility as regards the manner in which they ensure a fully online system of registration of companies and branches and filing of documents and information, including in relation to the role of notaries or lawyers in such a process. Matters concerning online registration of companies and branches and filing of documents and information which are not regulated in this Directive should be governed by national law.
Amendment 76 #
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 85 #
Proposal for a directive
Recital 15
Recital 15
(15) In order to ensure the protection of all persons interacting with companies, Member States should be able to prevent fraudulent behaviour by refusing the appointment of a person as a director of a company or a branch in their own territory, who is currently disqualified from acting as a director in another Member State. Such requests for information, in relation to previous directorships, should be possible by means of the system of interconnection of registers and therefore Member States should make the necessary arrangements to ensure that the national registers are able to provide and share such information, thereby helping to combat unlawful activities and ensure security by means of transnational cooperation. The rules for the disqualification of directors and the confidentiality of the transmission should be governed by national law. To ensure compliance with applicable rules on protection of personal data, national registers should process any such data relating to disqualification of director in compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council35. _________________ 35 Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1).
Amendment 106 #
Proposal for a directive
Article 1 – paragraph 1 – point 3
Article 1 – paragraph 1 – point 3
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., and must not affect Member States’ choices when appointing the authorities, persons or bodies competent for registrations of companies and the filing of documents and information, as expressly set out in Article 10”;
Amendment 124 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU)2017/1132
Article 13 b – paragraph 4
Article 13 b – 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 or natural or legal person appointed as competent to deal with online registration or online filing, in cases of genuine suspicion of fraud based on reasonable groundwhere there is significant and justified concern in the public interest as regards security and law and order, especially when it comes to combating crimes such as money laundering, fraud, tax evasion and opacity connected with the risk of letterbox companies and, more generally, to ensuring more robust monitoring, which can help increase the reliability of business registers.
Amendment 139 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU)2017/1132
Article 13 e – paragraph 1
Article 13 e – paragraph 1
1. Member States shall, in accordance with Article 10, appoint the authorities and/or persons or bodies responsible for the registration of companies and the filing of documents and information, and ensure that the following information is made available online:
Amendment 155 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13 f – paragraph 1
Article 13 f – paragraph 1
1. Member States shall ensure that the registration of companies under Annex IIA may be carried out fully online without the necessity for the applicants, or their representatives,applicants necessarily having 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 also decide not to provide fully online registration procedures for those types of companies listed in Annex II. Member States may decide to restrict access to online registration procedures to companies all of whose members are natural persons resident in a Member State of the European Union.
Amendment 160 #
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 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 document or information shall remain unaffected.
Amendment 169 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13 f – paragraph 3 – point c
Article 13 f – paragraph 3 – point c
(c) the requirements for the applicant to use trust services referred to in Regulation (EU) No 910/2014. (d) the procedures for preventive judicial, notarial and/or administrative control referred to in Article 10.
Amendment 177 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13 f – paragraph 4 – point e
Article 13 f – paragraph 4 – point e
(e) the procedures to provide for the role of a notary or any other person or body mandatinvolved byin the Member State to submit an application for registration ;process of registration within the meaning of national law.”
Amendment 179 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU)2017/1132
Article 13 f – paragraph 4 – point f
Article 13 f – paragraph 4 – point f
(f) the circumstances in whichexclusion of the possibility of online registration may be excluded, where the share capital of a company is to be paid by way of contributions in kind.
Amendment 199 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13 g – paragraph 2
Article 13 g – 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, in compliance with the provisions thereof.
Amendment 205 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13 g – paragraph 3
Article 13 g – paragraph 3
3. Member States shall at least make the templates available in an second official Union language broadly understood by the largest possible number of cross-border users.
Amendment 217 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13 i – paragraph 1 – subparagraph 1
Article 13 i – 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, 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 the online filing, subject to the proviso laid down in Article 13b(4). Member States shall ensure that the origin and integrity of the documents filed online may be verified electronically. This shall not affect requirements under national law applicable to the authenticity, accuracy and due legal form of any information or documents submitted.