18 Amendments of Daniel BUDA related to 2018/0113(COD)
Amendment 29 #
Proposal for a directive
Recital 2 a (new)
Recital 2 a (new)
(2a) Ensuring a legal and administrative environment equal to the new social and economic challenges of globalisation and digitisation is essential, on the one hand, to provide the necessary safeguards against abuse and fraud and, on the other hand, to pursue objectives such as promotion of economic growth, job creation and attracting investment to the European Union, all of which help to increase the economic and social benefits to society as a whole.
Amendment 30 #
Proposal for a directive
Recital 2 b (new)
Recital 2 b (new)
(2b) There are currently significant differences between EU Member States when it comes to the availability of online tools for entrepreneurs and companies to communicate with the authorities on matters of company law. eGovernment services vary between Member States, some of them providing comprehensive and user-friendly services entirely available online, while others are unable to provide online solutions at certain major stages of a business lifecycle. For the purposes of registering companies or filing changes, for example, some Member States only allow this to be done in person and some allow it to be done either in person or online, while in other Member States it can only be done online.
Amendment 31 #
Proposal for a directive
Recital 2 c (new)
Recital 2 c (new)
(2c) Furthermore, regarding access to company information, EU law stipulates a minimum set of data that must always be provided free of charge. However, the scope of such information remains limited. Access to such information varies, with more information made available free of charge in some Member States than in others, causing an imbalance in the Union.
Amendment 32 #
Proposal for a directive
Recital 3
Recital 3
(3) TIn order to ensure that EU company law is fair, inclusive and up to date, the Commission in its Communication A Digital Single Market Strategy for Europe30 and in its Communication EU e-Government Action Plan 2016-2020: Accelerating the digital transformation of government,31 stressed the role of public administrations in helping businesseentrepreneurs to easily set up business, operate online and expand across borders. The EU e-Government Action Plan specifically recognised the importance of improving the use of digital tools when complying with company law related requirements. Furthermore, in the 2017 Tallinn declaration on eGovernment, Member States made a strong call to step up efforts for the provision of efficient, user-centric electronic procedures in the Union. _________________ 30 COM(2015) 192 final of 6 May 2015. 31 COM(2015) 192 final of 6 May 2015.
Amendment 35 #
Proposal for a directive
Recital 5
Recital 5
(5) In order to facilitate the registration of companies and their branches and to reduce the costs, length of time and administrative burdens associated with the registration process, in particular by micro, small and medium- sized enterprises (‘SMEs’) as defined in Commission Recommendation 2003/361/EC32, procedures should be put in place to enable registration to be completed fully online. Such costs and burdens derive not only from administrative fees charged for setting up a company, but also from other requirements which make the overall process longer to complete, in particular when the physical presence of the applicant or their representative is required, which might cause them to miss a business opportunity. In addition, information on these procedures should be made available online and free of charge. _________________ 32 Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium- sized enterprises (OJ L 124, 20.5.2003, p. 36).
Amendment 43 #
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 50 #
Proposal for a directive
Recital 8
Recital 8
(8) In order to facilitate online procedures for companies, Member States’ registers should not charge for online registration or online submission of information over and above the actual administrative costs of providing the service. Furthermore, Member States should assist those seeking to establish a company or a branch by providing, without any unjustified delay, up-to- date, clear, concise and user-friendly information concerning the procedures and requirements to establish and operate limited liability companies and their branches. Concerning private limited liability companies, more detailed information should be made available to applicants and directors because Member States should also ensure the possibility of fully online registration for such companies.
Amendment 66 #
Proposal for a directive
Recital 11
Recital 11
(11) In order to assist businesses, in particular start-upmall, medium-sized and micro- enterprises, 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. 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 67 #
Proposal for a directive
Recital 12
Recital 12
(12) In order toMeasures to achieve the objective of giving all EU companies the same opportunities must respect Member States’ existing traditions of company law, it isbeing important to allow flexibility as regards the manner in which they ensure a fully online system of registration of companies and branches, as well as the online 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 which are not regulated in this Directive should be governed by national law.
Amendment 90 #
Proposal for a directive
Recital 19
Recital 19
(19) (19) In order to cut costs and reduce the length of the procedures and administrative burden for companies, Member States should apply the ‘once- only’ principle in the area of company law, which is firmly supported by Commission initiatives such as the proposal for a Regulation on the Single Digital Gateway or the eGovernment Action Plan as well as the Tallinn Declaration on eGovernment. 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 submit the same information both to the national register and to the national gazette. Instead, the register should provide the information already submitted directly to the national gazette. Similarly, where a company is incorporated in one Member State and wants to register a branch in another Member State, it should be possible for the company to make use of the information or documents previously submitted to a register. Furthermore, where a company is incorporated in one Member State but has a branch in another Member State it should be possible for the company to submit certain changes to their company information only to the register where the company is registered, without the need to submit the same information to the register where the branch is registered. Instead, information such as change of company name or change of registered office of the company should be exchanged electronically between the register where the company is registered and the register where the branch is registered using the system of interconnection of registers.
Amendment 95 #
Proposal for a directive
Recital 21
Recital 21
(21) In the interest of transparency, protection of the interests of workers, creditors and minority shareholders and to promote trust in business transactions, including those with a cross-border nature within the Single Market, it is important that investors, stakeholders, business partners and authorities can easily access company information. To improve the accessibility of that information, more information should be available free of charge in all Member States. Such information should include the website of the company, where applicable and, the legal status of the company and its branches in another Member States, where available in national registers. It should also include information concerning the persons authorised to represent companies and the number of employees where this information is available.
Amendment 99 #
(23) In order to help companies established in the Single Market to more easily expand their business activities cross-border, it should be possible for them to open and register branches in another Member State online. Therefore Member States should enable, in a similar manner to companies, the online registration of branches and the online filing of documents and information, thereby helping to cut costs, while reducing the administrative burden and the length of time taken by formalities relating to cross- border expansion.
Amendment 103 #
Proposal for a directive
Article 1 – paragraph 1 – point 1
Article 1 – paragraph 1 – point 1
Directive (EU)2017/1132
Article 13
Article 13
- the rules on online registration of documents and/or information and filing by companies and their branches,”; (This amendment applies throughout the text. Adopting it will necessitate corresponding changes throughout.)
Amendment 123 #
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, Member States may take measures which could require a physical presence, not systematically but on a case-by-case basis, require a physical presence of the applicant or representatives of the applicant 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. Such genuine suspicion of fraud should be based on reasonable grounds, for example in the light of information available from the registers of beneficial owners, from criminal records or from indications of identity fraud or tax evasion. Member States shall ensure that any further steps in the procedure may be conducted online. (This amendment applies throughout the text. Adopting it will necessitate corresponding changes throughout.)
Amendment 134 #
Proposal for a directive
Article 1 – paragraph 1 – point 4
Article 1 – paragraph 1 – point 4
Directive (EU)2017/1132
Article 13c - paragraph 2
Article 13c - paragraph 2
2. Any fees charged by the registers, referred to in Article 16, for the online registration of, or the online filing of documents and/or information by, a company or a branch shall not exceed the administrative costs of providing the service. (This amendment applies throughout the text. Adopting it will necessitate corresponding changes throughout.) Or. ro (Article 1 – paragraph 1 – point 4 – Article 13c – paragraph 2
Amendment 137 #
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 an online payment service widely available in cross- border payment services. (This amendment applies throughout the text. Adopting it will necessitate corresponding changes throughout.)
Amendment 211 #
Proposal for a directive
Article 1 – paragraph 1 – point 5
Article 1 – paragraph 1 – point 5
Directive (EU) 2017/1132
Article 13h - paragraph 2
Article 13h - paragraph 2
2. Member States shall make the necessary arrangements to ensure that their registers are able to provide, without unjustified delay, by means of the system referred to in Article 22, the information referred to in paragraph 1 of this Article and in respect of what period any disqualification is in force. This information shall be provided for the purpose of registration and Member States may also provide the grounds of disqualification. (This amendment applies throughout the text. Adopting it will necessitate corresponding changes throughout.)
Amendment 239 #
Proposal for a directive
Article 1 – paragraph 1 – point 9
Article 1 – paragraph 1 – point 9
Directive (EU) 2017/1132
Article 19 – paragraph 2 – point b
Article 19 – paragraph 2 – point b
(e) the legal status of the company, such as when it is closed, struck off the register, wound up, dissolveddissolved, under an insolvency procedure, economically active or inactive as defined in national law and where available in the national registers; (This amendment applies throughout the text. Adopting it will necessitate corresponding changes throughout.)