Changes between two versions
What changed between the draft committee report and the plenary report
From · draft committee report· 19 Jul 2023
on the proposal for a directive of the European Parliament and of the Council amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law
To · plenary report· 5 Dec 2023
on the proposal for a directive of the European Parliament and of the Council amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law
Changes to the text itself, in document order. Cover page, citations and punctuation-only edits are left out; they are under “Every difference”.
The changes · 28
Change 1
Changed:Recital 9: (9) A preventive administrative, judicial or notarial control,control or any combination thereof, respecting Member States traditions, should be ensured in all Member States in order to ensure reliability of cross-border company data. Member States should therefore provide for public preventive control through courts, administrative authorities or notaries.notaries in accordance with their national legal systems. A legality check of the company’s instrument of constitution, the company statutes if contained in a separate instrument, and of any amendment of such instruments and statutes, should be carried out, given that these are the most important documents concerning the company.
Change 2
Changed:Recital 11: (11) 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 resubmit the company documents or information already submitted to the register where the company is registered when creating a subsidiary in another Member State. Instead, information about the company should be exchanged electronically, between the register where the company is registered and the register where a subsidiary is to be registered, using the system of interconnection of registers.registers; however it should be possible to use other means to exchange documents and information, in parallel to the use of electronic means. Such information should be made available by the business register to any authority, body or person mandated under national law to deal with any aspect of the formation of a company. Documents or information transmitted as part of electronic communication through the system of interconnection of registers should not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They should have the same legal effectvalue as that provided by the register of the Member State where the company in question is registered.
Change 3
Added:Recital 12: (12) In order to increase transparency and trust with respect to companies in the single market, to ensure legal certainty and protection of third parties in dealings with companies in a cross-border context, to contribute to the fight against fraud and abuse, and to facilitate companies’ cross-border operations and activities, it is essential to make more company information available across the Union and to ensure that it is comparable and more easily accessible. This should be done by building on the company information that already exists in national registers and making it available at Union level through the system of interconnection of registers, as well as by providing access to more information both in the national registers and through the system of interconnection of registers.
Change 4
Removed:Recital 20: (20) In order to avoid unnecessary burden, the obligation to update the group information, should be on the ultimate parent or, where applicable, on the intermediate parent or on the subsidiary company governed by the law of a Member State. In addition, each subsidiary company should be responsible for keeping the information related to its affiliation to the group in its register up to date. In this regard, the ultimate parent or, where applicable, the intermediate parent or the subsidiary company governed by the law of a Member State should provide any changes in the group information to the (other) subsidiaries without delay in order for the subsidiaries to fulfil in time the obligation to keep the group-related information in their register up to date.
Added:Recital 16 a (new): (16a) Cooperatives have an important place in many Member States. Therefore, where information on cooperatives is also included in national registers, this information should also be accessible at Union level through the system of interconnection of registers in the same way as for limited liability companies, with certain information to be made available free of charge, and they should be unequivocally identified through the EUID.
Removed:Recital 22: (22) In addition to common standards for checking company information before it is entered into the register, it is necessary to ensure that the information in the register is kept up to date. The Financial Action Task Force recommendation 24 ‘Transparency and beneficial ownership of legal persons’, as revised in March 2022, includes requirements that company information in business registers be kept accurate and up to date. It is also in companies’ interest to make sure that their information is updated in the register because this information, including the EU Company Certificate, can be relied on by third parties. Therefore, companies should be required to disclose changes to company information without unnecessary delay and the registers should record and make available such changes in a timely manner. While the deadline for the publication of accounting documents is regulated by Directive 2013/34/EU of the European Parliament and of the Council55 , the registers should also make them publicly available without unnecessary delay.
Added:Recital 20: (20) In order to avoid unnecessary burden, the obligation to update the group information, once per year where applicable, should be on the ultimate parent or, where applicable, on the intermediate parent or on the subsidiary company governed by the law of a Member State. In addition, each subsidiary company should be responsible for keeping the information related to its affiliation to the group in its register up to date.
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Removed:Recital 24: (24) In the single market, companies should be able to prove that their company is legally incorporated in a Member State through simple and reliable means, which are recognised cross-border by other Member States. Therefore, a harmonised EU Company Certificate should be established and disclosed in the register of the company. Companies could apply for such an EU Company Certificate to use it for different purposes, including for administrative procedures before national authorities and court proceedings in other Member States or before EU institutions and bodies. Such EU Company Certificate should be issued and certified by the national business registers, should include essential company information used by companies in cross-border situations, including the company name, its registered office and legal representatives, and should be available in all official languages of the Union. The electronic EU Company Certificate should be authenticated by using trust services as referred to in Regulation (EU) No 910/201456 . This EU Company Certificate should also be accessible free of charge to third parties, including authorities, which need reliable essential information about companies. Registers should be required to provide, upon request, each company registered in that register with its own EU Company Certificate free of charge. Registers and authorities in other Member States should accept an EU Company Certificate in accordance with this Directive.
Added:Recital 22: (22) In addition to common standards for checking company information before it is entered into the register, it is necessary to ensure that the information in the register is kept up to date. The Financial Action Task Force recommendation 24 ‘Transparency and beneficial ownership of legal persons’, as revised in March 2022, includes requirements that company information in business registers be kept accurate and up to date. It is also in companies’ interest to make sure that their information is updated in the register because this information, including the EU Company Certificate, can be relied on by third parties. Therefore, companies should be required to disclose changes to company information without unnecessary delay and the registers should record and make available such changes in a timely manner. While the deadline for the publication of accounting documents is regulated by Directive 2013/34/EU of the European Parliament and of the Council55, the registers should also make them publicly available without unnecessary delay.
Added:Recital 23 a (new): (23a) Company law should not be a means that permits the circumvention of important Union and Member State laws that protect the public interest. Therefore, the legality of corporate transactions and procedures with effect for the internal market and their compliance with applicable Union and national law should be checked in the public interest by public gatekeepers under Union or Member States’ public supervision.
Added:Recital 24: (24) In the single market, companies should be able to prove that their company is legally incorporated in a Member State through simple and reliable means, which are recognised cross-border by other Member States. Therefore, a harmonised EU Company Certificate should be established and disclosed in the register of the company. Companies could apply for such an EU Company Certificate to use it for different purposes, including for administrative procedures before national authorities and court proceedings in other Member States or before EU institutions and bodies. Such EU Company Certificate should be issued and certified by the national business registers, should include essential company information used by companies in cross-border situations, including the company name, its registered office and legal representatives, and should be available in all official languages of the Union. The electronic EU Company Certificate should be authenticated by using trust services as referred to in Regulation No 910/201456 . This EU Company Certificate should also be accessible free of charge to third parties, including authorities and employee representatives, which need reliable essential information about companies. Registers should be required to provide, upon request, each company registered in that register with its own EU Company Certificate free of charge. Registers and authorities in other Member States should accept an EU Company Certificate in accordance with this Directive.
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Change 5
Changed:Recital 30: (30) In order to help companies, and in particular SMEs, to expand their business activities cross-border more easily, the ‘once-only’ principle should be further developed in cases where companies register branches in another Member State. The information about the company registering the cross-border branch should be retrieved electronically from the register of the company by the register of the branch through the system of interconnection of registers.registers; however, it should be possible to use other means to exchange documents and information in parallel to the use of electronic means. This exchange of information, as any other exchange of information between registers through the system of interconnection of registers, will be carried out via secure transmission between national registers, which ensures that the information can be trusted and should not be required to be certified or subject to any legalisation or similar formality. Documents or information transmitted as part of electronic communication through the system of interconnection of registers should not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They should have the same legal effectvalue as that provided by the register of the Member State where the company in question is registered.
Change 6
Added:Recital 38: (38) The Commission should carry out an evaluation of this Directive within five years of the end of its transposition period. Pursuant to paragraph 22 of the Interinstitutional Agreement of 13 April 2016 on Better Law-Making, that evaluation should be based on the five criteria of efficiency, effectiveness, relevance, coherence and value added and should provide the basis for impact assessments of possible further measures. The evaluation should cover the practical experience with the EU Company Certificate, digital EU power of attorney and the reduced formalities in cross-border situations for companies. In addition, the Commission should assess the potential for cross-sector interoperability between the system of interconnection of registers (BRIS) and other systems providing mechanisms for cooperation between competent authorities, such as in the areas of taxation or social security or the Once-only Technical System established under Regulation (EU) 2018/1724 of the European Parliament and of the Council64 , with the aim of creating more connected public administrations cross-border in the single market65 . Finally, the Commission should also assess the need to introduce additional measures to fully address the needs of persons with disabilities when they access company information provided by the business registers.
Change 7
Changed:Article 2 – paragraph 1 – point 5, Article 10 – paragraph 1: 1. Member States shall provide for preventive administrative, judicial or notarial control, or any combination thereof, at the time of the formation of a company, of the instrument of constitution, the company statutes and any amendments to those documents. This is without prejudice to national laws that, in accordance with Member States’ legal systems, require that those documents are to be drawn up and certified in due legal form.
Change 8
Removed:Article 2 – paragraph 1 – point 5, Article 10 – paragraph 4 – subpargraph 1: The rules laid down in Article 13g(3), points (a), (d), (e), (f), Article 13g(4), points (b) and (c), and Article 13g(5) and (7), shall apply mutatis mutandis to other forms of formation of the companies listed in Annexes II and IIB that are not fully online.
Added:Article 2 – paragraph 1 – point 5, Article 10 – paragraph 3: 3. Member States may waive the obligation to perform the legality check under paragraph 2, point (b), of this Article where templates referred to in Article 13h are used by applicants.
Change 9
Removed:Article 2 – paragraph 1 – point 12 – point a, Article 13g – paragraph 2a – subparagraph 3a: Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They shall have the same legal effect as that provided by the register of the Member State where the company in question is registered.
Added:Article 2 – paragraph 1 – point 5, Article 10 – paragraph 4 – subpargraph 1: The rules laid down in Article 13c, Article 13g(3), points (a), (d), (e), (f), Article 13g(4), points (b) and (c), and Article 13g(5) and (7), shall apply mutatis mutandis to other forms of formation of the companies listed in Annexes II and IIB that are not fully online.
Change 10
Removed:Article 2 – paragraph 1 – point 16, Article 14a – paragraph 1– point f: (f) information about the partners with unlimited liability, indicating their liability status as unlimited, as well as information about the partners with limited liability, indicating the maximum possible extent of their liability;
Added:Article 2 – paragraph 1 – point 12 – point a, Article 13g – paragraph 2a – subparagraph 1: Member States shall ensure that, where a company listed in Annex II or IIB forms a company in another Member State, the register of the Member State where the company is being formed is to retrieve, through the system of interconnection of registers referred to in Article 22, the documents and information about the founder company relevant for the procedure of formation available in the register of the Member State where that company is registered, and the company shall not be requested to provide that information or those documents. The register may also retrieve the EU Company Certificate under Article 16b. The register may nevertheless use other means to retrieve the documents and information about the founder company, in parallel to using the system of interconnection of registers referred to in Article 22.
Change 11
Removed:Article 2 – paragraph 1 – point 16, Article 14a – paragraph 1 – point g: (g) the instrument of constitution, and the statutes if they are contained in a separate instrument
Added:Article 2 – paragraph 1 – point 12 – point a, Article 13g – paragraph 2a – subparagraph 3 a (new): Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They shall have the same legal value as that provided by the register of the Member State where the company in question is registered.
Change 12
Removed:Article 2 – paragraph 1 – point 16, Article 14b – paragraph 6: 6. The ultimate parent company or, where applicable, the intermediate parent company or the subsidiary company referred to in paragraph 2 shall update the information required in paragraphs 1 to 3.
Added:Article 2 – paragraph 1 – point 15 – point b, Article 14 – paragraph 2 – point m a (new): (ma) the object and the sectors of activity of the company, with the use of the Statistical Classification of Economic Activities in the European Community (NACE), where these codes are used according to applicable laws of a Member State;
Change 13
Removed:Article 2 – paragraph 1 – point 16, Article 14b – paragraph 8: 8. In the case of changes to the information referred to in paragraph 5, each subsidiary company of the group governed by the law of a Member State, including any intermediate parent company, shall disclose such changes in the register where it is registered within a deadline of two weeks as from the date the changes were made, or from the date it was made aware of the changes.
Added:Article 2 – paragraph 1 – point 16, Article 14a – paragraph 1– point f: (f) the total amount of the contributions of the partners and information about the partners with unlimited liability, indicating their liability status as unlimited, as well as information about the partners with limited liability, indicating the maximum possible extent of their liability;
Change 14
Removed:Article 2 – paragraph 1 – point 17, Article 15 – paragraph 2 – point a: (a) that any changes to the documents and information on companies listed in Annex II and IIB shall be filed with the register within a time period not exceeding 15 working days as from the date the changes were made. This time period shall not apply to changes to the information to be disclosed under Article 14b and accounting documents referred to in Article 14, point (f), and Article, 14a point (l);
Added:Article 2 – paragraph 1 – point 16, Article 14a – paragraph 1 – point g: (g) the instrument of constitution, and the statutes if they are contained in a separate instrument;
Change 15
Added:Article 2 – paragraph 1 – point 16, Article 14b – paragraph 1 – point d: (d) the name of the group, if such a name exists and is different from the name of the ultimate parent company.
Added:Directive (EU) 2017/1132
Added:Article 2 – paragraph 1 – point 16, Article 14b – paragraph 6: 6. The ultimate parent company or, where applicable, the intermediate parent company or the subsidiary company referred to in paragraph 2 shall once per year, and no later than the due date for the filing of the accounting documents and, if no such disclosure is required, by the end of the financial year, update the information required in paragraphs 1 to 3, where applicable.
Added:Directive (EU) 2017/1132
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Added:Article 2 – paragraph 1 – point 16, Article 14b – paragraph 8: 8. In the case of changes to the information referred to in paragraph 5, each subsidiary company of the group governed by the law of a Member State, including any intermediate parent company, shall disclose such changes in the register where it is registered within a deadline of two weeks as from the date the changes were made, or from the date it was made aware of the changes,
Added:Directive (EU) 2017/1132
Added:Article 2 – paragraph 1 – point 16, Article 14b – paragraph 11a (new): 11a. Member States may choose to disclose the information in accordance with this Article in a register referred to in Article 16.
Added:Directive (EU) 2017/1132
Added:Article 2 – paragraph 1 – point 16, Article 14b a (new): Article 14b a / Documents and information to be disclosed by cooperatives / In Member States where information on cooperatives is included in company registers, the disclosure of the following information shall be compulsory: / (a) the name of the cooperative; / (b) the legal form of the cooperative; / (c) the registered office of the cooperative and the Member State where it is registered; / (d) any change of the registered office of the cooperative; / (e) the registration number of the cooperative; / (f) the instrument of constitution, and the statutes if they are contained in a separate instrument, if these documents are required by national law; / (g) any amendments to the instruments referred to in point (f), including any extension of the duration of the cooperative; / (h) after every amendment of the instrument of constitution or of the statutes, the complete text of the instrument or statutes as amended to date; / (i) the particulars of the persons who are authorised to represent the cooperative in dealings with third parties and information as to whether the partners authorised to represent the cooperative may do so alone or are required to act jointly; / (j) the winding-up of the cooperative; / (k) any declaration of nullity of the cooperative by the courts; / (l) the particulars of the liquidators and their respective powers, unless such powers are expressly and exclusively derived from law or from the statutes of the cooperative; / (m) any termination of a liquida…
Added:Directive (EU) 2017/1132
Added:Article 2 – paragraph 1 – point 17, Article 15 – paragraph 2 – point a: (a) that any changes to the documents and information on companies listed in Annex II and IIB are filed with the register within a time period not exceeding 15 working days as from the date the changes were made. This time period shall not apply to changes to the information to be disclosed under Article 14b and accounting documents referred to in Article 14, point (f), and Article, 14a point (l);
Added:Directive (EU) 2017/1132
Added:Article 2 – paragraph 1 – point 17, Article 15 – paragraph 2 – point b: (b) that any changes in the documents and information regarding companies listed in Annexes II and IIB are entered in the register and are disclosed, in accordance with Article 16(3), within 5 working days from the date of the completion of all formalities required for the filing, including the receipt of all documents and information, which comply with national law. Exceptionally, where necessary due to the complexity of the checks to be conducted in accordance with Article 10, that deadline may be extended by 10 working days;
Added:Directive (EU) 2017/1132
Change 16
Changed:Article 2 – paragraph 1 – point 21, Article 16b – paragraph 1 – subparagraph 1: 1. Member States shall ensure that the registers referred to in Article 16 issue the EU Company Certificate about companies listed in Annexes II and IIB. The EU Company Certificate shall be accepted in all Member States as sufficient evidence of the incorporation of the company and of the information listed in paragraphs 2 and 3 of this Article, respectively, which is held by the register where the company is registered at the time of the issuance.
Change 17
Changed:Article 2 – paragraph 1 – point 21, Article 16b – paragraph 1 – subparagraph 21 a (new): AWhere a Member StateState, maybased decideon toobjective onlycriteria recognisesuch registeras datathe fromcompleteness Memberof Statesthe legality check referred to in Article 10(2), has reasonable doubts as evidenceto wherewhether the registerdocuments dataand information stored in the register of thoseanother Member States areState subjecthave toundergone a preventive control in accordance with Article 10 which is functionally equivalent levelto ofthat preventivegenerally scrutinyensured beforeby theyMember areStates enteredin intoline with the registerprinciple of the Membermutual Statetrust, concerned,that takingMember intoState accountshall objectiverequest criteriaan suchassessment asof the reliability of identity andthat legalitypreventive checks.control Memberby Statesthe shallCommission. notifyWhere the Commission ofconfirms anythat registerssuch whosepreventive datacontrol shallis not befunctionally recognisedequivalent, asthat evidence.Member TheState Commissionor shallother publishMember theStates listmay ofdecide registersnot onto accept the portaldocuments and information concerned as evidence in allthat officialand languagesother Member States until the equivalence of the Union.preventive control mechanism is re-established in accordance with the Commission’s assessment.
Change 18
Changed:Article 2 – paragraph 1 – point 21, Article 16b – paragraph 2 – point f: (f) the postal orand contact address of the company, where such details are recorded in the national register;
Change 19
Changed:Article 2 – paragraph 1 – point 21, Article 16b -– paragraph 2 -– point j: (j) the status of the company, such as when it is closed, struck off the register, wound up, dissolved, undergoing insolvency proceedings, economically active or inactive as defined in national law and where such details are recorded in the national register;
Change 20
Removed:Article 2 – paragraph 1 – point 21, Article 16b – paragraph 5 – subparagrph 2: Member States shall ensure that each company listed in Annexes II and IIB as well as third parties, including authorities, which need reliable essential information about companies, may obtain its EU Company Certificate in electronic format free of charge.
Added:Article 2 – paragraph 1 – point 21, Article 16b – paragraph 2 – point l: (l) the object and the sectors of activity of the company, with the use of the Statistical Classification of Economic Activities in the European Community (NACE), where these codes are used pursuant to applicable national law;
Change 21
Added:Article 2 – paragraph 1 – point 21, Article 16b – paragraph 2 – point n: deleted
Added:Directive (EU) 2017/1132
Added:Article 2 – paragraph 1 – point 21, Article 16b – paragraph 5 – subparagraph 2: Member States shall ensure that each company listed in Annexes II and IIB, as well as third parties which need reliable essential information about companies, may obtain its EU Company Certificate in electronic format free of charge.
Added:Directive (EU) 2017/1132
Change 22
Changed:Article 2 – paragraph 1 – point 21, Article 16c – paragraph 1 – subparagraph 2: The digital EU power of attorney shall be drawn up and revoked in accordance with national legal and formal requirements. The national requirements for drawing up the digital EU power of attorney shall at least include the verification of the identity, legal capacity and authority to represent the company of the person granting the power of attorney.attorney by courts, administrative authorities or notaries, in accordance with national law. In addition, the digital EU power of attorney shall be signed by the person granting the EU power of attorney using qualified electronic signatures. In cases where the digital EU power of attorney is certified or authenticated, the certifying or authenticating authority shall use a qualified electronic signature or seal, including its specific attributes in accordance with Regulation (EU) No 910/2014.
Change 23
Added:Article 2 – paragraph 1 – point 21, Article 16c – paragraph1 – subparagraph 3: Member States shall ensure that the digital EU power of attorney is authenticated in accordance with the assurance level ‘high’ by means of trust services referred to in Regulation (EU) No 910/2014, and compatible with the European Digital Identity Wallet referred to in [PO: Reference to Proposal for a Regulation of the European Parliament and of the Council amending Regulation (EU) No 910/2014 as regards establishing a framework for a European Digital Identity].
Added:Directive (EU) 2017/1132
Change 24
Changed:Directiv(EU)Directive (EU) 2017/1132
Change 25
Added:Article 2 – paragraph 1 – point 21, Article 16c – paragraph 2: 2. The digital EU power of attorney disclosed in accordance with paragraph 1 shall be accepted as evidence of the authorised person’s entitlement to represent the company as specified in the document and as disclosed in the file referred to in Article 16(1).
Added:Directive (EU) 2017/1132
Change 26
Added:Article 2 – paragraph 1 – point 21, Article 16c – paragraph 4: 4. Competent authorities, registers referred to in Article 16, or any other third party who can demonstrate legitimate interest, shall have access to the digital EU power of attorney in the register of the company. Any charge for accessing such document shall be proportionate to the actual cost for the register.
Added:Directive (EU) 2017/1132
Change 27
Changed:Article 2 – paragraph 1 – point 21, Article 16e – paragraph 4: 4. The requesting authority may decide not to accept the copies and extracts of documents and information only if their authenticity and accuracy is not confirmed by the register from which it requests information pursuant to paragraph 2. In such case, they shall notify those who submitted such documents and information of that decision within 5 working days of receiving the reply from the contact points.
Change 28
Removed:Article 2 – paragraph 1 – point 32, Article 28a – paragraph 5a – subparagraph 1: Member States shall ensure that where a company listed in Annexes II or IIB registers a branch in another Member State, the register where the branch is being registered shall retrieve through the system of interconnection of registers the documents and information about the company relevant for the procedure of registration available in the register of the Member State where that company is registered, and the company shall not be requested to provide those. The register may also retrieve the EU Company Certificate under Article 16b. Member States shall also apply this paragraph to any other forms of registration of branches than fully online. Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They shall have the same legal effect as that provided by the register of the Member State where the company in question is registered.
Added:Article 2 – paragraph 1 – point 23 a (new), Article 19 – paragraph 2 – point f a (new): (23a) In Article 19, paragraph 2, the following point is inserted: / (fa) the number of employees of the company, where this information is available in the company's financial statements as required by national law;
Added:Directive (EU) 2017/1132
Added:Article 2 – paragraph 1 – point 29, Article 28 – paragraph 1 – introductory part: Member States shall provide for effective, proportionate and dissuasive penalties, including pecuniary penalties, at least in the case of:
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Added:Directive (EU) 2017/1132
Added:Article 2 – paragraph 1 – point 29, Article 28 – paragraph 2: Member States shall take all the measures necessary to ensure that those penalties are enforced. In determining their nature and appropriate level, due account shall be taken of the seriousness and duration of the infringement, of any previous infringements and of the company's turnover;
Added:Directive (EU) 2017/1132
Added:Article 2 – paragraph 1 – point 30, Article 28a – paragraph 4 – point c: (c) verify the legality of the documents and information submitted for the registration of the branch, save the documents and information retrieved from the register of the company in accordance with paragraph 5a;
Added:Directive (EU) 2017/1132
Added:Article 2 – paragraph 1 – point 32, Article 28a – paragraph 5a – subparagraph 1: Member States shall ensure that where a company listed in Annexes II or IIB registers a branch in another Member State, the register where the branch is being registered shall retrieve through the system of interconnection of registers the documents and information about the company relevant for the procedure of registration available in the register of the Member State where that company is registered, and the company shall not be requested to provide those. The register may also retrieve the EU Company Certificate under Article 16b. Member States shall also apply this paragraph to any other forms of registration of branches than fully online. Member States may nevertheless also use other means of communication, in parallel to using the system of interconnection of registers. Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They shall have the same legal value as that provided by the register of the Member State where the company in question is registered.
Added:Directive (EU) 2017/1132
Added:Article 2 – paragraph 1 – point 36, Article 40 – subparagraph 1: Member States shall provide for effective, proportionate and dissuasive penalties, including pecuniary penalties, in the event of failure to disclose the matters set out in Articles 29, 30, 31, 36, 37 and 38 and of omission from letters and order forms of the compulsory information provided for in Articles 35 and 39.
Added:Directive (EU) 2017/1132
Added:Article 2 – paragraph 1 – point 36, Article 40 – subparagraph 2: Member States shall take all the measures necessary to ensure that those penalties are enforced. In determining their nature and appropriate level, due account shall be taken of the seriousness and duration of the infringement, of any previous infringements and of the company's turnover.
Added:Article 4 – paragraph 3 – point b a (new): (ba) factors that promote or dissuade the use of digital tools and processes in company law