Service Case 1: Transfer of Registered Office
Enabling cross-border interoperability of business registers throughout Europe to implement recent and forthcoming legislation.
A European citizen of a Member State is not only a citizen of his own nation but also of Europe, with fundamental rights of free movement and establishment of residence throughout the Community granted by the Treaty. But a European business wishing to transfer its residence (its registered office) from one member state to another – for example, to adapt its location or organisational structure to market changes –is fettered by a web of restrictive and often contradictory national laws that in most cases render it effectively impossible. De facto today, a company, unlike a citizen, does not yet have a true European identity, but only a national one.
Yet this was not the intention of Article 48 of the Treaty, which explicitly states that "companies or firms formed in accordance with the law of a member state and having their registered office within the community, shall be treated in the same way as natural persons who are nationals of member states for the purpose of applying the Treaty’s rules on the right of establishment". Aware of the inability of European businesses today to exploit one of their fundamental rights under the Treaty, the Commission has undertaken a number of important initiatives that define the basic procedures for transfer of registered office – for example, transfer proposal, general assembly, changes in company statutes for compliance, etc. – that will finally enable a true European identity for companies.
But a service realising the implementation of these procedures will require a high degree of coordination among business registers throughout Europe, and will require significant advances in interoperability at technical, semantic, and organisational levels.
Clearly the procedures generate requirements for business registers to exchange documentation for the companies involved, much of which is defined and regulated in separate national contexts and often with different semantic connotations. Equally challenging, both from a process and semantic perspective, are the many constraints and additional procedural requirements that may arise in out of national contexts taken both individually and in combination. Several issues of cross-organisational interoperability – not only among business registers but also with other governmental entities – must also be addressed.
The eGovernment service case Transfer of Registered Office will not only provide an urgently needed implementation of Community policy, but also will be a driving force behind the research and technological objectives of BRITE.
Related deliverable:
Related documents:
- Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies
- Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE)
Initial implementation in Sweden, Norway, and Ireland.
Lead partner: Bolagsverket.
Contact: Mr. Roland Höglund
