LegalizeCommission Implementing Regulation (EU) 2021/1042 of 18 June 2021 laying down rules for the application of Directive (EU) 2017/1132 of the European Parliament and of the Council as regards technical specifications and procedures for the system of interconnection of registers and repealing Commission Implementing Regulation (EU) 2020/2244 (Text with EEA relevance)
This is the act as published. Later amendments are not folded into the text below: each one is a separate act in this repository and an entry in this law's history.
| 25.6.2021 | EN | Official Journal of the European Union | L 225/7 |
THE EUROPEAN COMMISSION,
Having regard to the Treaty on the Functioning of the European Union,
Having regard to Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law 1, and in particular Articles 13i(5) and 24 thereof,
Whereas:
- (1) Commission Implementing Regulation (EU) 2015/884 2 set out the technical specifications and procedures required for the system of interconnection of registers established by Directive 2009/101/EC of the European Parliament and of the Council 3, which has been codified and repealed by Directive (EU) 2017/1132. Further procedures for the system of interconnection of registers have subsequently been introduced in Directive (EU) 2017/1132 by Directive (EU) 2019/1151 of the European Parliament and of the Council 4. Commission Implementing Regulation (EU) 2020/2244 5 set out the corresponding technical specifications and procedures and repealed Implementing Regulation (EU) 2015/884. Finally, new procedures for the system of interconnection of registers have been introduced in Directive (EU) 2017/1132 by Directive (EU) 2019/2121 of the European Parliament and of the Council 6 together with a requirement for the Commission to adopt an implementing act setting out the corresponding technical specifications and procedures by 2 July 2021.
- (2) It is necessary to lay down technical specifications defining the methods of exchange of information between the register of the company and the register of the branch in case a branch is opened or closed or when changes occur in the data and information of the company.
- (3) There is a need to specify what should be the detailed list of data when providing information between the register of the company and the register of the branch in order to ensure efficient exchange of data.
- (4) The procedure and technical requirements for the connection of the optional access points for Commission or other Union institutions, bodies, offices or agencies to the platform needs to be specified to ensure consistent rules for the establishment of such access points.
- (5) For the exchange of information on disqualified directors established by Directive (EU) 2019/1151 detailed arrangements and technical details need to be laid down to ensure effective, efficient and prompt exchange of information.
- (6) There is a need to specify what should be the detailed list of data to be transmitted for the purpose of exchanging information between registers and for the purposes of disclosure as referred to in Articles 86g, 86n, 86p, 123, 127a, 130, 160g, 160n and 160p of Directive (EU) 2017/1132, in order to ensure efficient exchange of data in cross-border operations.
- (7) In order to ensure clarity and legal certainty, all the procedures and technical specifications for the system of interconnection of registers required by Directive (EU) 2017/1132 should be included in a single Implementing Regulation. Implementing Regulation (EU) 2020/2244 should therefore be repealed and the technical specifications and procedures set out in that Implementing Regulation should be included in this Regulation.
- (8) Any processing of personal data under this Regulation is subject to Regulation (EU) 2016/679 of the European Parliament and of the Council 7 and Regulation (EU) 2018/1725 of the European Parliament and of the Council 8, as applicable.
- (9) The European Data Protection Supervisor was consulted in accordance with Article 42(1) of Regulation (EU) 2018/1725 and delivered an opinion on 10 March 2021.
- (10) The measures provided for in this Regulation are in accordance with the opinion of the Committee on the Interconnection of Central, Commercial and Companies Registers,
HAS ADOPTED THIS REGULATION:
Article 1
The technical specifications and procedures for the system of interconnection of registers referred to in Article 22(2) of Directive (EU) 2017/1132 are set out in the Annex.
Article 2
Implementing Regulation (EU) 2020/2244 is repealed.
References to the repealed Implementing Regulation (EU) 2015/884 and to Implementing Regulation (EU) 2020/2244 shall be construed as references to this Regulation.
Article 3
This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.
This Regulation shall be binding in its entirety and directly applicable in all Member States.
Done at Brussels, 18 June 2021.
For the Commission
The President
Ursula VON DER LEYEN
2
Commission Implementing Regulation (EU) 2015/884 of 8 June 2015 establishing technical specifications and procedures required for the system of interconnection of registers established by Directive 2009/101/EC of the European Parliament and of the Council (OJ L 144, 10.6.2015, p. 1).
3
Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009 on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty with a view to making such safeguards equivalent (OJ L 258, 1.10.2009, p. 11).
4
Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law (OJ L 186, 11.7.2019, p. 80).
5
Commission Implementing Regulation (EU) 2020/2244 of 17 December 2020 laying down rules for the application of Directive (EU) 2017/1132 of the European Parliament and of the Council as regards technical specifications and procedures for the system of interconnection of registers and repealing Commission Implementing Regulation (EU) 2015/884 (OJ L 439, 29.12.2020, p. 1).
6
Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (OJ L 321, 12.12.2019, p. 1).
7
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).
8
Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39).
ANNEX
Technical specifications and procedures
Where reference is made in this Annex to ‘registers’, it is to be understood as ‘central, commercial and companies registers’.
The system of interconnection of registers is in this Annex referred to as the ‘Business Registers Interconnection System (BRIS)’.
1. Methods of communication
BRIS shall use service-based methods of electronic communication, such as Web-services, for the purpose of interconnection of registers.
The communication between the portal and the platform, and between a register and the platform, shall be one-to-one communication. The communication from the platform to the registers may be one-to-one or one-to-many.
2. Communication protocols
Secure internet protocols, such as Hypertext Transfer Protocol Secure (HTTPS), shall be used for the communication between the portal, the platform, the registers and the optional access points.
Standard communication protocols, such as Simple Object Access Protocol (SOAP), shall be used for the transmission of structured data and metadata.
3. Security standards
For the communication and distribution of information via BRIS, the technical measures for ensuring minimum information technology security standards shall include:
- (a) measures to ensure confidentiality of information, including by using secure channels (HTTPS);
- (b) measures to ensure the integrity of data while being exchanged;
- (c) measures to ensure the non-repudiation of origin of the sender of information within BRIS and the non-repudiation of receipt of information;
- (d) measures to ensure logging of security events in line with recognized international recommendations for information technology security standards;
- (e) measures to ensure the authentication and authorisation of any registered users and measures to verify the identity of systems connected to the portal, the platform or the registers within BRIS.
4. Methods of exchange of information between the register of the company and the register of the branch
4.1. Branch disclosure notification
The following method shall be used for the exchange of information between the register of the company and the register of the branch in accordance with Articles 20 and 34 of Directive (EU) 2017/1132:
- (a) The register of the company shall make available, without delay, to the platform the information on the opening and termination of any winding-up or insolvency proceedings and on the striking-off of the company (‘disclosed information’);
- (b) To ensure receipt without delay of the disclosed information, the register of the branch shall request that information from the platform. That request may consist of indicating to the platform the companies on which the register of the branch is interested to receive disclosed information;
- (c) Upon that request, the platform shall ensure that the register of the branch has access to the disclosed information without delay.
4.2. Branch registration notification
The following method shall be used for the exchange of information between the register of the branch and the register of the company in accordance with Article 28a of Directive (EU) 2017/1132:
- (a) The register of the branch shall send a message, without delay, through BRIS to the register of the company (‘branch registration notification’);
- (b) Upon receipt of the notification, the register of the company shall, without delay, send a message acknowledging the receipt of the notification (‘acknowledgement of receipt of branch registration notification’).
4.3. Branch closure notification
The following method shall be used for the exchange of information between the register of the branch and the register of the company in accordance with Article 28c of Directive (EU) 2017/1132:
- (a) The register of the branch shall send a message, without delay, through BRIS to the register of the company (‘branch closure notification’);
- (b) Upon receipt of the notification, the register of the company shall, without delay, send a message acknowledging the receipt of the notification (‘acknowledgement of receipt of branch closure notification’).
4.4. Notification on changes to documents and information about the company
The following method shall be used for the exchange of information between the register of the company and the register of the branch in accordance with Article 30a of Directive (EU) 2017/1132:
- (a) The register of the company shall make available, without delay, to the platform the information on changes to documents and information about the company (‘disclosed information’). The message format shall make it possible to include attachments;
- (b) To ensure receipt without delay of the disclosed information, the register of the branch shall request that information from the platform. That request may consist of indicating to the platform the companies on which the register of the branch is interested to receive disclosed information:
- (c) Upon that request, the platform shall ensure that the register of the branch has access to the disclosed information without delay.
- (d) Upon receipt of the disclosed information, the register of the branch shall, without delay, send a message acknowledging the receipt of the notification (‘acknowledgement of receipt on the notification on changes to documents and information of the company’).
4.5. Communication errors
Appropriate technical measures and procedures shall be in place to handle any communication error between the register and the platform.
5. List of data to be exchanged between registers
5.1. Branch disclosure notification
For the purposes of this Annex, the exchange of information between registers set out in Articles 20 and 34 of Directive (EU) 2017/1132 shall be referred to as ‘branch disclosure notification’. The proceeding triggering that notification shall be referred to as ‘branch disclosure event’.
For each branch disclosure notification referred to in point 4.1, Member States shall exchange the following data:
| Data type | Description | Cardinality9 | Additional description |
|---|---|---|---|
| Issuance Date and Time | Date and time when the notification was sent | 1 | Date and Time |
| Issuing Organisation | Name/Identifier of the organisation that issues this notification | 1 | Party data structure |
| Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
| Proceeding-related data | 1 | Group of Elements | |
| Effective Date | Date when the proceeding affecting the company has come into effect | 1 | Date |
| Proceeding Type | Type of proceeding leading to a branch disclosure event as referred to in Article 20 of Directive (EU) 2017/1132 | 1 | Code (Winding-up Opening Winding-up Termination Winding-up Opening and Termination Winding-up Revocation Insolvency Opening Insolvency Termination Insolvency Opening and Termination Insolvency Revocation Striking-off) |
| Company data | 1 | Group of Elements | |
| EUID | Unique identifier of the company making subject of this notification | 1 | Identifier See section 9 of this Annex for structure of the EUID |
| Alternate ID | Other identifiers of the company (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the company making subject of this notification | 1 | Text |
| Registered Office | Registered office of the company | 1 | Text |
| Register Name | Name of the register where the company is registered | 1 | Text |
The notification message may also include technical data necessary for the proper transmission of the message.
The exchange of information shall also include technical messages necessary for the acknowledgement of receipt, logging and reporting purposes.
5.2. Branch registration notification
For each branch registration notification referred to in point 4.2, Member States shall exchange the following data:
| Data type | Description | Cardinality10 | Additional description |
|---|---|---|---|
| Issuance Date and Time | Date and time when the notification was sent | 1 | Date and Time |
| Issuing Organisation | Name/Identifier of the organisation that issues this notification | 1 | Party data structure |
| Recipient Organisation | Name/Identifier of the register where the company is registered | 1 | Party data structure |
| Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
| Branch data | 1 | Group of Elements | |
| Date of registration | Date when the branch was registered. | 1 | Date |
| Effective date | Date when the opening of the branch becomes effective, if available | 0 | Date |
| Name of the branch if it is different from the company name | Name of the branch subject of the notification. If it is the same as the company this field should be left empty | 0 | Text As referred to in Article 30(1)(d) of Directive (EU) 2017/1132 |
| Additional names of the branch | If the branch has more than one name, the additional names can be included. | 0…n | Text |
| EUID | Unique identifier of the branch subject of this notification | 1 | Identifier |
| Address of the branch | Address of the branch subject of the notification | 1 | Full address |
| Company data | 1 | Group of Elements | |
| EUID | Unique identifier of the company to which the branch belongs | 1 | Identifier |
| Alternate ID | Other identifiers of the company (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form | 0 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the company subject of this notification | 0 | Text |
The notification message may also include technical data necessary for the proper transmission of the message.
The exchange of information shall also include technical messages necessary for the acknowledgement of receipt, logging and reporting purposes.
5.3. Branch closure notification
For each branch closure notification referred to in point 4.3, Member States shall exchange the following data:
| Data type | Description | Cardinality11 | Additional description |
|---|---|---|---|
| Issuance Date and Time | Date and time when the notification was sent | 1 | Date and Time |
| Issuing Organisation | Name/Identifier of the organisation that issues this notification | 1 | Party data structure |
| Recipient Organisation | Name/Identifier of the register where the company is registered | 1 | Party data structure |
| Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
| Branch data | 1 | Group of Elements | |
| Date of striking off of the branch from the register | Date when the branch was stricken off from the register | 1 | Date |
| Effective date | Date when the closure of the branch becomes effective, if available | 0 | Date |
| Name of the branch if it is different from the company name | Name of the branch subject of the notification. If it is the same as the company this field should be left empty | 0 | Text As referred to in Article 30(1)(d) of Directive (EU) 2017/1132 |
| Additional names of the branch | If the branch has more than one name, the additional names can be included. | 0…n | Text |
| EUID | Unique identifier of the branch subject of this notification | 1 | Identifier |
| Company data | 1 | Group of Elements | |
| EUID | Unique identifier of the company to which the branch belongs to | 1 | Identifier |
| Alternate ID | Other identifiers of the company (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form | 0 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the company subject of this notification | 0 | Text |
The notification message may also include technical data necessary for the proper transmission of the message.
The exchange of information shall also include technical messages necessary for the acknowledgement of receipt, logging and reporting purposes.
5.4. Notification on changes to documents and information of the company
For each notification on changes to documents and information of the company referred to in point 4.4, Member States shall exchange the following data:
| Data type | Description | Cardinality12 | Additional description |
|---|---|---|---|
| Issuance Date and Time | Date and time when the notification was sent | 1 | Date and Time |
| Issuing Organisation | Name/Identifier of the organisation that issues this notification | 1 | Party data structure |
| Recipient Organisation | Name/Identifier of the register where the branch is registered | 1 | Party data structure |
| Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
| Proceedings-related data | 1 | Group of Elements | |
| Proceedings Type | Type of proceeding leading to a notification on changes to documents and information of the company | 1 | (a) change in the company’s name; (b) change in the company’s registered office; (c) change in the company’s registration number in the register; (d) change in the company’s legal form; (e) change in the documents and information referred to in point (d) of Article 14; (f) change in the documents and information referred to in point (f) of Article 14 |
| Date of registration | Date when the change to documents and information of the company was registered | 1 | Date |
| Effective date | Date when the change to documents and information of the company takes effect, if available | 0 | Date |
| Relevant data to be updated, depending on the Proceeding Type | Change in the company data | 1 | One of the following: (a) company’s new name and the previous name (b) company’s new registered office and the previous registered office; (c) company’s new registration number in the register and the previous registration number; (d) company’s new legal form and the previous legal form; (e) New documents and information referred to in point (d) of Article 14 (attachments possible), which shall include the following data: — whether it is a natural person or legal person. — In case of a natural person — Name, surname, — date of birth if available, otherwise the national identification number, — In case of a legal person: — name of the company — EUID of the company or, if available, other registration number if not a company listed in Annex II to Directive (EU) 2017/1132, — legal form — Notwithstanding whether it is a natural person or legal person: — Address (if available in the register). — whether it is an appointment or a termination, or an update to an existing appointment — whether the person falls under Article 14(d) (i) or 14(d) (ii), — in case of persons falling under 14(d) (i), whether alone or joint representation with the option to provide additional information, if needed, in a document or text, or, in other cases, a description provided in a document or a text — title — option to provide a document or a text describing possible restrictions to the power of representation (e.g. value and type of business). — option to provide only documents for the persons falling under Art 14(d)(ii) (f) new documents and information referred to in point (f) of Article 14 (attachments possible), which shall include the following metadata: financial year. |
| Additional data to be, provided optionally regarding point (d) of Article 14 | Change in the company data | 0…n | Optional data: — National personal identification number — Number of identification document (ID card, passport) — Nationality/ies — Place of birth |
| Company data | 1 | Group of Elements | |
| EUID | Unique identifier of the company to which the branch belongs | 1 | Identifier |
| Alternate ID | Other identifiers of the company (e.g. Legal Entity Identifier) | 0…n | Identifier |
The new documents and information referred to in point (f) of Article 14 of Directive (EU) 2017/1132 shall not be sent to the register of the branch if the Member State in question applies the option referred to in the second paragraph of Article 31 of that Directive.
The notification message may also include technical data necessary for the proper transmission of the message.
The exchange of information shall also include technical messages necessary for the acknowledgement of receipt, logging and reporting purposes.
6. Cross-border operations
6.1. Cross-border conversion
6.1.1. Disclosure
- (a) For the purposes of disclosure referred to in Article 86g(1) of Directive (EU) 2017/1132, the register of the departure Member State shall transmit and make accessible to the public through BRIS the following additional company data:
| Data type | Description | Cardinality13 | Additional description |
|---|---|---|---|
| Data and documents to be made publicly available through BRIS | 1 | Group of Elements | |
| Draft terms | Draft terms in the meaning of Article 86d of Directive (EU) 2017/1132 | 1 | Document |
| Other language version | Other language version of draft terms, if available | 0…n | Document |
| Declaration of the current financial status | Declaration to be provided if required under national law in accordance with Article 86j(2) of Directive (EU) 2017/1132 | 1 | Document |
| Notice | Notice under Article 86g(1)(b) of Directive (EU) 2017/1132 | 1 | Document and metadata with the following information: — Name of the company that carries out the cross-border conversion — Deadline for comments |
| Independent expert report | Independent expert report if required under national law in accordance with the second subparagraph of Article 86g(1) | 1 | Document |
- (b) For the purposes of disclosure referred to in Article 86g(3) of Directive (EU) 2017/1132, the register of the departure Member State shall transmit and make accessible to the public through BRIS the following additional company data:
| Data type | Data type | Description | Cardinality14 | Additional description |
|---|---|---|---|---|
| Data and documents to be made publicly available through BRIS | Data and documents to be made publicly available through BRIS | 1 | Group of Elements | |
| Company data | Company (means the company that carries out the cross-border conversion) as defined in Article 86b(1) of Directive (EU) 2017/1132 | 1 | Group of Elements | |
| Legal form | Type of legal form of the company that carries out the cross-border conversion | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 | |
| Name | Name of the company that carries out the cross-border conversion | 1 | Text | |
| Registered office | Registered office of the company that carries out the cross-border conversion | 1 | Text | |
| Registration number | Registration number of the company that carries out the cross-border conversion in the register | 1 | Identifier | |
| Register | Register in which the documents referred to in Article 14 are filed in respect of the company that carries out the cross-border conversion | 1 | Text | |
| Proposed data for the converted company | Converted company as defined in Article 86b(5) of Directive (EU) 2017/1132 | 1 | Group of Elements | |
| Proposed legal form | Proposed type of legal form for the converted company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 | |
| Proposed name | Proposed name for converted company | 1 | Text | |
| Proposed registered office | Proposed registered office for the converted company | 1 | Text | |
| Further data and documents | 1 | Group of Elements | ||
| Indication of the arrangements | Indication of the arrangements made for the exercise of the rights of creditors, employees and members, as referred to in Article 86g(3)(c) of Directive (EU) 2017/1132 | 1 | Document | |
| Details of the website | Details of the website as referred to in Article 86g(3)(d) of Directive (EU) 2017/1132 | 1 | Text |
6.1.2. Transmission of the pre-conversion certificate
- (a) For each transmission of the pre-conversion certificate referred to in the first subparagraph of Article 86n(1) of Directive (EU) 2017/1132, the register of the departure Member State shall, following the issuance of the certificate according to Article 86m(7), (10) and (11) of that Directive, send to the register of the destination Member State the following data:
| Data type | Description | Cardinality15 | Additional description |
|---|---|---|---|
| Issuance Date Time | Date and time when the transmission was made | 1 | Date and Time |
| Issuing organisation | Name/identifier of the organisation that carries out the transmission (Departure Business Register) | 1 | Party data structure |
| Recipient organisation | Name/identifier of the organisation the transmission is addressed to (Destination Business Register) | 1 | Party data structure |
| Company data | Company (means the company that carries out the cross-border conversion) as defined in Article 86b(1) of Directive (EU) 2017/1132 | 1 | Group of Elements |
| EUID | Unique identifier of the company that carries out the cross-border conversion | 1 | Identifier |
| Alternate ID | Other identifiers of the company that carries out the cross-border conversion (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form of the company that carries out the cross-border conversion | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the company that carries out the cross-border conversion | 1 | Text |
| Registered office | Registered office of the company that carries out the cross-border conversion | 1 | Text |
| Registration number | Registration number of the company that carries out the cross-border conversion in the register | 1 | Identifier |
| The proposed data of the converted company | Converted company as defined in Article 86b(5) of Directive (EU) 2017/1132 | 1 | Group of Elements |
| Proposed legal form | Proposed type of legal form for the converted company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Proposed name | Proposed name for the converted company | 1 | Text |
| Proposed registered office | Proposed registered office for the converted company | 1 | Text |
| Data and documents to be transmitted | 1 | Group of Elements | |
| Pre-conversion certificate | Pre-conversion certificate in the meaning of Article 86m of Directive (EU) 2017/1132 | 1 | Document |
| Competent authority | The authority that issued the certificate according to Article 86m of Directive (EU) 2017/1132 | 1 | Text |
| Date of issuance of the certificate | The date on which the certificate was issued | 1 | Date |
- b) For the purposes of making the pre-conversion certificate available through BRIS, according to the second subparagraph of Article 86n(1) of Directive (EU) 2017/1132 the register of the departure Member State shall transmit the following data:
| Data type | Description | Cardinality16 | Additional description |
|---|---|---|---|
| The proposed data of the converted company | Converted company as defined in Article 86b(5) of Directive (EU) 2017/1132 | 1 | Group of Elements |
| Proposed legal form | Proposed type of legal form for the converted company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Proposed name | Proposed name for the converted company | 1 | Text |
| Proposed registered office | Proposed registered office for the converted company | 1 | Text |
| Data and documents to be made publicly available through BRIS | 1 | Group of Elements | |
| Pre-conversion certificate | Pre-conversion certificate in the meaning of Article 86m of Directive (EU) 2017/1132 | 1 | Document and metadata with the following information: — competent authority — date of issuance of the certificate |
6.1.3. Registration
6.1.3.1. Cross-border conversion registration
The registers of the departure and the destination Member States shall make the following information publicly available and accessible through BRIS, according to article 86p(2) of Directive (EU) 2017/1132:
- (a) Data to be provided by the register of the destination Member State
| Data type | Description | Cardinality17 | Additional description |
|---|---|---|---|
| Data to be made available to BRIS | 1 | Group of Elements | |
| EUID | EUID of the company that carried out the cross-border conversion | 1 | Identifier |
| Data to be made publicly available and accessible through BRIS | 1 | Group of Elements | |
| Registration as a result of a cross-border conversion | That the registration of the converted company is the result of a cross-border conversion | 1 | Text |
| Date of registration | Date of registration of the converted company | 1 | Date |
| Registration number | Registration number of the company that carried out the cross-border conversion | 1 | Identifier |
| Company name | Name of the company that carried out the cross-border conversion | 1 | Text |
| Legal form | Type of legal form of the company that carried out the cross-border conversion | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
- (b) Data to be provided by the register of the departure Member State
The register of the departure Member State shall provide the relevant data upon receipt of the notification under 6.1.3.2.
| Data type | Description | Cardinality18 | Additional description |
|---|---|---|---|
| Data to be made available to BRIS | 1 | Group of Elements | |
| EUID | EUID of the converted company | 1 | Identifier |
| Data to be made publicly available and accessible through BRIS | 1 | Group of Elements | |
| Striking off or removal as a result of a cross-border conversion | That the striking off or removal from the register of the company that carried out the cross-border conversion is the result of a cross-border conversion | 1 | Text |
| Date | Date of striking off or removal of the company that carried out the cross-border conversion from the register | 1 | Date |
| Registration number | Registration number of the converted company | 1 | Identifier |
| Company name | Name of the converted company | 1 | Text |
| Legal form | Type of legal form of the converted company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
6.1.3.2. Cross-border conversion notification
For each cross-border conversion notification referred to in Article 86p(3) of Directive (EU) 2017/1132, the register of the destination Member State shall send to the register of the departure Member State the following data:
| Data type | Description | Cardinality19 | Additional description |
|---|---|---|---|
| Issuance Date Time | Date and time when the notification was sent | 1 | Date and Time |
| Issuing organisation | Name/identifier of the organisation that issued this notification (Destination Business Register) | 1 | Party data structure |
| Recipient Organisation | Name/identifier of the organisation this notification is addressed to (Departure Business Register) | 1 | Party data structure |
| Conversion related data | 1 | Group of Elements | |
| Effective date of the conversion | Date on which the cross-border conversion has taken effect | 1 | Date |
| Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
| Converted company data | Converted company as defined in Article 86b(5) | 1 | Group of Elements |
| EUID | Unique identifier of the converted company | 1 | Identifier |
| Alternate ID | Other identifiers of the converted company (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form of the converted company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the converted company | 1 | Text |
| Registered office | Registered office of the converted company | 1 | Text |
| Register Name | Name of the register where the converted company is registered | 1 | Text |
| Registration number | Registration number of the converted company in the register | 1 | Identifier |
| Company data | Company that carried out the cross-border conversion as defined in Article 86b(1) | 1 | Group of Elements |
| EUID | Unique identifier of the company that carried out the cross-border conversion | 1 | Identifier |
| Alternate ID | Other identifiers of the company that carried out the cross-border conversion (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form of the company that carried out the cross-border conversion | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the company that carried out the cross-border conversion | 1 | Text |
| Registered Office | Registered office of the company that carried out the cross-border conversion | 1 | Text |
| Register Name | Name of the register where the company that carried out the cross-border conversion was registered | 1 | Text |
| Registration number | Registration number of the company that carried out the conversion in the register | 1 | Identifier |
The notification message may also include technical data necessary for the proper transmission of the message.
The exchange of information shall also include technical messages necessary for the acknowledgement of receipt, logging and reporting purposes.
6.2. Cross-border merger
6.2.1. Disclosure
- (a) For the purposes of disclosure referred to in Article 123(1) of Directive (EU) 2017/1132, the register of the Member State of each of the merging companies shall transmit and make accessible to the public through BRIS the following additional company data:
| Data type | Description | Cardinality20 | Additional description |
|---|---|---|---|
| Data and documents to be made publicly available through BRIS | 1 | Group of Elements | |
| Common Draft terms | Common Draft terms in the meaning of Article 122 of Directive (EU) 2017/1132 | 1 | Document |
| Other language version of common draft terms | Other language version of common draft terms, if available | 0…n | Document |
| Declaration of the current financial status | Declaration to be provided if required under national law in accordance with Article 126b(2) of Directive (EU) 2017/1132 | 1 | Document |
| Notice | Notice under Article 123(1)(b) of Directive (EU) 2017/1132 | 1 | Document and metadata with the following information: — Name of the merging company — Deadline for comments |
| Independent expert report | Independent expert report if required under national law in accordance with the second subparagraph of Article 123(1), | 1 | Document |
- (b) For the purposes of disclosure referred to in Article 123(3) of Directive (EU) 2017/1132, the register of the Member State of each of the merging companies shall transmit and make accessible to the public through BRIS the following additional company data:
| Data type | Data type | Description | Cardinality21 | Additional description |
|---|---|---|---|---|
| Data and documents to be made publicly available through BRIS | Data and documents to be made publicly available through BRIS | 1 | Group of Elements | |
| Company data | Company data for each of the merging companies | 1…n | Group of Elements | |
| Legal form | Type of legal form of the merging company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 | |
| Name | Name of the merging company | 1 | Text | |
| Registered office | Registered office of the merging company | 1 | Text | |
| Registration number | Registration number of the merging company in the register | 1 | Identifier | |
| Register | Register in which the documents referred to in Article 14 are filed in respect of the merging company | 1 | Text | |
| Proposed data for the newly created company | Newly created company | 1 | Group of Elements | |
| Proposed legal form | Proposed type of legal form for the newly created company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 | |
| Proposed name | Proposed name for the newly created company | 1 | Text | |
| Proposed registered office | Proposed registered office for the newly created company | 1 | Text | |
| Further data and documents | 1 | Group of Elements | ||
| Indication of the arrangements | Indication of the arrangements of the merging company made for the exercise of the rights of creditors, employees and members, as described in point (c) of Article 123(3) of Directive (EU) 2017/1132 | 1 | Document | |
| Details of the website | Details of the website, as referred to in point (d) Article 123(3) of Directive (EU) 2017/1132 | 1 | Text |
6.2.2. Transmission of the pre-merger certificate
- (a) For each transmission of the pre-merger certificate referred to in the first subparagraph of Article 127a(1) of Directive (EU) 2017/1132, the register of the Member State of the merging company shall, following the issuance of the certificate according to Article 127(7), (10) and (11) of that Directive, send to the register of the Member State of the company resulting from the merger the following data:
| Data type | Description | Cardinality22 | Additional description |
|---|---|---|---|
| Issuance Date Time | Date and time when the transmission was made | 1 | Date and Time |
| Issuing organisation | Name/identifier of the organisation that carries out the transmission (Merging company Business Register) | 1 | Party data structure |
| Recipient organisation | Name/identifier of the organisation the transmission is addressed to (Business Register of the company resulting from the merger) | 1 | Party data structure |
| Company data | Company (means the merging company) | 1…n | Group of Elements |
| EUID | Unique identifier of the merging company | 1 | Identifier |
| Alternate ID | Other identifiers of the merging company (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form of the merging company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the merging company | 1 | Text |
| Registered office | Registered office of the merging company | 1 | Text |
| Registration number | Registration number of the merging company in the register | 1 | Identifier |
| The data of the company resulting from the merger | Data or proposed data of the company resulting from the merger | 1 | Group of Elements |
| Legal form | Type or proposed type of legal form for the company resulting from the merger | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name or proposed name for the company resulting from the merger | 1 | Text |
| Registered office | Registered office or proposed registered office for the company resulting from the merger | 1 | Text |
| EUID of acquiring company | Unique identifier of the acquiring company in case of merger by acquisition | 1 | Identifier |
| Alternate ID | Other identifiers of the acquiring company in case of merger by acquisition (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Data and documents to be transmitted | 1 | Group of Elements | |
| Pre-merger certificate | Pre-merger certificate in the meaning of Article 127 of Directive (EU) 2017/1132 | 1 | Document |
| Competent authority | The authority that issued the certificate according to Article 127 of Directive (EU) 2017/1132 | 1 | Text |
| Date of issuance of the certificate | Date on which the certificate was issued | 1 | Date |
- (b) For the purposes of making the pre-merger certificate available through BRIS, according to the second subparagraph of Article 127a(1) of Directive (EU) 2017/1132, the register of the Member State of the merging company shall transmit the following data:
| Data type | Description | Cardinality23 | Additional description |
|---|---|---|---|
| The data of the company | Company resulting from the merger (already existing or newly created) | 1 | Group of Elements |
| Legal form | Type or proposed type of legal form for the company resulting from the merger | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name or proposed name for the company resulting from the merger | 1 | Text |
| Registered office | Registered office or proposed registered office for the company resulting from the merger | 1 | Text |
| EUID of acquiring company | Unique identifier of the acquiring company in case of merger by acquisition | 1 | Identifier |
| Alternate ID | Other identifiers of the acquiring company in case of merger by acquisition (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Data and documents to be made publicly available through BRIS | 1 | Group of Elements | |
| Pre-merger certificate | Pre-merger certificate in the meaning of Article 127 of Directive (EU) 2017/1132 | 1 | Document and metadata with the following information: — competent authority — date of issuance of the certificate |
6.2.3. Registration
6.2.3.1. Cross-border merger registration
The registers of the Member States of the merging companies and of the company resulting from the merger shall make the following information publicly available and accessible through BRIS, according to article 130(2) of Directive (EU) 2017/1132:
- (a) Data to be provided by the register of the company resulting from the merger
| Data type | Data type | Description | Cardinality24 | Additional description |
|---|---|---|---|---|
| Data to be made available to BRIS | Data to be made available to BRIS | 1 | Group of Elements | |
| EUID | EUID | EUID of each of the merging companies | 1 | Identifier |
| Data to be made publicly available and accessible through BRIS | Data to be made publicly available and accessible through BRIS | 1 | Group of Elements | |
| Registration as a result of a cross-border merger | That the registration of the company resulting from the merger is the result of a cross-border merger | 1 | Text | |
| Date of registration | Date of registration of the company resulting from the merger | 1 | Date | |
| Data on each of the merging companies | 1…n | Group of Elements | ||
| Registration number | Registration number of the merging companies | 1 | Identifier | |
| Company name | Name of the merging companies | 1 | Text | |
| Legal form | Type of legal form of the merging companies | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
- (b) Data to be provided by the register of the Member State of each of the merging companies
The register of the Member State of each of the merging companies shall provide the relevant data upon receipt of the notification under 6.2.3.2.
| Data type | Data type | Description | Cardinality25 | Additional description |
|---|---|---|---|---|
| Data to be made available to BRIS | Data to be made available to BRIS | 1 | Group of Elements | |
| EUID | EUID | EUID of the company resulting from the merger | 1 | Identifier |
| EUID | EUID | EUID of each of the merging companies | 1 | Identifier |
| Data to be made publicly available and accessible through BRIS | Data to be made publicly available and accessible through BRIS | 1 | Group of Elements | |
| Striking off or removal as a result of a cross-border merger | That the striking off or removal from the register of the merging company is the result of a cross-border merger | 1 | text | |
| Date | Date of striking off or removal of the merging company from the register | 1 | date | |
| Registration number | Registration number of the company resulting from the merger | 1 | Identifier | |
| Company name | Name of the company resulting from the merger | 1 | Text | |
| Legal form | Type of legal form of the company resulting from the merger | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 | |
| Data on each of the merging companies | 1…n | Group of Elements | ||
| Registration number | Registration number of the merging companies | 1 | Identifier | |
| Company name | Name of the merging companies | 1 | Text | |
| Legal form | Type of legal form of the merging companies | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
6.2.3.2. Cross-border merger notification
For each cross-border merger notification referred to in Article 130(3) of Directive (EU) 2017/1132, the register of the Member State of the company resulting from the cross-border merger shall send to the register of the Member State of each of the merging companies the following data:
| Data type | Description | Cardinality26 | Additional description |
|---|---|---|---|
| Issuance Date Time | Date and time when the notification was sent | 1 | Date and Time |
| Issuing organisation | Name/identifier of the organisation that issued this notification (Business Register of the company resulting from the cross-border merger) | 1 | Party data structure |
| Recipient Organisation | Name/identifier of the organisation this notification is addressed to (Business Register of each of the merging companies) | 1 | Party data structure |
| Merger related data | 1 | Group of Elements | |
| Effective date of the merger | Date on which the cross-border merger has taken effect | 1 | Date |
| Merger Type | Type of merger as defined by Article 119(2) of Directive (EU) 2017/1132 | 1 | Code (Cross-border merger by acquisition under point (a) of Article 119(2) of Directive (EU) 2017/1132 Cross-border merger by formation of new company under point (b) Article 119(2) of Directive (EU) 2017/1132 Cross-border merger of wholly owned company under point (c) Article 119(2) of Directive (EU) 2017/1132 Cross-border merger by acquisition under point (d) of Article 119(2) of Directive (EU) 2017/1132 |
| Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
| Data of the company resulting from the merger | Company resulting from the merger | 1 | Group of Elements |
| EUID | Unique identifier of the company resulting from the merger | 1 | Identifier |
| Alternate ID | Other identifiers of the company resulting from the merger (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form of the company resulting from the merger | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the company resulting from the merger in the relevant Member State | 1 | Text |
| Registered office | Registered office of the company resulting from the merger | 1 | Text |
| Register Name | Name of the register where the company resulting from the merger is registered | 1 | Text |
| Registration number | Registration number of the company resulting from the merger in the register | 1 | Identifier |
| Company data | Data on each of the merging companies | 1…n | Group of Elements |
| EUID | Unique identifier of the merging company | 1 | Identifier |
| Alternate ID | Other identifiers of the merging company (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form of the merging company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the merging company | 1 | Text |
| Registered Office | Registered office of the merging company | 1 | Text |
| Register Name | Name of the register where the merging company was registered | 1 | Text |
| Registration number | Registration number of the merging company | 1 | Identifier |
The notification message may also include technical data necessary for the proper transmission of the message.
The exchange of information shall also include technical messages necessary for the acknowledgement of receipt, logging and reporting purposes.
6.3. Cross-border division
6.3.1. Disclosure
- (a) For the purposes of disclosure referred to in Article 160g(1) of Directive (EU) 2017/1132, the register of the Member State of the company being divided shall transmit and make accessible to the public through BRIS the following additional company data:
| Data type | Description | Cardinality27 | Additional description |
|---|---|---|---|
| Data and documents to be made publicly available through BRIS | 1 | Group of Elements | |
| Draft terms | Draft terms in the meaning of Article 160d of Directive (EU) 2017/1132 | 1 | Document |
| Other language version of draft terms | Other language version of draft terms, if available | 0...n | Document |
| Declaration of the current financial status | Declaration to be provided if required under national law in accordance with Article 160j(3) of Directive (EU) 2017/1132 | 1 | Document |
| Notice | Notice under point (b) of Article 160g(1) of Directive (EU) 2017/1132 | 1 | Document and metadata with the following information: — Name of the company being divided — Deadline for comments |
| Independent expert report | Independent expert report if required under national law in accordance with the second subparagraph of Article 160g(1) | 1 | Document |
- (b) For the purposes of disclosure referred to in Article 160g(3) of Directive (EU) 2017/1132, the register of the Member State of the company being divided shall transmit and make accessible to the public through BRIS the following additional company data:
| Data type | Data type | Description | Cardinality28 | Additional description |
|---|---|---|---|---|
| Data and documents to be made publicly available through BRIS | Data and documents to be made publicly available through BRIS | 1 | Group of Elements | |
| Company data | Company (means the company being divided) as defined in Article 160b(2) of Directive (EU) 2017/1132 | 1 | Group of Elements | |
| Legal form | Type of legal form of the company being divided | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 | |
| Name | Name of the company being divided | 1 | Text | |
| Registered office | Registered office of the company being divided | 1 | Text | |
| Registration number | Registration number of the company being divided in the register | 1 | Identifier | |
| Register | Register in which the documents referred to in Article 14 are filed in respect of the company being divided | 1 | Text | |
| Proposed data for the recipient company (or each of the recipient companies) | Recipient company as defined in Article 160b(3) of Directive (EU) 2017/1132 | 1…n | Group of Elements | |
| Proposed legal form | Proposed type of legal form for the recipient company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 | |
| Proposed name | Proposed name for the recipient company | 1 | Text | |
| Proposed alternative names | Proposed alternative names for the recipient company | 0…n | Text | |
| Proposed registered office | Proposed registered office for the recipient company | 1 | Text | |
| Further data and documents | 1 | Group of Elements | ||
| Indication of the arrangements | Indication of the arrangements made for the exercise of the rights of creditors, employees and members, as described in point (c) of Article 160g(3) of Directive (EU) 2017/1132 | 1 | Document | |
| Details of the website | Details of the website e, as referred to in point (d) of Article 160g(3) of Directive (EU) 2017/1132 | 1 | Text |
6.3.2. Transmission of the pre-division certificate
- (a) For each transmission of the pre-division certificate referred to in the first subparagraph of Article 160n(1) of Directive (EU) 2017/1132, the register of the Member State of the company being divided shall, following the issuance of the certificate according to Article 160m(7), (10) and (11) of that Directive, send to the register of each recipient company the following data:
| Data type | Description | Cardinality29 | Additional description |
|---|---|---|---|
| Issuance Date Time | Date and time when the transmission was made | 1 | Date and Time |
| Issuing organisation | Name/identifier of the organisation that carries out the transmission (Business Register of the company being divided) | 1 | Party data structure |
| Recipient organisation | Name/identifier of the organisation the transmission is addressed to (Business Register of the recipient company) | 1 | Party data structure |
| Company data | Company (means the company being divided) as defined in Article 160b(2) of Directive (EU) 2017/1132 | 1 | Group of Elements |
| EUID | Unique identifier of the company being divided | 1 | Identifier |
| Alternate ID | Other identifiers of the company being divided (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form of the company being divided | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the company being divided | 1 | Text |
| Registered office | Registered office of the company being divided | 1 | Text |
| Registration number | Registration number of the company being divided | 1 | Identifier |
| The proposed data of the recipient company or each of the recipient companies | Recipient company as defined in Article 160b(3) of Directive (EU) 2017/1132 | 1…n | Group of Elements |
| Proposed legal form | Proposed type of legal form for the recipient company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Proposed name | Proposed name for the recipient company | 1 | Text |
| Proposed registered office | Proposed registered office for the recipient company | 1 | Text |
| Data and documents to be transmitted | 1 | Group of Elements | |
| Pre-division certificate | Pre-division certificate in the meaning of Article 160m of Directive (EU) 2017/1132 | 1 | Document |
| Competent authority | The authority that issued the certificate according to Article 160m of Directive (EU) 2017/1132 | 1 | Text |
| Date of issuance of the certificate | Date on which the certificate was issued | 1 | Date |
| Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
- (b) For the purposes of making the pre-division certificate available through BRIS according to the second subparagraph of Article 160n(1) of Directive (EU) 2017/1132, the register of the Member State of the company being divided shall transmit the following data:
| Data type | Description | Cardinality30 | Additional description |
|---|---|---|---|
| The proposed data of the recipient company or companies | Recipient company as defined in Article 160b(3) of Directive (EU) 2017/1132 | 1…n | Group of Elements |
| Proposed legal form | Proposed type of legal form for the recipient company | 1 | Code As referred to in Annex II to (EU) 2017/1132 |
| Proposed name | Proposed name for the recipient company | 1 | Text |
| Proposed registered office | Proposed registered office for the recipient company | 1 | Text |
| Data and documents to be made publicly available through BRIS | 1 | Group of Elements | |
| Pre-division certificate | Pre-division certificate in the meaning of Article 160m of Directive (EU) 2017/1132 | 1 | Document and metadata with the following information: — competent authority — date of issuance of the certificate |
6.3.3. Registration
6.3.3.1. Cross-border division registration
The registers of the Member State of the company being divided and the registers of the recipient companies shall make the following information publicly available and accessible through BRIS, according to article 160p(2) of Directive (EU) 2017/1132:
- (a) Data to be provided by the register of each of the recipient companies
The register of each of the recipient companies shall provide the relevant data upon receipt of the notification under 6.3.3.3.
| Data type | Data type | Description | Cardinality31 | Additional description |
|---|---|---|---|---|
| Data to be made available to BRIS | Data to be made available to BRIS | 1 | Group of Elements | |
| EUID | EUID | EUID of the company being divided | 1 | Identifier |
| EUID | EUID | EUID of each of the recipient companies | 1 | Identifier |
| Data to be made publicly available and accessible through BRIS | Data to be made publicly available and accessible through BRIS | 1 | Group of Elements | |
| Registration as a result of a cross-border division | That the registration of the recipient companies is the result of a cross-border division | 1 | text | |
| Date of registration | Date of registration of each of the recipient companies | 1 | date | |
| Registration number | Registration number of the company being divided | 1 | Identifier | |
| Company name | Name of the company being divided | 1 | Text | |
| Legal form | Type of legal form of the company being divided | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 | |
| Data of the other recipient companies | Data of each of the other recipient companies | 1…n | ||
| Registration number | Registration number of the recipient companies | 1 | Identifier | |
| Company name | Name of the recipient companies | 1 | Text | |
| Legal form | Type of legal form of the recipient companies | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
- (b) Data to be provided by the register of Member State of the company being divided
| Data type | Data type | Description | Cardinality32 | Additional description |
|---|---|---|---|---|
| Data to be made available to BRIS | Data to be made available to BRIS | 1 | Group of Elements | |
| EUID | EUID | EUID of each of the recipient companies | 0 | Identifier |
| Data to be made publicly available and accessible through BRIS | Data to be made publicly available and accessible through BRIS | 1 | Group of Elements | |
| Striking off or removal as a result of a cross-border division (in the event of a full division) | That the striking off or removal from the register of the company being divided is the result of a cross-border division | 1 | Text | |
| Date (in the event of a full division) | Date of striking off or removal of the company being divided from the register | 1 | Date | |
| Data of the recipient companies | Data of each of the recipient companies | 1…n | ||
| Registration number | Registration number of the recipient companies | 1 | Identifier | |
| Company name | Name of the recipient companies | 1 | Text | |
| Legal form | Type of legal form of the recipient companies | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
6.3.3.2. Cross-border division notification according to Article 160p(3) of Directive (EU) 2017/1132
For each cross-border division notification referred to in Article 160p(3) of Directive (EU) 2017/1132, the registers of the recipient companies shall send to the register of the company being divided the following data:
| Data type | Description | Cardinality33 | Additional description |
|---|---|---|---|
| Issuance Date Time | Date and time when the notification was sent | 1 | Date and Time |
| Issuing organisation | Name/identifier of the organisation that issued this notification (Business Register of each of the recipient companies) | 1 | Party data structure |
| Recipient Organisation | Name/identifier of the organisation this notification is addressed to (Business Register of the company being divided) | 1 | Party data structure |
| Division related data | 1 | Group of Elements | |
| Date of registration | Date of registration of the recipient company | 1 | date |
| Recipient company data | Recipient company as defined in Article 160b(3) of Directive (EU) 2017/1132 | 1 | Group of Elements |
| EUID | Unique identifier of the recipient company | 1 | Identifier |
| Alternate ID | Other identifiers of the recipient company (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form of the recipient company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the recipient company in the Member State of the recipient company | 1 | Text |
| Registered office | Registered office of the recipient company | 1 | Text |
| Register Name | Name of the register where the recipient company is registered | 1 | Text |
| Registration number | Registration number of the recipient company | 1 | Identifier |
| Company data | Company being divided as defined in Article 160b(2) | 1 | Group of Elements |
| EUID | Unique identifier of the company being divided | 1 | Identifier |
| Alternate ID | Other identifiers of the company being divided (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form of the company being divided | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the company being divided | 1 | Text |
| Registered Office | Registered office of the company being divided | 1 | Text |
| Register Name | Name of the register where the company being divided is registered | 1 | Text |
The notification message may also include technical data necessary for the proper transmission of the message.
The exchange of information shall also include technical messages necessary for the acknowledgement of receipt, logging and reporting purposes.
6.3.3.3. Cross-border division notification according to Article 160p(4) of Directive (EU) 2017/1132
For each cross-border division notification referred to in Article 160p(4) of Directive (EU) 2017/1132, the register in the Member State of the company being divided shall send to the register of each of the recipient companies the following data:
| Data type | Description | Cardinality34 | Additional description |
|---|---|---|---|
| Issuance Date Time | Date and time when the notification was sent | 1 | Date and Time |
| Issuing organisation | Name/identifier of the organisation that issued this notification (Business Register of the company being divided) | 1 | Party data structure |
| Recipient Organisation | Name/identifier of the organisations this notification is addressed to (Business Registers of the recipient companies) | 1 | Party data structure |
| Division related data | 1 | Group of Elements | |
| Effective date of the division | Date on which the cross-border division has taken effect | 1 | Date |
| Division Type | Type of division as defined by Article 160b(4) of Directive (EU) 2017/1132 | 1 | Code (Cross-border full division under point (a) of Article 160b(4) of Directive (EU) 2017/1132 Cross-border partial division under point (b) of Article 160b(4) of Directive (EU) 2017/1132 Cross-border division by separation under point (c) of Article 160b(4) of Directive (EU) 2017/1132 |
| Legislation Reference | Reference to relevant national or Union legislation | 0…n | Text |
| Recipient companies data | Recipient company as defined in Article 160b(3) | 1…n | Group of Elements |
| EUID | Unique identifier of each recipient company | 1 | Identifier |
| Alternate ID | Other identifiers of each recipient company (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form of each recipient company | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of each recipient company in the Member State of the recipient company | 1 | Text |
| Registered office | Registered office of each recipient company | 1 | Text |
| Register Name | Name of the register where each recipient company is registered | 1 | Text |
| Registration number | Registration number of each recipient company | 1 | Identifier |
| Company data | Company being divided as defined in Article 160b(2) | 1 | Group of Elements |
| EUID | Unique identifier of the company being divided | 1 | Identifier |
| Alternate ID | Other identifiers of the company being divided (e.g. Legal Entity Identifier) | 0…n | Identifier |
| Legal form | Type of legal form of the company being divided | 1 | Code As referred to in Annex II to Directive (EU) 2017/1132 |
| Name | Name of the company being divided | 1 | Text |
| Registered Office | Registered office of the company being divided | 1 | Text |
| Register Name | Name of the register where the company being divided is registered | 1 | Text |
| Registration number | Registration number of the company being divided | 1 | Identifier |
The notification message may also include technical data necessary for the proper transmission of the message.
The exchange of information shall also include technical messages necessary for the acknowledgement of receipt, logging and reporting purposes.
7. Structure of the standard message format
The exchange of information between the registers, the platform and the portal shall be based on standard data-structuring methods and shall be expressed in a standard message format such as XML.
8. Data for the platform
The following type of data shall be provided for the platform to perform its functions:
- (a) Data allowing for the identification of systems that are connected to the platform. Those data could consist of URLs or any other number or code uniquely identifying each system within BRIS;
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