On May 16, 2017, the Instruction of May 9, 2017 of the General Directorate of Registries and Notaries on the Interconnection of Mercantile Registries (https://www.boe.es/diario_boe/txt.php?id=BOE-A-2017-5391) was published in the Official State Gazette.
WHAT IS THE PURPOSE OF THE TRAINING?
This instruction is issued to establish the form of action of the Mercantile Registries within the framework of the interconnection system between them.
The reason why it is published is that on June 8, 2017, the second deadline for the transposition of Directive 2010/17/EU will be met, which implies the launching of the interconnection system. In short, in view of the lack of formal and material transposition of the Directive, which would have required a Law or at least a Royal Decree, the aim is to establish minimum standards on which the different Mercantile Registries and the users can rely to make it possible for all the Mercantile Registries of the European Union to be interconnected.
The way of connection is through the EUROPEAN CENTRAL PLATFORM and will allow entrepreneurs and other interested parties to know certain data on companies from different member countries.
WHAT ARE THE DATA TO BE INTERCONNECTED?
The data subject to interconnection are all those referred to in Article 2 of Directive 2009/101/EC, to which we refer in order to avoid enumerating them, since they are all the essential data regarding commercial companies that are recorded in the register and published in the Official Gazette of the Commercial Registry (BORME), such as Articles of Incorporation and Bylaws, appointment and removal of directors and attorneys-in-fact, share capital, annual accounts, etc…
Interestingly, Article 3 of the Instruction specifies that the Mercantile Registries in which a BRANCH of companies of other member states is registered must receive the following information from the Mercantile Registries where the branch has its registered office:
- Opening and closing of insolvency liquidation proceedings
- Insolvency proceedings and other acts related thereto.
- Accounting documents (deposits of parent company accounts).
- The closing of the branch.
HOW WILL THE INTERCONNECTION BE CARRIED OUT?
For interconnection purposes, each company will be assigned a unique code composed of the Country prefix, the Commercial Registry Code and the company’s unique identifier.
The Association of Registrars of Property, Mercantile and Movable Property is the one that will establish its own access point for the interconnection system of mercantile registries. All information relating to branches and mergers will be sent to the European Central Platform and will be received from the same through the Electronic Headquarters of the Association of Registrars.
Last but not least, it is important to specify that the information relating to the name and legal form of the company, the registered office of the company and the Member State in which it is registered and the registration number will be provided to the users of the Register free of charge.
Zaragoza, June 22, 2017.