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Regulatory information that European Union (EU) company branches must disclose

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Regulatory information that European Union (EU) company branches must disclose

This directive defines which disclosure requirements apply to branches opened in a Member State by limited liability companies from another Member State or non-EU countries. It aims to eliminate disparities in the protection of shareholders and third parties, and to safeguard the exercise of the right of establishment.

ACT

Eleventh Council Directive 89/666/EEC of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State [See amending act(s)].

SUMMARY

The directive applies to branches opened in a Member State either by limited liability companies (listed in Directive 2009/101/EC) governed by the law of another Member State or by companies governed by the law of a non-EU country which have a comparable legal form.

Branches of companies from other Member States

The compulsory disclosure requirements cover:

  • address and activity;
  • company's place of registration and registration number;
  • name and legal form of the company, and name of the branch (if different from company);
  • appointment, termination of office and particulars of the company representatives;
  • winding-up of the company, appointment and particulars of liquidators;
  • accounting documents;
  • closing of the branch.

Items that need to be compulsorily disclosed will be made publicly available through the interconnection system of central, commercial and companies registers established by Directive 2012/17/EU and available by mid-2017. Branches must have a unique identifier to allow identification of at least:

  • Member State of the register;
  • domestic register of origin;
  • branch number.

It should also contain, where appropriate, features to avoid identification errors.

The Member State of the branch may require additional disclosures, e.g. signature of the company representatives or instruments of constitution.

Where disclosure requirements of the company and branch differ, those concerning the branch apply for transactions with the branch. If a company opens several branches in a Member State, it can choose in which branch's register it discloses the accounting documents and the instruments of constitution, and make a reference in the registers of the other branches.

The company’s register must make available without delay, through the registers interconnection system, information on any winding-up or insolvency proceedings of the company and on the striking-off from the register, if this has legal consequences in the register Member State. The branch register must be able to receive such information through the registers interconnection system, so that branches can also be struck off the register.

Branches of companies from non-EU countries

Compulsory disclosure requirements for branches of companies from outside the EU, having a legal form comparable to that of EU limited liability companies, cover the following additional items:

  • the law of the State governing the company;
  • the instruments of constitution, memorandum and articles of association;
  • the company's legal form.

Where accounting documents are not drawn up under EU legislation or in a similar way, Member States may require that these be drawn up and disclosed for the branch's activities.

REFERENCES

Act

Entry into force

Deadline for transposition in the Member States

Official Journal

Directive 89/666/EEC

3.1.1990

1.1.1992

OJ L 395 of 30.12.1989

Amending act(s)

Entry into force

Deadline for transposition in the Member States

Official Journal

Directive 2012/17/EU of the European Parliament and of the Council

6.7.2012

7.7.2014

OJ L 156 of 16.6.2012

Successive amendments and corrections to Directive 89/666/EC have been incorporated in the basic text. This consolidated version is for reference purposes only.

Last updated: 11.07.2014

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