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	Cardinality (1)	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	Cardinality (2)	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	Cardinality (3)	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	Cardinality (4)	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 Cardinality (5) 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 Description Cardinality (6) Additional description 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 Cardinality (7) 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 Cardinality (8) 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 Cardinality (9) 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	Cardinality (10)	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	Cardinality (11)	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 Cardinality (12) 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 Description Cardinality (13) Additional description 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 Cardinality (14) 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 Cardinality (15) 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 Description Cardinality (16) Additional description Data to be made available to BRIS   1 Group of Elements EUID EUID of each of the merging companies 1 Identifier 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		Description	Cardinality (17)	Additional description
Data to be made available to BRIS			1	Group of Elements
EUID		EUID of the company resulting from the merger	1	Identifier
EUID		EUID of each of the merging companies	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 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	Cardinality (18)	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 Cardinality (19) 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 Description Cardinality (20) Additional description 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 Cardinality (21) 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 Cardinality (22) 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 Description Cardinality (23) Additional description Data to be made available to BRIS   1 Group of Elements EUID EUID of the company being divided 1 Identifier EUID EUID of each of the recipient companies 1 Identifier 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 Description Cardinality (24) Additional description Data to be made available to BRIS   1 Group of Elements EUID EUID of each of the recipient companies 0 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 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	Cardinality (25)	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	Cardinality (26)	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;

(b)

An index of the particulars listed in Article 19(2) of Directive (EU) 2017/1132. This data shall be used to ensure consistent and quick results of the search service. Where the data is not made available to the platform for indexation, Member States shall make the same particulars available for the purpose of the search service in a way that guarantees the same level of service as provided by the platform;

(c)	Unique identifiers of companies referred to in Article 16(1) of Directive (EU) 2017/1132 and unique identifiers of branches referred to in Article 29(4) of Directive (EU) 2017/1132. These identifiers shall be used to ensure the interoperability of registers via the platform;

(d)

Any other operational data that is necessary for the platform to ensure the proper and efficient functioning of the search service and the interoperability of registers. Those data may include code lists, reference data, glossaries and related translations of those metadata, as well as logging and reporting data.

The data and metadata handled by the platform shall be processed and stored in line with the security standards outlined in section 3 of this Annex.

9.   Structure and use of the unique identifier

The unique identifier for the purpose of communication between registers shall be referred to as the EUID (European Unique Identifier).

The structure of the EUID shall be compliant with ISO 6523 and shall contain the following elements:

EUID element	Description	Additional description
Country code	Elements making it possible to identify the Member State of the register	Mandatory
Register Identifier	Elements making it possible to identify the domestic register of origin of the company and of the branch respectively	Mandatory
Registration number	Company/branch number refers to the registration number of the company/branch in the domestic register of origin	Mandatory
Verification digit	Elements making it possible to avoid identification errors	Optional

The EUID shall be used to unequivocally identify companies and branches for the purpose of the exchange of information between registers via the platform.

10.   Methods of operation of the system and information technology services provided by the platform

For the distribution and exchange of information, the system shall be based on the following technical method of operation:

For the delivery of messages in the relevant language version, the platform shall provide reference data artefacts, such as code lists, controlled vocabularies and glossaries. Where relevant, these shall be translated into the official languages of the Union. Where possible, recognised standards and standardized messages shall be used.

The Commission shall share with the Member State further details on the technical method of operation and the implementation of the information technology services provided by the platform.

11.   Search criteria

At least one country shall be selected when running a search.

The portal shall provide the following harmonised criteria for the search:

—	company name,

—	registration number of the company or the branch in the domestic register.

Further search criteria may be available on the portal.

12.   Payment modalities

For the documents and particulars for which Member States charge fees and which are made available on the e-Justice portal via BRIS, the system shall allow users to pay online by using widely used payment modalities such as credit and debit cards.

The system may also provide alternative online payment methods, such as bank transfers or virtual wallets (deposit).

13.   Explanatory labels

In relation to the particulars and types of documents listed in Article 14 of Directive (EU) 2017/1132, Member States shall provide the following explanatory labels:

(a)	A short title for each particular and document (for example: ‘Articles of incorporation’);

(b)	As appropriate, a brief description of the content of each document or particular, including, optionally, information on the legal value of the document.

14.   Availability of services

The service time frame shall be 24/7days, with an availability rate of the system of at least 98 % excluding scheduled maintenance.

Member States shall notify the Commission of maintenance activities as follows:

(a)	5 working days in advance for maintenance operations that may cause an unavailability period of up to 4 hours;

(b)	10 working days in advance for maintenance operations that may cause an unavailability period of up to 12 hours;

(c)	30 working days in advance for infrastructure computer room maintenance, which may cause up to 6 days unavailability period per year.

To the extent possible, maintenance operations shall be planned outside working hours (19.00 – 8.00 CET).

Where Member States have fixed weekly service windows, they shall inform the Commission of the time and day of the week when such fixed weekly windows are planned. Without prejudice to the obligations in points (a) to (c) of the second paragraph, if Member States systems become unavailable during such a fixed window, Member States may choose not to notify the Commission on each occasion.

In case of unexpected technical failure of the Member States systems, Member States shall inform the Commission without delay of their system unavailability, and, if known, of the projected resuming of the service.

In case of unexpected failure of the central platform or of the portal, the Commission shall inform the Member States without delay of the platform or portal unavailability, and if known, of the projected resuming of the service.

15.   Optional access points

15.1.   Optional access points to BRIS according to the first subparagraph of Article 22(4) of Directive (EU) 2017/1132

15.1.1.   Procedure

Member States shall provide information on the planned timing of the establishment of the optional access points, the number of optional access points that will connect to the platform, and contact details of the person(s) that could be contacted for the purpose of establishing the technical connection.

The Commission shall provide the Member States with the necessary technical details and support for the testing and deployment of the connection of each optional access point to the platform.

15.1.2.   Technical requirements

For the connection of optional access points to the platform, Member States shall comply with the relevant technical specifications set out in this Annex, including security requirements for transmission of data via the optional access points.

Where payment is necessary via an optional access point, Member States shall provide the payment methods of their choice and shall handle the related payment operations.

Member States shall carry out appropriate testing before the connection to the platform becomes operational and before any significant changes are made to an existing connection.

After successful connection of the optional access point to the platform, Member States shall inform the Commission of any upcoming significant change of the access point that may affect the functioning of the platform, in particular the closing of the access point. Member States shall provide sufficient technical details in relation to the change, in order to allow for proper integration of any related changes.

Member States shall indicate on each optional access point that the search service is provided via BRIS.

15.2.   Optional access points to BRIS according to the second subparagraph of Article 22(4) of Directive (EU) 2017/1132

15.2.1.   Procedure

The Commission shall assess any request received for the establishment of an optional access point in accordance with the second subparagraph of Article 22(4) of Directive (EU) 2017/1132.

The requester shall provide all the information needed for the proper assessment of the request.

The Commission shall provide the requester with the necessary technical details and support for the testing and deployment of the establishment of each optional access point to the platform.

15.2.2.   Technical requirements

For the establishment of optional access points to the platform, the requester shall comply with the relevant technical specifications set out in this Annex, including security requirements for transmission of data via the optional access points.

Where payment is necessary via an optional access point, the requester shall provide the payment methods of their choice and shall handle the related payment operations.

The requester shall carry out appropriate testing before the establishment to the platform becomes operational and before any significant changes are made to an existing connection.

After successful establishment of the optional access point to the platform, the requester shall inform the Commission of any upcoming significant change of the access point that may affect the functioning of the platform, in particular the closing of the access point. The requester shall provide sufficient technical details in relation to the change, in order to allow for proper integration of any related changes.

The requester shall indicate on each optional access point that the search service is provided via BRIS.

15.3.   Requirements applicable to optional access points according to Article 22(4), first and second subparagraph

The Commission shall inform the Member States about a request received.

The technical requirements shall also include measures to ensure that optional access points do not affect the correct functioning of BRIS nor compliance with the safety, security and data protection requirements, with due regard to the respective responsibility of each party within the part of the system under its technical control.

16.   Exchange of information on disqualified directors

16.1.   Introduction

The exchange of information referred to in Article 13i(4) of Directive (EU) 2017/1132 shall cover cases where a person is disqualified from becoming a director of a company of one of the types listed in Annex II to that Directive further to a decision of a court or another competent authority of a Member State based on its national law.

The exchange of information shall not cover cases where, under national law, a person is generally incapable of contracting or restricted in his or her general legal capacity or further to a decision of a court or another competent authority of a Member State based on its national law and therefore unable to become a director of a company of the type referred to in the first paragraph.

The exchange of information shall not cover cases based on specific rules under Union law, such as the rules on fitness and propriety provided under Article 91(1) of Directive 2013/36/EU of the European Parliament and of the Council (27).

Where, in accordance with national law in a Member State, legal persons are allowed to be directors of companies of the type referred to in the first paragraph, such legal persons shall fall under the scope of the exchange of information. Each Member State shall inform the other Member States and the Commission whether this possibility exists in its national law.

16.2.   Methods of exchange of information between Member States

The following method shall be used for the exchange of information between the registers in accordance with Article 13i of Directive (EU) 2017/1132.

The queries and the answers under this section shall be transferred through BRIS using end-to-end encryption.

Member States shall exchange the information needed to correlate queries and the answers under this section concerning the same request.

16.2.1.   First level of exchange of information

16.2.1.1.   First level query on disqualification

Member States’ competent authorities may request, through BRIS, information from one or more Member States on whether a person who applies to become a director of a company of one of the types listed in Annex II to Directive (EU) 2017/1132 is disqualified or is recorded in any of their registers that contain information relevant for disqualification of directors.

The requesting Member State shall decide to which Member State or Member States the query shall be sent. The queries shall be sent with a view to ensure effective, efficient and prompt exchange of information.

Each query shall cover one single person and shall provide the data for identification of the person. The requesting Member State shall process such data in compliance with Regulation (EU) 2016/679. The Member States shall ensure that only necessary data and only data concerning the applicant in question is exchanged.

16.2.1.2.   First level answer on disqualification

Upon receipt of the query, the competent authorities of the requested Member State shall, without delay, provide an answer through BRIS.

The answer shall indicate whether the person identified in the query is disqualified or is recorded in any of the registers of the requested Member State that contain information relevant for disqualification of directors.

In case the answer is that the person is disqualified or is recorded in any of the registers that contain information relevant for disqualification of directors, the requested Member State may indicate in its answer, which specific data provided by the requesting Member State matches the data available in the requested Member State and which specific data included in the query cannot be confirmed by the requested Member State as it is not recorded in its registers.

If it is necessary, the requested Member State may ask the requesting Member State to provide further data to ensure unequivocal identification of the person. Such data shall be processed in compliance with Regulation (EU) 2016/679.

16.2.2.   Second level of exchange of information

The exchange for additional information may take place through other appropriate means than BRIS. If the second level of exchange of information is carried out through BRIS, the rules set out in points 16.2.2.1, 16.2.2.2, 16.3.3 and 16.3.4 shall apply.

16.2.2.1.   Second level query on disqualification

In case a requested Member State indicates in the first level answer that a given person is disqualified or is recorded in any of its registers that contain information relevant for disqualification of directors, the requesting Member States may request further information from the requested Member State concerning the person identified in the first level query.

The second level query shall cover the same person as the first level query and first level answer.

16.2.2.2   Second level answer on disqualification

The requested Member State may decide, under its national law, which additional information to provide. In case that Member State’s national law does not allow further exchange of information, it shall inform accordingly the requesting Member State.

16.3.   Detailed list of data

For the exchange of information on disqualified directors, Member States shall include the following data.

16.3.1.   First level query on disqualification

Data type	Description	Cardinality (28)	Additional description
Issuance Date and Time	Date and time when this query was sent	1	Date and Time
Issuing Organisation	Name/Identifier of the organisation that issues this query	1	Party data structure
Recipient Organisation	Name/Identifier of the register of the requested Member State	1	Party data structure
Legislation Reference	Reference to relevant national or Union legislation	0…n	Text
First level query on disqualification If the person who applies to be a director is a natural person
First name	First name of the person who applies to be a director	1	Text
Surname	Surname of the person who applies to be a director	1	Text
Date of birth	Date of birth of the person who applies to be a director	1	Date
Further identification data	Further data processed according to the requesting Member State’s national law and in compliance with Regulation (EU) 2016/679	0…n	Text/date/identifier
First level query on disqualification If the person who applies to be a director is a legal person
Name of the legal entity	Name of the legal entity which applies to be a director	1	Text
Legal form	Legal form of the legal entity which applies to be a director	1	Code As referred to in Annex II to Directive (EU) 2017/1132 of the company therein or other legal form if the legal entity falls outside of the scope Directive (EU) 2017/1132
EUID	EUID if it is a company listed in Annex II to Directive (EU) 2017/1132.	1	Identifier
Other registration number	Other registration number if not a company listed in Annex II to Directive (EU) 2017/1132.	0	Identifier
Alternate ID	Other identifiers of the company (e.g. Legal Entity Identifier)	0…n	Identifier

Member States shall provide information on the means of identification needed for an efficient exchange of information on disqualified directors. That information may consist in providing the data that is necessary to identify the persons covered by a request.

Member States may also use e-identification means for the identification of persons in the exchange of information.

Queries covering a legal person shall be sent only to those Member States which allow legal persons to be directors and which allow disqualification of such legal persons.

16.3.2.   First level answer on disqualification

Data type	Description	Cardinality (29)	Additional description
Issuance Date and Time	Date and time when this answer was sent	1	Date and Time
Issuing Organisation	Name/Identifier of the organisation that issues this answer	1	Party data structure
Recipient Organisation	Name/Identifier of the register of the requesting Member State	1	Party data structure
Legislation Reference	Reference to relevant national or Union legislation	0…n	Text
Yes/no/no sufficient data for identification	‘Yes’ if the person is disqualified or is recorded in any of its registers that contain information relevant for disqualification of directors ‘No’ if the person is not disqualified or is not recorded in any of its registers that contain information relevant for disqualification of directors ‘No sufficient data for identification’ if the data provided does not make it possible to unequivocally identify the person and more information is needed.	1	Select an option
Further identification data required	Indicate what data is needed for unequivocal identification	1…n (only if no sufficient data for identification)	Text/date/identifier
No second level answer will be provided through BRIS	If ‘yes’, option to indicate that no answer will be provided for second level query through BRIS	0	Select the option

16.3.2.1.   Provision of further identification data

In case the requested Member State requires further identification data to ensure unequivocal identification, the requesting Member State shall provide the data using the following message format:

Data type	Description	Cardinality (30)	Additional description
Issuance Date and Time	Date and time when this query was sent	1	Date and Time
Issuing Organisation	Name/Identifier of the organisation that issues this query	1	Party data structure
Recipient Organisation	Name/Identifier of the register of the requested Member State	1	Party data structure
Legislation Reference	Reference to relevant national or Union legislation	0…n	Text
Further identification data	Further data required by the requested Member State to ensure unequivocal identification processed according to the requesting Member State’s national law and in compliance with Regulation (EU) 2016/679	1…n	Text/date/identifier

16.3.3.   Second level query on disqualification

Data type	Description	Cardinality (31)	Additional description
Issuance Date and Time	Date and time when this query was sent	1	Date and Time
Issuing Organisation	Name/Identifier of the organisation that issues this query	1	Party data structure
Recipient Organisation	Name/Identifier of the register of the requested Member State	1	Party data structure
Legislation Reference	Reference to relevant national or Union legislation	0…n	Text
Request further information	Request for further information	1…n	Request further information at least on one of the following: — grounds for disqualification under national law, — date of decision, — period or validity of the disqualification, — file number, issuer of the decision. — Information on any limitation to such disqualification (e.g. sector specific disqualifications)

16.3.4.   Second level answer on disqualification

Data type	Description	Cardinality (32)	Additional description
Issuance Date and Time	Date and time when this answer was sent	1	Date and Time
Issuing Organisation	Name/Identifier of the organisation that issues this answer	1	Party data structure
Recipient Organisation	Name/Identifier of the register of the requesting Member State	1	Party data structure
Legislation Reference	Reference to relevant national or Union legislation	0…n	Text
Further information	Request for further information	1…n	Further information at least on one of the following: — grounds for disqualification under national law, — date of decision, — period or validity of the disqualification, — file number, issuer of the decision. — Information on any limitation to such disqualification (e.g. sector specific disqualifications) — No further information provided in case the Member State’s national law does not allow further exchange of information – list data on which further information is not provided. (attachment of documents possible)

16.4.   Operation of the exchange of information

Member States shall indicate if they face difficulties due to high numbers of queries received. In such a case, the Commission and the Member States shall assess the issue with a view of ensuring smooth operation of the exchange of information and further development of the system.

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(1)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(2)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided

(3)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(4)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(5)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(6)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(7)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(8)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(9)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(10)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(11)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(12)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(13)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(14)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(15)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(16)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(17)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(18)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(19)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(20)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(21)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(22)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(23)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(24)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(25)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(26)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(27)  Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338).

(28)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(29)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(30)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(31)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.

(32)  Cardinality 0 means that the data is optional. Cardinality 1 means that the data is mandatory. Cardinality 0…n or 1…n means that more than one piece of the same type of data may be provided.