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The European passport for legal entities

The European passport for legal entities

Directive 2012/17/EU regulates the efforts to increase cross-border access to published data of companies. This means that the national trade registers of the Member States will in due course (after full implementation of this Directive) be interconnected. This interconnection via a central platform (the European e-Justice portal site) will make it possible to retrieve from the Netherlands specific information in the Dutch language on various data of companies that are registered in other Member States, in other trade registers. One example is the important issue of representative authority: who is/are authorised to sign on behalf of a Spanish SrL (the so-called Sociedad de Responsabilidad Limitada, a legal entity that is similar to our private limited liability company, and what limits apply to this authority? Or even better: retrieving this data for a future Greek or Bulgarian trading partner, simply in your own language.

Because it will probably take a few years before the European trade registers will be interconnected in this way, the Royal Notarial Association (KNB), in consultation with the Conseil des Notariats de l’Union Européenne/Council of the Notariats of the European Union (CNUE), has taken the initiative to create the European passport for legal entities. This will enable European notaries to contribute to the promotion of international trade. There is a great need for reliable information on legal entities from other Member States and we will probably have to wait “a while” for the central trade register platform. Against that background, a so-called passport for legal entities can be an extremely useful tool. At the annual conference of the KNB in the autumn of 2014, “the notary across borders”, the first European passport for legal entities was presented to the President of the CNUE, and the KNB has now made so much progress that the passport is almost ready for use in the notarial practice. Again, digitizing the various data in all the languages of the Member States takes a considerable amount of time; the passport is issued by the notary as a bilingual document, i.e. in the own familiar language and in the language of the country of origin. The notary can be confident that the translation and terminology are correct and that the information is always provided in the same “format”.

The passport will mainly include data that must also be included in the relevant national trade registers under a previous European Directive (Article 2 Directive 2009/101/EC), i.e. the name according to the articles of association, the date of incorporation, the current articles of association, the address and further relevant information, such as the object of the company, information on the capital and of course representative authority and any limits thereon. The passport will in addition include information on shareholders and ultimate beneficial owners (the so-called UBOs). Appended to the passport will be the articles of association, accompanied by a translation into English, French, German or Spanish, as well as an extract from the national trade register and copies of the proof of identity of natural persons who are involved in the legal entity (directors, etc.). How the privacy and confidentiality of this data will be secured is not yet entirely clear.

The European passport for legal entities will in fact bring together the various notarial statements about legal entities that we, notaries, are already issuing in international relations on a daily basis. In addition, notaries are already carrying out detailed investigations into UBOs under the Money Laundering and Terrorist Financing (Prevention) Act (the Wwft), and various company documents are being authenticated by notaries and fitted with an Apostille if required. In my opinion, international trade will certainly benefit from the uniformity (in terms of format and content) of these notarial statements and certificates regarding legal entities. On the other hand, the European passport will disclose significantly more information than the current data in the trade register and the articles of association; our UBO investigation, for example, is confidential and submitted documents remain in our file.

Dirkzwager monitors developments with regard to the European passport for legal entities with interest and will publish more on it when there is more clarity.

By Anne Claire Sillevis Smitt

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