Under the proposal, which would modify what is known as the First Company Law Directive, companies would be able to file their documents and particulars either by paper means or by electronic means. In the UK, certain electronic filings are already possible. Members of the public would be able to obtain copies by either means. Again, this is already possible in the UK, although there are limitations.
The main changes under the new proposal would be as follows:
- Member States would be required to make the filing of company documents and particulars by electronic means possible as from 1st January 2005. As from that date, companies would in principle be able to choose between paper and electronic means. Member States could impose filing by electronic means upon all or certain categories of companies, for all or certain types of documents and particulars.
- The original Directive stipulates that companies must file in a register the documents and particulars which must be disclosed. Copies must be available to the public at a price not exceeding the administrative cost of providing them. The proposed modifications would add a requirement that those copies must be obtainable by electronic means if the applicant so wishes.
- The original legislation requires all documents and particulars filed in the register to be published in a national gazette. The new proposal explicitly allows the national gazette to be kept in electronic form and allows Member States to replace publication in the national gazette with "equally effective means", subject to the provision of a central and chronological access to company information.
- The original Directive states that letters and order forms used by companies must include certain particulars, including the company's registration number, legal form and registered office. The new proposal would ensure that this is true for all letters and order forms, whether they are in paper form or use any other medium, and would add that if the company has a web site, it too must contain these particulars.
- A new article would be inserted in the Directive with the aim of improving cross-border access to company information. Companies could disclose their documents and particulars, in addition to the mandatory disclosure made in one of the languages permitted in their Member State, in any official languages of the EU. Member States would be required to ensure that, if companies choose to do so, electronic access in those languages is provided. Member States could also allow companies to voluntarily disclose their documents and particulars in any languages external to the Union.
The proposal sets the date of 1st January 2005 as the deadline for implementation by Member States of the national provisions necessary to comply with the Directive.
The proposed amendments would alter neither the original list of documents and particulars which must be disclosed, nor the original provisions whereby Member States must determine by which persons the disclosure formalities are to be carried out and provide for appropriate penalties in defined cases.