The Diplomat
The European Parliament in Brussels this week hosted a forum which concluded that the Business Registers are a key pillar in the digital transformation of the European Union with full legal certainty.
The forum, entitled “The Digital Transformation of Commercial Companies and Legal Certainty”, took place last Tuesday, promoted by Juan Fernando López Aguilar MEP, chairman of the Committee on Civil Liberties, Justice and Home Affairs, and organised by Registrars of Spain, together with the media Aquí Europa and Canal Europa.
Driven by the pandemic, but with a long history behind it, the digitisation of Spain’s Mercantile Registries has been of interest to national and European institutions for years. This interest has been transferred to Brussels coinciding with the presentation by the European Commission of the proposed Company Law Directive on digital transformation and the creation of commercial companies in the EU. Its aim is to facilitate business activity in the common European space through the more efficient use of digital tools.
Jesús González Mateos, director of Aquí Europa and Canal Europa, who chaired the conference, highlighted the great technological change that has taken place since the launch of the European Commission’s Digital Decade programme just three years ago until today and the need to discuss the main challenges or difficulties that companies and Registries may encounter.
The session was opened by Mª Emilia Adán García, Dean of the Association of Registrars of Spain, who stated that “the entire legal life of companies hinges on the Mercantile Register” and recalled the public service status of the registers.
She also stated that the Mercantile Register is one of the key elements in the European and national regulation of commercial companies; it facilitates legal commercial traffic and provides legal security through the control of legality carried out by the registrars.
Adán pointed out that digitalisation will not reduce the quality of service and called for “continued reliance on legal certainty, interconnection and digitalisation of corporate life”. He also pointed out that the European legislator has the competence and interest in harmonising company law, as an instrument for unifying the European internal market and facilitating the freedom of establishment of commercial companies, and asked that “European regulations should not lower standards, as society is increasingly demanding higher standards of legal certainty”.
He was followed by the Director General of the European Commission’s Legal Service, Daniel Calleja, who pointed out the suitability of the event in view of the situation in which we find ourselves in Europe, a situation of change and evolution. He said that one of the challenges facing the EU executive is to equip at least 80% of the population with digital skills.
One of the Commission’s main lines of work is digitalisation, and it must be regulated so that the single market can expand and increase the competitiveness of European companies. With European regulation in this area, the EU will be able to impose a certain global framework in line with our values. This has been one of the main lines of work and much remains to be done, but always without losing legal certainty, which is the responsibility of the Mercantile Registries, Calleja explained.
Calleja also assured that “if we manage to adapt the framework to the needs of the Registry, Europe can go forward with confidence”.
He also listed the main objectives of the reform of digital tools, which are to improve transparency through access to information, strengthen competitiveness and remove obstacles and administrative barriers, as well as the one-time principle, the European company certificate, and the elimination of the apostille and exemption from some translation requirements.
For her part. Ana del Valle, member of the board of the European Association of Mercantile Registrars, said that this entity “has transformed the Registry to make it totally digital” and recalled that “the Mercantile Registries are working simultaneously on the BRIS system, and on the full implementation of the European directives”. The representative of the European commercial registrars pointed out the challenges posed by digitalisation and added that the quality work of the commercial registrars will serve to improve digitalisation.
The central point of the forum was the round table discussion with the participation of Ana Gallego Torres, Director General for Justice and Consumers of the European Commission; Lola Villar, Coordinating Councillor for Justice of the Permanent Representation of Spain to the European Union; and the MEPs Juan Fernando López Aguilar and Juan Ignacio Zoido, Chairman and member of the Committee on Civil Liberties, Justice and Home Affairs, respectively.
Ana Gallego Torres, explained that the fundamental objective is to train people, companies and administrations for digitalisation as one of the strategic lines of work of the European Commission. One of the basic rules that the Executive is considering is the principle of only once, which “is important so that business transactions are agile and that the citizen does not have to present the same documentation over and over again, but that it is constituted within its acquis”.
In addition, the European Commission has tabled a proposal to adapt European companies to the digital society. Its main objectives are the transfer between EU countries and to ensure that the data contained in the registers is accurate, reliable and up to date. According to Gallego, “the information contained in the registers is important and fundamental” and therefore we are on the right track for quality advertising without the need to harmonise the registers.
She also stressed respect for national systems, reducing administrative burdens, but with the ultimate aim of combining legal certainty and promoting the expansion of the internal market.
Lola Villar emphasised that the pandemic had given a boost to a system which, although it had already begun, had not yet reached the level it is at today. She indicated that the level of legal security in Spain is important, and announced some of the points of the reform, such as the use of videoconferencing by registrars, the mention of the electronic headquarters to the Registries and interoperability.
In addition, with regard to the progress made on the new proposal, she made an initial positive assessment and focused on the need to provide and unite legal certainty and data quality. And for this, she said, the Mercantile Registries can be counted on.
In the more political part of the debate, Juan Fernando López Aguilar MEP pointed out that the European Union wants to be a pioneer in this digital sector, as it has been with the issue of data protection at a global level. “When we complete the legislative process some processes will already be obsolete despite the fact that the legislation is now visionary,” said the chair of the Civil Liberties, Justice and Home Affairs Committee.
Finally, Juan Ignacio Zoido, a member of the same Committee, defended that “digitalisation is not a panacea”, and like López Aguilar, insisted that the EU “is being a pioneer in the development of digital infrastructure that helps business development”.
With a Business Register adapted to digitalisation, great achievements would be made for businesses, citizens and public administrations alike, according to Zoido, who believes that quality legal certainty adapted to the digital era will allow progress to be made in a global framework based on equality, generosity and cooperation. This digitalisation is not perfect, but it can be led by the Commission, said the MEP.
Enrique Maside Páramo, Member for European Affairs of the Spanish Association of Registrars, closed the conference by summarising the conclusions of the main ideas put forward during the Forum, which revolved around the need to combine legal certainty and digitisation, the importance of the quality of registration and the importance of the control of the legality of registration as a means of preventing high levels of litigation.
