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8th International Conference of
the European Commerce Registers
Royal Hospital Kilmainham, 11 - 13 May 2005
Registries Working Together
CONFERENCE AGENDA
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09.30-09.45
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Opening Address and Welcome
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Michael Ahern T.D.
Minister for Trade and Commerce
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09.45-10.30
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The Problem of Branches
At the Paris Conference a serious issue was identified arising from the increasing practice of
companies of registering in one jurisdiction for the purposes of trading exclusively in another, through a branch.
The problem the register of the branch has is that it may not be aware that the company on the register has been put into liquidation or
even dissolved.
Since that conference, we have been working on a technical solution whereby registries will be linked and a change in status on the register of the company will be automatically recorded on the register of the branch.
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Paul Farrell from CRO Dublin will discuss the issues involved and the issues to be resolved.
John Murray of ERSL will explain the technical solution implemented.
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10.50-11.30
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Protected Cell Companies
Some companies in the funds and insurance
industries favour the use of a “protected cell” company whereby the liabilities in one cell do not transfer to other cells within the company, even though the cells are not corporations. This form of company has existed
in a number of jurisdictions for some years. Recently, Ireland published legislation in this area.
The issues arising in these companies will be analysed and the decisions that have to be made in establishing
such companies considered.
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Jane Bates
Jane is Head of Companies for the Isle of Man Financial Supervision Commission.
The PCC structure has been in place on the Isle of Man for some years
Julian Lamb
Jersey Registry has recently engaged in an extensive review in advance of introducing its own legislation.
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11.30-12.00
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SE Asia
The registries of SE Asia and Australia and New Zealand have recently established a forum of companies’ registries. Lynn Lynch of Companies House attended the latest conference and has been welcomed as a member of their board.
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Lynn Lynch will report on the issues raised in the other forum and on the similarities and differences arising between them and European registries.
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12.00-12.45
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Continuance - Jersey's Experience to Date
The SE and the proposed 14th Directive on the transfer
of seat will pose substantial challenges to registries managing corporate continuance. Some registries have experience of this because corporate continuance has been possible in their jurisdictions
for some time.
Since the last conference, Julian Lamb from the Jersey registry has been working on a draft continuance certificate which can be discussed by other ECRF members. If the
certificate is approved by members the ECRF will produce a multi-lingual version which will greatly ease the transfer process.
Julian has also been looking at some of the practical issues
in such transfers arising from different practices and procedures in different jurisdictions.
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Julian Lamb
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13.45-14.30
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The Financing of Registries
There will be a round table discussion on the financing of
registries. Of particular interest will be the application of the various EU Directives such as the Capital Taxes Directive, the First Company Law Directive and the Directive on the re-use
of Public Sector Information, all of which affect the charges that can be imposed by registers.
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Ireland, the Netherlands. Serbia, Sweden and the UK
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14.30-15.15
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Company Law Revision in Ireland
The Company Law Review Group was set up in Ireland in
2002. It has engaged in the most extensive review of Irish company law ever. It is now engaged in the drafting of the implementing legislation.
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Tom Courtney has been chairman of the Company Law Review Group since it was established. He
has written extensively on company law matters.
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15.15-15.30
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Company Law revision in the UK - the Recent White Paper
The UK has also been engaged
in an extensive process of review and a white paper was published recently.
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Helen Thewlis
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15.50-16.45
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The Irish Companies Registration Office
The CRO in Dublin has been through several
phases of change in recent years in processes, hardware and software development. These will be outlined.
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Paul Farrell
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09.15-09.45
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EU Developments
An outline of the current issues for the European Commission in the
Company Law area.
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Pierre Delsaux is Head of Unit for Directorate F2 of the European Commission DG for the Internal
Market. Directorate F2 deals with Company Law, Corporate Governance and Financial Crime. Pierre is also acting Director for Directorate F which deals with Free movement of capital, company
law and Corporate Governance.
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09.45-10.15
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EBR and possible links with ECRF
The European Business Register is the network that allows
searches on companies across Europe through the member registers. There will be an update on the activities of the Register.
The Forum has been in discussions with the EBR about
possible links between the Forum and the Register which might permit the Forum to engage more extensively in community and other activities.
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Vito Giannella
Paul Farrell
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10.15-10.30
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WINS Project and XBRL
WINS addresses the need for Public Financial Institutions such as Finance Ministries to
acquire Business Intelligence to assist in definition of financial policy. This will be done by analysing the financial situations in various economic sectors, including support for identification of tax evasion and the underground economy.
Secondly, WINS addresses the need of Private Financial Institutions to acquire data, following the adoption of the recent Basel Capital Accord (Basel-II), which is governed by the Bank for International Settlements. This Accord establishes standards
for capital adequacy and credit risk for banks worldwide.
The WINS Initiative is part financed by the European Commission eTEN programme, project 510836.
XBRL is the new standard for financial reporting.
Piero will explain the objectives of the WINS project and invite participation. He will propose separately that there should be a degree of co-ordination of XBRL projects in the registries.
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Piero Milani
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10.30-11.00
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BRITE
Under the auspices of the European Business Register a proposal has been put to the Commission for funding under the
Sixth Framework Programme. The proposal is for research into the issues confronting the European Company Registries in communicating with each other in support of the single market. It has an overall timeframe of three years. The proposal has so far been
viewed favourably by the Commission although final clearance is awaited.
If the project proceeds there will be a major role for the registries in directing the research to ensure a workable solutions and real benefits.
Vito will outline the proposal and invite participation in the project.
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Vito Giannella
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11.15-12.00
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Comparative Study
The European Commission is supporting a project to develop business
registration services in the Ukraine, increasing transparency, encouraging adoption of European standards in terms of both legislation and best practice, and exploring the potential for Ukrainian
membership of the European Business Register. As part of this project, and with the support of ECRF, information has been assembled on registration practice throughout Europe. David Walke will
report on the findings of this survey.
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David Walke
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12.00-13.00
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Putting the Business at the Centre
The Dutch Conference in 2006 will have a focus on the
customer. Its thesis will be that the registries are not "keeping a register" but are "providing information" that companies want and need.
The Netherlands will focus on the Dutch developments
towards one register acting as a single point of contact between companies and government.
The discussion will be opened in the 2005 conference and any actions between the conferences
will be agreed
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Martin van Eijl
Kitty Schopman
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