COUNTRY NOTES

As part of the pre conference preparations, participating countries were asked to contribute notes on company registration in their country. Listed below are the countries which kindly contributed notes. If you wish to view a copy of any of these, please click on the relevant country.

Austria
Belgium
Denmark
Estonia
Finland
France
Gibraltar
Hong Kong
Latvia
Lithuania
Malta
Norway
Romania
Slovenia
Spain
Sweden
Switzerland
United Kingdom


Austria
Organisations responsible for registration and provision of company information:
16 High Courts [Gerichtshöfe 1. Instanz] in commercial matters (every court has one or more business register departments). Apart from its other duties (general jurisdiction) the High Court is responsible for maintaining the business register for its area of local jurisdiction. It decides in non-contentious jurisdiction through judges or court clerks. The paper file concerning a registered entity is kept by the court; the EDP-database is installed at the Federal Computing Centre (belonging to the Federal Ministry of Finance). In the court office in charge of the business register the data contained in the application of the party obliged to file the application will be entered into the business register data base. In the following, the body in charge of making the decision (judge/court clerk) will check the application as well as the data that have already been entered, compares documents and the current status in the business register, orders corrections or obtains comments (e.g. by the Chamber of Commerce regarding the exclusivity of the business enterprise. If and when the matters are ready for decision and data have been entered correctly, the body in charge of making the decision - by means of a suitable technical procedure - enters its approval into the data base, which results in the fact that over night the alterations resulting from the approval are transmitted from the working version of the court into the up-to-date/current business register and are then considered "registered" pursuant to Section 15 HGB [Commercial Code]. If publicising of the registration is required by law, the data bank system automatically generates the text to be publicised and transmits it to the publicising media/papers.

The High Courts mentioned above are situated in the capitals of the provinces (exception: Vorarlberg) and in major capitals of districts.

Types of companies and businesses registered:
 Main legislation governing registration and access to company information:
 Information received at incorporation/ registration:
 At large:
 for GmbH-companies [companies with limited liability]
 for stock companies:
 Information required during a company's life:
 Information available to customers:
 The whole information is public, there is general access to original documents. The information is delivered by electronic services.

Funding:
The registry is funded from the national budget and it is aimed to claim cost covering fees.

Other information:
Since middle of 1999 the Austrian Business Register is available in the internet, another access possibility is via the European Business Register.

Belgium Organisation responsible for registration and provision of company information:
EURO DB
Place de l’université, 16
B 1348 Louvain-la-Neuve
Tel. 32-10.47.67.11
Fax. 32-10.47.67.67
www.eurodb.be
A special convention with the Ministry of Justice and the ministry of SME gives to EURO DB the charge of maintaining the Central Trade Register and the distribution of the official information extracted from the corresponding data base.
All information can be obtain from:
Jean-paul Courtois
Managing Director
Myriam Feuillat
Data manager

Types of companies and businesses registered:
Any company or self-employed wanting to be commercially active in Belgium has to be registered in one of the 30 Clerk’s offices of the Trade Registers. The inscription describes the type of the business, the activities, the different offices / shops and who are the managers / founders.
The Central Trade Register database contains the consolidated data of all inscriptions referenced to as one file per company or self-employed. These data are integrated with other data from diverse official sources in Belgium like VAT administration, social security office, national bank … to give a full image of the business.

Main legislation governing registration and access to company information:
Consolidated laws of 1964.

Information received at incorporation/ registration:
Every day the paper copies of the inscriptions, modifications, radiations and judgments from all 30 TR offices are sent to EURO DB. The data out of those documents are introduced in the database and checked. Batch programs integrate the new and refreshed data in the full view of all businesses having been changed / created over day. Exceptions are treated manually.

Information required during a company's life:
The main required information for companies are: name(s): Company name, abbreviation, siggle, main office address, legal form, date of incorporate, capital, owners, shareholders / partners depending on legal form, commercial office(s) addresses, activities, authorisations (depending on legal prescriptions for activities), ...
For self-employed: Name and surname, birthday and place, private address, commercial name, abbreviation, siggle, main office address, associates if any, commercial office(s) addresses, activities, authorisations (depending on legal prescriptions for activities), ...

Information available to customers:
The company or self-employed profile can be accessed on internet (financial view or legal view), monitoring of series of businesses can also be requested: messages and / or information are sent by fax / email when changes occur (21 monitoring criteria).
Bulk files can be ordered following own selection criteria for marketing purposes; sample all new businesses in a region, all companies with a specified legal form since a certain period of time and in a choice of activities, ….

Funding:
The management of the Belgian Central Trade register is funded by the sale of products and reports build out of the database. Royalties are allocated to the Ministries on the sales result.


Denmark

Organisation responsible for registration and provision of company information:
The Danish Commerce and Companies Agency (DCCA) is an agency under The Danish Ministry of Trade and Industry
Address:
Kampmannsgade 1


DK- 1780 Copenhagen V
Phone:
+45 33 30 77 00
Fax:
+45 33 30 77 99
E-mail:
eogs@eogs.dk
Web site:
www.eogs.dk
Office hours: Monday-Thursday 9-16, Friday 9-15
Types of companies and businesses registered in DCCA
 The Danish Commerce and Companies Agency registers public and private limited companies, commercial foundations, European Economic Interest Groupings, financial institutions (banks and insurance companies), co-operative societies, partnerships, commercial associations and a number of other enterprises with limited liability.
The following information in this paper is mainly about public and private limited companies.
Since 1986, all companies have been registered via edb, and today approx. 100.000 active companies are stored in the central database.
Since 1988, the database has been offered to the public as an on-line service by modem communication, and since 1998 all existing basic information and services have been available on the Internet. The address is www.publi-com.dk.
Main legislation governing registration and access to company information
Public limited companies are regulated by the Public Companies Act and Private limited companies are regulated by the Private Companies Act. Furthermore registration and access to company information is regulated by an executive regulation.
Information received at incorporation/registration
In order to establish a company in Denmark you need to send a registration form, a minutes of the statutory general meeting and a Memorandum of Association including draft Articles of Association to the Danish Commerce and Companies Agency.
The following information from these documents is entered into the database:
  1. the name and secondary name(s) of the company and its registered office,
  2. name and address of the founder/founders, the manager of the company, the board of directions and the auditor,
  3. the date of the founding general meeting,
  4. capital particulars: the amount of the share capital, share capital development, etc.
  5. the objects of the company,
  6. the accounting reference period,

7. limitations as to the members of the board of director’s and the members of the management board’s right to sign the company.
Information required during a company’s life
Changes in a company need to be notified and registered if concerning changes such as
  1. new articles of association,
  2. new members of the board of directors or the management board,
  3. increase or reduction of share capital.
Furthermore the companies have to submit their annual accounts to the Agency.
All information is required on a regular basis and if a company does not provide the information to the agency it can be fined. Furthermore the agency can decide that a company shall be dissolved if the company fails to submit to the Agency its annual accounts and related reports in due time and in a form which accords with the Company Accounts Act, or if the company does not have the management or the auditor required by law or by its articles of association, and fails to remedy these defects within a period determined by the Agency.
Information available to customers and funding
Through a self-financed company of the agency, the business community and other interested parties may gain access, for a fee, to updated information on approx. 100.000 companies as well as copies of their annual accounts.
The information is offered to the public via an on-line Information System where the user is able to order transcripts and annual accounts and the requested product is delivered to the user via fax or mail. Access to the Information System is available via the Internet – www.publi-com.dk.
The fee paid for these informations does not make profit to the government but only covers costs related to this service.
In addition to the on-line Information System the DCCA provides different types of transcripts from the register, photocopies of company relevant documents (memorandum, articles of association, registration form, minute book of general meetings, valuation report, preliminary statement of account and mergerplan) photocopies of the annual accounts, and different types of certificates.



Estonia
 

1. Organisations responsible for registration and provision of information:

§         Registration departments of local courts maintain commercial register, register of associations and foundations, register of commercial pledges and register of ships. There are 16 local courts, but only 4 of them have registration departments.

§         The digital data from all the registration courts is saved in a central database, kept by the Centre of Registers of the Ministry of Justice [phone +372 611 38 43, fax +372 646 01 65, eer@eer.ee, services via Internet in Estonian/English/German].

 

2. Number of businesses registered

Monthly statistics is available on the web. May 1st, 2003 – total 81,311:

a.       Sole traders (füüsilisest isikust ettevõtja, registration is voluntary) – 20,697

b.      General partnerships (täisühing, registration is voluntary) – 333

c.       Limited partnerships (usaldusühing, registration is voluntary) – 622

d.      Private companies limited by shares (osaühing) – 51,242

e.       Public companies limited by shares (aktsiaselts) – 7,159

f.        Commercial associations (tulundusühistu) – 900

g.       Branches of foreign companies (filiaal) – 358

The figures cover also farmers, handicraftsmen, fishermen, liberal professions, banks, insurance companies, investments funds, state-owned and municipal enterprises etc. There is a single company law and a single commercial registration for all forms of economic activities in Estonia.

Registration of associations (18,508, incl. political parties, trade unions, churches etc) and foundations (532) is integrated into the commerce registration.

 

3. Main legislation governing registration and access to company information:
Commercial Code (Äriseadustik), entered into force September 1st, 1995 (English and German translations are available on the web).

4. Information received at incorporation/ registration:

4.1. Information entered into the digital database:

a.       On the basis of a notarised registration application:

·                   business name, objects of activity, seat and address,

·                   amount of share capital of the company (or limited partners’ contributions);

·                   date of conclusion of the memorandum of association of the company;

·                   names, ID-codes and residences of directors/partners/sole trader;

·                   how the directors/partners are entitled to represent the company/partnership,

·                   beginning and end of financial year;

·                   procuration information;

b.      Names, personal ID-codes and residence of company founders and their contributions;

c.       Names, personal ID-codes and residences of members of supervisory board and sworn auditors, if a supervisory board and auditors exist;

d.      Phone, fax, e-mail and web site (if existing);

e.       Articles of association (scanned).

 

4.1. Information not entered into the digital database:

a.       Notarised memorandum of association.

b.      Bank notice concerning the payment of share capital. Upon payment of a non-monetary contribution – the documents, certifying transference and value of the contribution.

 

5. Information required during a company's life:

a.       Directors/partners/sole trader shall submit an alteration application if the registry information is changed. Some transactions have legal effect only after the registry entry has been made (incorporation, changing of articles of association, changing of company seat, increase or reduction of share capital, merger, division and transformation etc).

b.      Companies, foundations and commercial associations shall submit their annual financial reports – on the paper or in electronic form (using digital signatures or @-banks). List of shareholders of private limited company shall be appended.

c.       Bankruptcy information (incl. trade bans), compulsory dissolutions and trade bans shall be entered into the register on the basis of court rulings.

6. Sanctions:

a.       Upon failure to submit information prescribed by law or upon submission of false information, the registrar may repeatedly impose a fine of up to 400 days’ wages on every director/partner (or on sole trader), until correct information has been submitted;

b.      If there is a notice concerning the incorrectness of registry information or a registry entry is missing, the registrar shall make or correct the registry entry after a caution procedure (and impose a fine);

c.       The registrar shall carry out compulsory dissolution after a caution procedure if:

·                   a company or commercial association does not have minimal net assets or does not submit a requisite annual financial report,

·                   an enterprise is not located at the address entered into the register and the registrar has no information concerning the actual location of the enterprise;

·                   the company fails to bring the membership of the board (i.e. directors) into accordance with the requirements of the law or the articles of association during the set term.

7. Information available to customers:
7.1. In the notaries offices:

a.       All persons have the right to obtain attested print-outs from the commercial register database;

b.      Notaries shall issue certificates concerning the existence (or missing) of legal facts in the commercial register database.

 

7.2. In the registration courts:

a.       Registry entries and original documents, submitted by companies, are public. Everyone has the right to examine the entries and files, and to obtain their certified and uncertified copies;

b.      At the request of a person, the registrar shall issue a certificate that an entry has not been amended or that a particular entry is not in the register;

7.3. The digital central database, kept by the Centre of Registers, is also public:

a.       Basic company information is available in Estonian/English/German via Internet, free of charge for everyone (business name, company ID-code, address, share capital, date of the first entry, information about bankruptcy, dissolution, deletion). Inquiries can be made also by mobile phone supported by the WAP-system;

b.      Procedure information (proceeding of entry applications and making of entries, making of cautions, imposing of fines and compulsory dissolution procedures), compulsory dissolution information and trade bans are also available via Internet and free for everybody;

c.       Other information on the Internet is free of charge for public agencies and for fee for other persons. The information can be also obtained from the Centre of Registers by phone, by fax, by modem connection or by mail;

d.      Checking of distinctiveness of new business names with regard to registered business names and trade marks can be made via Internet or by mail or by fax (free of charge).

8. Funding:
Registration is funded from the state budget. State fees for the registration procedures go to the state budget. Information service by the Centre of Registers is based on self-financing, net profit shall be re-invested.


 9. Other information:

a.       Registration departments of courts make registry entries electronically since March 3rd, 2002.

b.      An entry comes into force after it has been saved in the central database, kept in the Centre of Registers. The entry has public reliability as of the publication of a reference on the entry on the website of the Centre of Registers.

c.       State agencies shall access data in the commercial register through a computer network of the Centre of Registers and shall not request the submission of the same data from persons.

d.      If a legal entity is entered into the commercial register (or associations and foundations register), it will be automatically registered as an income tax payer and social security tax payer by the Tax Board and by the Social Security Fund. There is no double registration.

e.       All registry applications shall be notarised. Notaries are advisers and mediators. Memorandums of agreement of companies, share transfer transactions of private companies and election meetings of shareholders of public companies shall be notarised.

f.        Every foreign person, that has legal capacity, may act as a sole trader, partner, company founder, shareholder or company director in Estonia. The residence of at least one-half of company directors must be in Estonia.

g.       All shares of all public companies shall be entered in the digital Central Depository of Securities in 2001-2003. The register is not public.


Viljar Peep, M.A.
Head of Notaries and Registers Division,

Estonian Ministry of Justice,
May 29th, 2003




Finland
Organisation responsible for registration and provision of company information:
Patentti- ja rekisterihallitus (National Board of Patents and Registration)
Visiting address: Arkadiankatu 6 A, Helsinki
Telephone: (09) 6939 500 Fax: (09) 6939 5328
Inquiries about matters concerning the Trade Register (09) 6939 5939
Inquiries about pending applications (09) 6939 5929
Extracts and copies from the Trade Register (09) 6939 5959, (09) 6939 5417
Legal adviser (09) 6939 5900
Matters concerning annual accounts (09) 6939 5919, (09) 6939 5533
Mailing address: Enterprises and Corporations, P.O.Box 1150, 00101 Helsinki
Web-site in Finnish: www.prh.fi, in English: www.prh.fi/engl.html

Types of companies and businesses registered: (as of 2000-06-30)
Private Limited Company
221001
Sole Trader


115330
Housing Company

70165
Limited Partnership

48990
General Partnership

15606
Co-operative


2477
Foreign Trader’s Branch

495
Public Limited Company

196
Others



1510
Total



475770

Main legislation governing registration and access to company information:
Companies Act, Trade Register Act
Information received at incorporation/ registration (limited company)
Contents of the notice
The following shall be stated of a limited company:
1) the trade name of the company
2) the date on which the Memorandum of Association has been signed and the date on which the Articles of Association have been approved at the Constituent Meeting of the Shareholders
3) the purpose of the company
4) the place of the registered office of the company
5) the address of the company
6) the share capital, the number of shares, the nominal value of shares or their book counter value as well as the minimum and maximum share capital if the Articles of Association contain provisions thereon
7) a provision of the Articles of Association under which the company may have shares of different classes as well as the number of such shares per class
8) the personal data of the Chairman, members and deputy members of the Board of Directors
9) the personal data of the Managing Director, deputy Managing Director or Supervisor if any
10) the personal data of the Chairman, members and deputy members of the Supervisory Board, if any
11) the personal data of the auditor, auditor in charge and the deputy auditor;
12) any provisions included in the Articles of Association on the signing of the company name and, if a person has been authorized to sign the company name alone or with another person, personal data
13) the financial period of the company.
14) other information to be entered in the register, e.g. auxiliary trade names, authorizations to sign the company name
15) date of the notice
16) the signatures by the own hand of the members of the Board of Directors and the Managing Director.
The personal data means the full names, nationalities, addresses and personal identity numbers of all the persons named in the Statutory notice; in the absence of Finnish personal identity numbers, the dates of birth. In the case of a legal person, its domicile, registration number and the register in which the legal person is entered.
Documents:
1) the Memorandum of Association of the limited company
2) the Articles of Association
3) the minutes of the Constituent Meeting of Shareholders
4) the minutes of the meeting of the Board of Directors

All information, including directors' personal data is entered into a computer database. Information on shareholders is not registered, except for data on the founders of the company.
Information required during a company's life:
Changes in the registered data need to be notified as they occur. The most common types of notices concern members of board of directors, other directors and persons authorized to sign the company name. Increase/decrease of share capital becomes effective only on registration, as well as changes in the articles of association. Other registered data includes ongoing mergers, liquidation and bankruptcy.
All limited companies are required to publish their annual accounts. If the annual accounts are not filed, the registration authority can impose a fee on the company. This obligation is new and poses still problems to many companies. If the company is silent for ten years, it can be struck off the register.
No other information is required on a regular basis.
An amendment in the Companies Act is prepared, according to which a company can be struck off the register if it does not provide the required information, especially the annual accounts. This will become effective in 2001.
Information available to customers:
Our customers are both government bodies and businesses (the customers receiving all registrations in electronic format include the Finnish Taxation Authority, credit information companies, insurance companies, and private providers of business data).
All information is public and available to everyone. Original documents and copies of them are available to the customers. There is a standard report (Trade Register Extract) available on paper. For subscribers there is an online register information system, which is intended mainly to professional customers. Trade register information is available also online through two different providers as a part of their own business data information services.
Basic data is available also on CD (updated four times a year). Annual accounts are available on weekly microfiches for wholesale customers and individual copies of them on paper, fax and by e-mail (scanned images).
Funding:
The registry is funded mainly from registration fees (approx. 90 % of incomes) and fees from information services (10%). The fees are supposed to cover the costs, in most years we have made a profit but in two last years have had a small deficit.
Any other information:
Detailed information on establishing a business in Finland, also about registration practices, available atwww.investinfinland.fi

France
 Le Tribunal de Commerce : The Commercial Court
 History
Commercial courts have existed in France since early Middle Ages when they were
organised by merchants to arrange commercial disputes amongst themselves. In 1563, the Chancellor Michel de l'Hospital formalised the system by creating the 'juges consuls', judges who were themselves merchants elected by their peers. In 1673, Colbert developed the courts throughout the country and by 1721 there were 73 commercial courts in France. The system of 'juges consuls' was the only judicial organisation preserved from the monarchical regime by the French Revolution of 1790. Today, there are 196 commercial courts where 3,200 'juges consuls' judge 1.2 million cases annually; 100,000 in the Tribunal de Commerce de Paris alone.
Who are the Judges?
To be elected judge in a French commercial court men or women must be of French nationality, at least 30 years old and registered on a special list of 'délégués consulaires' (trade representatives) in the jurisdiction of the commercial court or in one of the bordering districts. The candidate must have been listed in the trade register for at least 5 years, during which time he/she was either the owner or manager of a business.
Who votes for the judges?
The electorate is divided into three parts:
The 'délégués consulaires' (trade representatives), themselves elected for 3 years by the same electorate as the of the chamber of commerce. The 'délégués consulaires' are listed either because they are on the trade register, or because they are the official manager of a company. Each company may designate from 1-6 people on the list, depending on the size of their workforce; or because they are the commercial, technical or administrative director of a company.
The active members of the Tribunal de commerce and the chamber of Commerce.
The former members of those institutions, providing that they have asked to remain on the electorate list.
These elections are held annually at the beginning of October.
What is the competence of the commercial courts?
 Commercial courts monitor disputes between companies: from the level of international business to local shopkeepers; they handle all manner of problems, including financial and investment disputes, as well as legal problems concerning business transactions on a national and EEC level. They judge commercial disputes between individuals; watch for potential financial difficulties in a company ('Prévention') and judge bankruptcy cases for companies and artisans.
The Greffe: the registry office of the commercial court
The 'greffier' (clerk of the court) is both a public and ministerial officer, appointed by the Ministry of Justice. The 'greffier' is not a civil servant, but a professional who pays for the practice of the 'greffe' based on the number of companies registered in that 'greffe'. He/she is not paid by the state, but by the fees paid for documents and information furnished by the 'greffe' (initial registration of a company, official publication of the founding of a company or changes of management within the company, official copies of company documents, etc).
The personnel employed by the 'greffier' and the running costs of the 'greffe' are the personal financial responsibility of the 'greffier', just as in other 'sociéte civile professionnelle' (non-trading profession company).
The 'greffier' has two functions:
Judicial: The 'greffier' attends the hearings of the commercial court, records the decisions taken, and delivers copies of those decisions.
Extra-Judicial: The 'greffier' maintains the records of the official trade register. The documents required for the formation of a company are verified and recorded by the 'greffier'.
Any later change in the management of a company (change of address, important change in capital, or the structure of the company), as well as the annual accounts, must be declared to the commercial court and registered by the 'greffiers'.
The 'greffier' is also in charge of 9 registers which record the general situation of a company, including: annual reports, protests, credit rating, leasing (rental contracts), social security or tax office debts. Since the 'greffier' receives all pertinent information regarding the financial status of a company, he is well placed to actively monitor companies for the potential problems, alert the company directors and propose preventative measures in a timely manner.
Information recorded at the 'greffe' concerning registered companies is delivered on request.
Easy public access to the legal and financial status of any French company is available to anyone who asks for it. French commercial court 'greffes' are accessible by the MINITEL or Internet through their data bank INFOGREFFE, or by writing to or visiting the 'greffe'.
Procureur de la République: Head of the Prosecution Department at the Courts of First Instance
The Procureur de la République represents the State before the commercial courts; he may intervene in commercial disputes and he always does so in bankruptcy cases.
The officials who work with the 'greffe'
Avocat (lawyer): A company or individual is not obliged to take legal counsel when appearing before the commercial court; however, even if the court procedure is simple, it is advisable to do so.
Expert The 'experts' are qualified professionals, usually chosen by the court from a list drawn up by the Court of Appeal. Their job is to inform the Court where specific technical knowledge is required to judge a case.
Huissier de Justice (bailiff): They serve notice of a legal process or action to the persons concerned, write the affidavits made by a process server and certify reports. They are present at the judicial hearing to call witnesses, or to write an official account of the proceedings.
Administrateur judiciaire (official receiver): They assist or replace managers whose companies are in financial difficulty; direct the company during bankruptcy proceedings when asked or when required to do so by court decision. Their jurisdiction is nation wide. There are 150 'administrateurs judiciaires' in France.
Mandataire judiciaire (official receiver): They organise the liquidation of a bankrupt company and distribute the remaining assets between creditors. There are 300 'mandataires judiciaires' in France.
Le Tribunal de Commerce de Paris : The Commercial Court of Paris
1 Quai de Corse, 75004 Paris. Telephone: 01 43 29 21 24
There are 172 Judges at the Tribunal de Commerce de Paris. Company managers or business owners, the judges represent the business community in the 20 chambers which resolve business disputes and the 4 chambers which deal with bankruptcy cases.
The Greffe of the Tribunal de Commerce de Paris: the Registry Office of the Commercial Court of Paris.
Since 1792, there have been 13'greffiers' in the Tribunal de Commerce de Paris. The Paris 'greffe', which is a 'sociéte civile professionnelle' (a non-trading profession company), is directed by 4 'greffiers' and employs 260 people. Every year, the 20 chambers judge from 40,000 to 50,000 cases; 85% of which are business disputes, 15% are bankruptcy cases.
Judgements take from 1 week to 4 months, depending on the complexity of the case.
Approximately 8% of the Court's decisions are appealed; only 1.7% of which are annulled by the Court of Appeal.
In addition to alerting companies of potential financial difficulty in a service called 'prevention'', the 'greffe' also counsels on legal problems related to a commercial court process or on changes in company structure; publishes informative texts on the Tribunal de Commerce and the registration process; and holds an annual 'open house' to explain the work of the 'greffiers' and the purpose of the Trade Register.
Minitel and Internet Access
There are two Minitel servers: 08 36 29 11 11 Infogreffe, which is non-subscriber, and 36 14 Infogreffe, which is a subscriber service.
http://www.infogreffe.fr gives access to the 'greffe' and the interactive message services.
http://www.greffe-tc-paris.fr gives practical information about the <<greffe>> (documents required for administrative purposes, schedules of hearings, electronic filing, form filing, on line answers to entrepreneurs' questions, etc) as well as statistics concerning the Tribunal de Commerce de Paris.
The greffe of the Tribunal de commerce de Paris is directed by a group of four greffiers : Sylvie REGNARD. Pascal BEDER, Olivier DENFER, Bernard GUENIX.



Gibraltar
Situated at the gateway to the Mediterranean, Gibraltar is conveniently placed close to Spain and Portugal.
Gibraltar has been a British territory for 296 years, but it has its own internal Government and Legislative Assembly, which passes its laws. The Courts, Taxation system, Civil Service and Customs are all controlled by Local Government while the United Kingdom takes care of security and foreign affairs.
Gibraltar is a territory of the European Union by virtue of Article 227 of the Treaty of Rome which provides that the Treaty applies to the United Kingdom and those European territories for whose external relations a member state is responsible.
Company law in Gibraltar is governed by the Companies Ordinance which is based on UK company law and EU Directives.
Gibraltar is not bound by EU tariffs or taxation, including treating on VAT. This has permitted it to continue to develop independently as a financial centre. Through incentives the Government has attracted a large number of international businesses, including the registration of investment companies and the territory has built up a reputation for reliable legal and financial advice.
In terms of the overall financial stability of Gibraltar, this has been consolidated and further confirmed by the presence of some 30 major international banks providing a wide range of banking services, together with a number of international accounting firms, many of which rank in the world top 10.

Registration of Companies in Gibraltar
Company formation in Gibraltar is an important part of the financial services that Gibraltar offers.

The Registrar of Companies in Gibraltar is the Financial and Development Secretary who is an official if the Gibraltar Government and is appointed by the UK.
The Gibraltar Government in early 1993 decided to hand over the administration of the Companies Registry to a private company, Companies House (Gibraltar) Limited. The Registry is self funding.
/P> Companies House has three main Statutory duties:


Companies have to register details of Shareholders, Directors, Secretaries, Accounts, Mortgages and any changes thereof. Penalties are incurred for non compliance.
Companies House has gone to great effort and expense to introduce a comprehensive computer database.
This Database has permitted Companies House to have information on all companies registered in Gibraltar at its finger tips and available in seconds. This has resulted in the information being available to the public in the form of a Company Profile within two hours of requesting it by fax. A Company Profile is a summary of the information held on the Register.
The total time for registering and incorporating a company and receiving the Certificate of Incorporation is three hours. The Database also facilitates access to the Register of Mortgages and Liquidations. Inquiries regarding the Registers can be replied to immediately, even if the request comes from abroad as we have introduced a system of payment by Visa.
Companies House employs fifteen staff at its newly refurbished eighteenth century premises at 317 Main Street at the heart of Gibraltar's financial centre. The staff are able to deal with inquiries in English, Spanish, French and Portuguese and produce certificates in these four languages.
A quality initiative has been launched by Companies House for its staff as a means of improving customer satisfaction. This is being achieved by broadening the skills of the staff by training in Company Law, Accounts and Computer work.
Companies House on average receives four hundred documents a day and registers between 3500 and 5000 new companies a year.
Companies House is always looking at ways of improving the quality and speed of services delivered to its customers. It has already managed to make available for public inspection all documents delivered to it within 24 hours of receiving the said documents.
Companies House wants to increase awareness of its products and services. The staff are trained to listen to the clients requirements and in this way maximise their contribution to the Registry.
Improving services to clients must be coupled with maintaining standards not only of Companies House, but of Gibraltar's Financial Centre as a whole. For this reason Companies House works closely with the Financial Services Commission which is the watchdog of the Financial Services Industry in Gibraltar. The Financial Services Commission comes under the guidance of the Bank of England.
Companies House monitors all controlling legislation laid down by the Gibraltar Government and the EU. To this effect it employs qualified lawyers as consultants.
Companies House must see that companies comply with their legal duty to file documents.
Regular weekly meetings are held with users of the Registry in order to obtain at first hand their views and opinions on the work of the Registry.
Can be registered in Gibraltar.
Companies which are incorporated outside Gibraltar can be redomiciled in Gibraltar. Once a company is redomiciled in Gibraltar it becomes for all intents and purposes a Gibraltar company.
A distinction must be made between a foreign company doing business in Gibraltar and a redomiciled company. A foreign company business in Gibraltar and registered under Part IX of the Companies Ordinance, will always remain a foreign company. Such a foreign company will remain subject to the laws of the country where it was originally incorporated.
In order to obtain more detailed information on the different types of companies, please contact Companies House (Gibraltar) for our in depth circulars.

Companies House (Gibraltar) Limited
 Is also the Registrar of:
Business Names and Domain Names;
Trademarks;
Patents;
European Economic Interest Groupings;
Limited Partnerships; and
Trusts
As from the 1 January 1994 it has been possible to register European Economic Interest Groupings (EEIG) in Gibraltar. An EEIG is the first attempt by the EU towards a cross border corporate entity. An EEIG is not an EU company, but it is a vehicle which allows companies and or individuals of different EU states to combine and register in any EU country a grouping which has a legal personality and can operate across national law.
Recent amendment to Gibraltar Law gives Limited Partnerships legal personality.
Gibraltar law permits a company to change its status to a Limited Partnership.
(See our Circular No 22)
Gibraltar Law makes provisions for the voluntary registration of Trusts and Settlements.
(See our Circular No 26)
All Domain Names used in Gibraltar or from Gibraltar for business purpose have to be registered as a business name with the Register of Business Names.

The development of the financial centre in Gibraltar
Gibraltar is broadening its appeal by encouraging foreign firms to establish a physical presence in the territory.
Eurosport and Eurotowers have been built as a cost of £140 million to provide the most modern office buildings for the Finance Industry. Eurosport provides 55,000 square metres of quality office space. The project has had the backing of the Gibraltar Government. The reclamation of land from the sea necessary for this project has increased the land area of Gibraltar by up to one sixth.
The Gibraltar Government has also built the New Harbours project. This has created much needed new warehousing and workshop space in what was part of the old Naval Dockyard. Light industries have been encouraged to come to Gibraltar to benefit from its EU status.
Companies House (Gibraltar) Limited
317 Main Street
PO Box 848
Gibraltar
Tel: (350) 78193
Fax: (350) 44436
Email: cohouse@gibraltar.gi
Directors:
Consultants:
Manager:



The Hong Kong Special Administrative Region, China.

Organisation responsible for registration and provision of company information :
Name : Companies Registry (CR)
Address :
14th floor, Queensway Government Offices, 66 Queensway, Hong Kong. (Administration Section)
Telephone : 2867 2604
Fax : 2596 0585
e-mail : crenq@cr.gcn.gov.hk
web site : http://www.info.gov.hk/cr/
 Types of companies registered :
As at August 31, 2000, there were 508 687 local companies on the register comprising 6 207 public and 502 480 private companies. Companies incorporated outside Hong Kong are also required to register certain documents with the CR within one month of establishing a place of business in Hong Kong. As at August 31, 2000, 5 957 companies were registered from 79 countries.
Main legislation governing registration and access to company information :
Companies Ordinance, Chapter 32 of the Laws of Hong Kong.
Information received at incorporation / registration :
 The following documents are required for the incorporation of a local limited company :-
a)
Memorandum and Articles of Association of the intended company.
b)
A Statutory Declaration of Compliance.
 The following documents are required for the registration of an oversea company :-
a)
a certified copy of the instrument defining the company’s constitution.
b)
Form F1 reporting :-

i)
the particulars of directors and secretary;

ii)
the particulars of the person(s) authorized to act in Hong Kong on behalf of the company;

iii)
the principal place of business in Hong Kong and in the place of incorporation; and

iv)
the registered office in the place of incorporation.
 c)
a certified copy of the company’s Certificate of Incorporation (or its equivalent).
d)
a certified copy of the latest accounts of the company, unless the company is a private company or has substantially the same characteristics as a private company and is not required to publish its accounts according to the laws of its place of incorporation.
 Information required during a company’s life :
 The most common returns required to be filed by a local limited company include Notification of first secretary and directors (D1), Notification of changes of secretary and directors (D2), Consent to act as a director (D3), Notification of situation of registered office (R1) and Return of allotments (SC1). In addition, companies are required to file an Annual Return (AR1) every year giving details of its affairs. Except for a private company, the annual return shall include a copy of the duly certified balance sheet, auditors’ report and directors’ report. Prosecution action may be taken against those companies and directors who fail to file annual returns. Since the Registry expanded its prosecution policy in April 1998, the compliance rate for filing annual returns has significantly increased from 72 per cent to 79 per cent as at the end of March 2000.
Information available to customers :
 Our major customers are professional bodies such as banks, lawyers and accountants firms, financial institutions, secretarial firms and search companies. Other customers consist of members of the public from all walks of life. The records on companies kept by the Registry are public records which are open to everybody. There are 40 specified forms covering most of the information required to be filed with the Registry. The filed documents are microfilmed and some of the information (like company name and number, registered office address, details of directors and secretary, share capital structure, details of receivers and liquidators and a charges indicator) is kept in the computerized database. Customers cannot access the original filed documents that are eventually disposed off one year after microfilming. Customers can access information on companies by ordering microfiches, obtaining reports from the database or conducting on-line searches through the Company Registry On-line Public Search System.

Funding :
 The CR is a government department, but operates on a trading fund basis. This means that it is financially autonomous and can fund its expenditure out of the revenue received from the provision of services such as the incorporation of companies, the registration of documents and public search. As a result, the department can respond promptly to the changing needs of its fee-paying customers through improving service levels and introducing new services. The Registrar of Companies is the General Manager of the Companies Registry Trading Fund. He is accountable to the Secretary for Financial Services (SFS) for managing and operating the CR’s business and achieving its performance targets and financial objectives. The trading fund’s annual report and the Director of Audit’s report on the accounts are tabled in the Legislative Council each year.
Other information :
 a)
Company Law Reform :-The CR gives policy advice to the SFS on a wide range of commercial and company related issues including company law, corporate governance and the accountancy profession. The department plays a key role in formulating legislative proposals for company law and provides the secretariat to the Standing Committee on Company Law Reform (SCCLR). The main task of this committee is to ensure that Hong Kong’s company law meets the up-to-date needs of the business community and the regulatory authorities. In February 2000, the SCCLR published its report on the recommendations of a previously commissioned independent consultancy on the overall review of the Companies Ordinance. Action is now being taken to implement the SCCLR’s recommendations.
b)
Strategic Change Plan :-

The Registry established a Strategic Change Plan (SCP) study team in October 1998 to undertake a comprehensive overall review of the department’s operation and procedures; assess the impact of electronic filing, electronic processing and electronic searching as the three key change drivers; and examine the feasibility and impact of document imaging on the existing system. A consultant was commissioned to conduct an Information Systems Strategy Study (ISSS) in January 2000 to review and assess the preliminary proposals made by the SCP study team and formulate an IT strategy and action plan to enable the Registry to satisfy the department’s information needs. The consultancy report was issued in May 2000. The SCP Study Team completed the Final Report of the SCP in June 2000. The Registry is now taking action to implement the key change initiatives and information technology projects recommended in the SCP Final Report for establishing a fully computerized operation by late 2004.



 The Republic of Latvia
Organisation responsible for registration and provision of company information:
 THE REGISTER OF ENTERPRISES
 Address: Perses street 2, Riga, LV 1011, Latvia (also for enquiries)
Telephone: +371 7225 740
Telephone for enquiries: +371 7225 555
Fax: +371 7242 509, +371 7284 353
E-mail: riga@ur.gov.lv
Web site: www.ur.gov.lv
Types of companies and businesses registered:
Limited liability company (75570), peasant’s farm (36358), private business enterprise (27830), co-operative society (3140), joint-stock company (1643), subsidiary (1386), local government enterprise (1388), state enterprise (1202), shareholders association (793), limited partnership (188), agency (166), full liability partnership (139), enterprise of the co-operative society (125), family enterprise (110), company’s enterprise (88), enterprise of the union of co-operative societies (84), fisherman’s farm (64), public organisation’s enterprise (44), union of the co-operative societies (20), unlimited liability company (9), religious organisation’s enterprise (6). Updated figures is available on www.lursoft.lv.
Main legislation governing registration and access to company information:
Law "On entrepreneurship" adopted on 26.09.1990
Law "On the Register of Enterprises of the Republic of Latvia" adopted on 20.11.1990
Law "On Limited Liability Companies" adopted on 23.01.1991
Law "On Partnerships" adopted on 05.02.1991
Law "On private business (family) enterprise, peasant’s farm and fisherman’s farm" adopted on 08.01.1992
Law "On Joint-Stock companies" adopted on 18.05.1993
Law "On co-operative societies" adopted on 05.02.1998 etc.
Commercial Code has been adopted on 13.04.2000, which will come into force on 01.01.2001 and replace all the above-mentioned laws, except Law "On co-operative societies".
Information received at incorporation/ registration:
The following documents should be submitted to the Register of Enterprises at registration:
    1. Application;
    2. Document confirming the company’s or enterprise’s legal address;
    3. First minutes, which among other information, should show also the first name, surname and personal identification number of the appointed directors (this information on directors, as well as their citizenship is entered into a computer database);
    4. Foundation contract for companies and enterprises with two and more initial members;
    5. Statutes (Articles of Association) for companies. Statutes, among other information should include also the first name, surname and personal identification number of the members (this information on members is entered into a computer database);
    6. List of initial members’ share capital for companies;
    7. Report on tangible property investment (if any) into the share capital for companies;
    8. Bank reference showing the money amount invested into the share capital for companies;
    9. Licence or permission for the types of activities, for which the restrictions are established by legislative acts and regulations (banking, for instance);
    10. Samples of the signatures of the persons who are entitled to act and sign in the name of the company or enterprise. Signatures must be notarised by sworn notary;
    11. Copy of passport of members or copy of certificate of registration, if the member is foreign legal entity;
    12. Bank receipt confirming that the state registration fee is paid;
    13. Bank receipt confirming that the fee for publication in the Official Gazette is paid.
Information required during a company's life:
 Changes in the directors and all changes in the basic documents (Foundation Contract, Statutes or Articles of Association) should be registered with the Register of Enterprises, for instance:
Besides the following information is registered on cessation of activity of the company (enterprise):
 1) Court decision on establishment or dismissing of the creditors administration and appointment and dismissing of the administrator, as well as the administrators’ first name, surname and personal identity number;
2) Court decision declaring the insolvency, opening, cancellation or completing the bankruptcy procedure;
3) Company (enterprise) decision on the commencement of liquidation, date of the commencement of liquidation, as well as the liquidators’ first name, surname, personal identity number and right of signature;
4) Court decision prohibiting the company (enterprise) to carry out entrepreneurial activity.
All companies and enterprises, except peasant’s farms, private business enterprises and fisherman’s farms the year incomes from the economic transactions of which do not exceed 45000 lats in the beginning of the accounting year, should submit their annual accounts to the Register of Enterprises
 The Register of Enterprises can take the following actions against companies and enterprises who do not provide information when they should:
    1. produce a report of administrative offence and send it to the court to fine the company or enterprise;
    2. produce a claim and send it to the court to declare the company’s liquidation if company repeatedly does not provide information;
    3. produce a claim and send it to the court to declare the company’s nullity if companies Statutes (Articles of Association) does not meet requirements of the laws.
Information available to customers:
 Our customers are mainly businesses.
All the information registered on the companies and enterprises are available to the public if the state fee is paid. Some state authorities are exempted from the payment of the state fee.
Customers have access to the original documents.
Information can take the following form: letter, standard report, copy documents, as well as electronically via our distributor.


Funding:
 Beginning year 2000 the Register of Enterprises is completely funded from the national budget. Until year 2000 50% of the state registration fees remained in the disposal of the Register of Enterprises. Our register makes a profit for the government.
Other information:
In October year 2000 the Register of Enterprises of the Republic of Latvia became an associated member of the European Business Register.



Lithuania
Organisation responsible for registration and provision of company information:
STATISTICS LITHUANIA Gedimino ave. 29, 2746 Vilnius, Lithuania
Tel. (370 2) 627 486, 626 942
Fax. (370 2) 626 942
Web site http://www.std.lt.
The structure of registration is on page 27. Address and telephone numbers used for enquiries are as indicated above.
Types of companies and businesses registered:
The number of each type of enterprises in the Lithuanian enterprises register is on the page 28.

Main legalisation governing registration and access to company information:
  1. Law on Enterprises (I-196 / 08 05 1990).
  2. Law on the Register of Enterprises (I- 440 / 31 07 1990).
3. The registration order of budget institution (Government resolution No. 323 / 04 04 1997).
4. Procedure for the use of information from public cadastres, classification and registers (Government resolution No. 989 / 19 07 1995).

Information received at incorporation/ registration:
The types of documents received at registration:
The register contains all main information about companies. There is information on directors but there it is not about shareholders. All main information is entered into a computer database.
Information required during a company’s life:
According to the law all companies must inform about all registration changes within 15 days. If a company fails to do it we accommodate administration responsibility. All changes of the information are required on a regular basis. Financial information is not required.
Information available to customers:
Our customers are mainly businesses. The juridical information about companies is not confidential. Customers have access to original documents. All customers are treated on the same level in terms of the provision of information. The information is provided in different forms (letter, standard report, copy documents, e-mail and web site).
Funding:
The register is funded from the national budget. The profit made by the register goes to the budget of the state.


Kinds of enterprises in the Lithuanian business register
Kinds of enterprises Number
State companies 459
Municipal enterprises 183
General partnerships 986
Commandite partnerships 163
Partnerships of the owners of blocks of flats 1635
Partnerships for construction of residential buildings 188
Partnerships for garage building and operation 785
Partnerships of gardeners 466
Close joint stock companies 42323
Joint stock companies 2073
Specialized joint stock companies 68
Specialized close joint stock companies 213
Agricultural communities 2348
Subsidiaries of foreign companies 447
Representatives of foreign companies 766
Credit unions 36
Representatives of enterprises 57
Representatives of foreign banks 4
Public institutions 1748
Budgetary institutions 1983
Public (social) organisations 6103
Non - commercial associations 136
Chamber of commerce, industry and crafts 11
Associations 432
Charity organisations and funds 595
Political organisations, political parties 35
Non profit enterprises 125
Municipal budgetary enterprises 4027
Cooperative partnerships/companies 442
Individual enterprises without the status of a legal entity 90703
Individual enterprises with the status of a legal entity. 44
Total 159584


Malta
 Organisation responsible for registration and provision of company information:
All corporate bodies set up as commercial partnerships must be registered with the Registrar of Companies. The duties and functions of the Registrar consist primarily of the following:

The Registry of Companies, which is housed at the Malta Financial Services Centre, can be contacted as follows:
Registry of Companies
Malta Financial Services Centre
Notabile Road
Attard
MALTA
Telephone: (356) 441155
Facsimile: (356) 441195
E-mail address : registry@mfsc.com.mt
Web site address: http://registry.mfsc.com.mt
Types of companies and businesses registered:
 Three kinds of commercial partnerships can be registered with the Registrar of Companies. These are :
In all three types of commercial partnerships, the partnership has a legal personality distinct from that of its members.
A partnership en nom collectif may be formed by two or more partners and has its obligations guaranteed by the unlimited and joint and several liability of all the partners. However, no action can be taken against the individual partners unless the property of the partnership has first been discussed.
In a partnership en commandite, there are two types of partners : the general partner which is unlimitedly liable for the obligations contracted by the partnership, and the limited partner. The administration and representation of a partnership en commandite shall vest in the general partners. A limited partner shall not perform any act of administration nor transact business on behalf of the partnership en commandite except by virtue of a power of attorney given for specified acts or transactions.
A limited liability company is the most common form of business entity in Malta. A company may have the status of a public or private company.
Number of registrations since 1965
 Limited Liability Companies
26,954
Active Companies
19,042
Dissolved or struck off
5,616
Partnership en nom collectif
449
Partnership en commandite
38

Figures as at 20th September 2000
Main legislation governing registration and access to company information:
Up to 1995, the three forms of commercial partnerships mentioned above, namely the limited liability company, the partnership en commandite and the partnership en nom collectif, were regulated by the Commercial Partnerships Ordinance. As from 1st January 1996, corporate bodies set up as commercial partnerships are regulated by the Companies Act, 1995 (Act XXV of 1995). The Companies Act, 1995, which is modelled on the UK Companies Act of 1985 and on the Insolvency Act, 1986, introduced a number of principles that brought Maltese company law closer to that of EU member states and it also implemented the EU company law harmonization directives.
Information received at incorporation/ registration:
 To constitute a company, a Memorandum of Association, signed by the shareholders, needs to be filed with the Registrar of Companies for registration. The Memorandum of Association must contain certain essential facts about the company namely :
There may be registered with the Memorandum of Association, Articles of Association. This document sets out the internal regulations for the management of a limited liability company.
Upon registration, the Registrar will issue a certificate of registration showing that the company has been officially registered and is authorised to commence business from the date of registration indicated in the certificate of registration.

Information required during a company's life:
 Any alterations to the Memorandum or Articles of Association of a company, any changes amongst directors, company secretary or representative of the company, any transfer or transmission of shares, a change in status of the company, the removal of an auditor are some illustrations of the information that needs to be filed with the Registrar of Companies.
Also, the company directors are also obliged to file with the Registrar for registration a copy of the company’s audited annual accounts. A company also has the obligation to deliver to the Registrar for registration an up-to-date annual return form indicating the authorised and issued share capital of the company, a list of past and present members of the company and the particulars of the directors and company secretary.
Failure to comply with the provisions of the Companies Act or the late filing of documents will result in a penalty being imposed on any officer of the company who is in default and to a further daily penalty for every day during which the default continues.
Information available to customers:
The original of any document delivered to the Registrar for registration is retained in a company file which is available for inspection by the general public. Certified copies of such documentation can also be obtained by the public upon request. The Registry keeps an electronic company register and a company database, including an electronic version of each company file. The Registry also provides for electronic file inspection and direct dial-in access, to the company database and files, to the general public.
Funding:
The Registry of Companies is a profit-making self-funding organisation and the fees it attains from company registration and annual fees amply cover any costs it incurs.



Norway
 Organisation responsible for registration and provision of company information:
The Register of Business Enterprises in Norway
N-8910 BRØNNØYSUND
Tel: +47 7500 7500
Fax: +47 7500 7505
E-mail: firmapost@brreg.no
Web: www.brreg.no
The Register of Business Enterprises (RBE) is a part of a central nationwide register centre called The Brønnøysund Register Centre housing several other registers such as The Register of Mortgaged Movable Property, The Register of Company Accounts, The Central Coordinating Register for Legal Entities, The Register of Bankruptcies and The Register of the Reporting Obligations. From 1988 the RBE took over the functions of nearly 100 former, local trade registers providing legal protection for the name of the companies and contains information about Norwegian and foreign businesses in Norway that are obliged, or entitled, to be registered. Approximately 280,000 firms are registered. Of these, more than half are limited companies and more than 99,000 one-man businesses.




Type of companies/businesses:







Registered per 31.dec.1999
Limited companies

- Joint-stock companies




143 250

- Public joint-stock companies



525

- Limited partnership




1 117
Sole proprietor businesses




99 366
General partnerships

-General partnership with joint liability


17 337

-General partnership with shared liability

5 928
Norwegian division of foreign business enterprise

1 182
State enterprises





6
Business foundations



977


Enterprises regulated by special act


33

 Main legislation:
 The Register of Business Enterprises Act regulates both the procedure and the organisation. In addition, there are a number of acts of law that apply to various types of companies/organizations

Information received at incorporation/registration:
A standard form is used by all company types when incorporating and notifying changes in the registered information.
When incorporating or notifying change in a company with sole proprietorship the form is sufficient documentation.
When incorporating a joint-stock company or a public joint-stock company the following documents must be enclosed: the memorandum of association, the articles of association, the opening balance, the auditor’s confirmation of accepting the assignment, confirmation of the opening balance and that the capital is paid-up.
Information registered into the database: company name, address, managing director/contact person, members of the board, capital, auditor etc. The register does not register the shareholders, but does register participants in companies with full liability and owners of sole proprietorships.
Changes in joint-stock company’s and public joint-stock company’s articles of association, election of new board members and new auditor require minutes from the general meeting.

Information required during a company’s life:
 Any change in the registered information is to be notified, but no information is required on a regular basis. However, joint-stock companies and public joint-stock companies are required to send a copy of their annual accounts to The Register of Annual Company Accounts. When the minimum requirements concerning information in the register are not met (such as the resignation of the company auditor in a public joint-stock company), The Register of Business Enterprises is empowered to force that company to appoint a new auditor. If this is not done within the stipulated deadline, the matter can be handed to the courts and liquidation procedure enforced.



Information available to customers:
Customers, consisting of companies, individuals and the public sector, have access to copies of the scanned original documents. All the information is publicly available and distributed through several channels; phone service (free of charge), on-line distribution such as the internet, e-mail and automatic phone and fax services, external distributors buying information, the Norwegian Official Journal and specially ordered transcripts. Other authorities, like The National Bureau of Statistics, The Social Security Office, The County Tax Offices and others, share the information provided by The Register of Business Enterprises.
As of 1 March 1995, the Central Coordinating Register for Legal Entities (CCRLE) coordinates company information from various official registers. This is information that most organizations wish to be generally available, for instance correct name and address, the purpose, business sector, type of organisation and contact person.
The CCRLE is one of the most important measures to be introduced in connection with the rationalisation of public administration in recent years. Enabling all authorities to use a joint register in order to exchange information between them makes both the process of gathering and reporting information easier. The information that recurs on official questionnaires is stored in the CCRLE’s database where other authorities can make use of them.
This kind of cooperation requires that all the registers use the same means of identification for the entities about which they are exchanging information. Every enterprise in the Central Coordinating Register for Legal Entities is given an organisation number, which is gradually replacing many other numbers. The organisation number is the same as the company number that has been used by the Register of Business Enterprises (9 digits).
Funding:
The Register of Business Enterprises is funded from the national budget. Taken in isolation, the registers in Brønnøysund operate at a profit, but this is balanced by the expenses and fees for public notification together with other administrative costs. All in all, this register is run on a full cost basis with State funding.




Romania
Organisation responsible for registration and provision of company information:
 The Trade Register was founded according to Law no. 26/1990, being appointed to The Chamber of Commerce and Industry. The Trade Register is under control of the judge delegated by the court and operates on two levels:
    1. Local - by the 41 county offices and the one of the Bucharest Municipality, organized by the county Chambers of Commerce and Industry. The main role of local Trade Register Offices is to keep legal trade register in the form of computer files and dossier with all the documents on paper required for a trader and offer information about registered companies in their area.
    1. National - by National Trade Registry Office (N.T.R.O.) organized by the Chamber of Commerce and Industry of Romania and the Bucharest Municipality. The main role of N.T.R.O. is to keep the computerized central trade register, to coordinate the activity of the local trade register offices and to provide information services.
The National Trade Registry Office (N.T.R.O.) address is:
Oficiul National al Registrului Comertului
Bucuresti, Str. Octavian Goga nr. 2 sect. 3 Cod postal : 742441
Tel. : (+40-1) 3273402 Fax : (+40-1) 3273468 E-mail onrc@ccir.ro
Website:www.onrc.ccir.ro
 The address, telephone, fax, and e-mail for county Trade Register Offices could be found here, but for the moment only in Romanian.
An enquire about a registered company can be sent either to the National Trade Register Office or to the specific County Trade Register Office
Types of companies and businesses registered:
 The total number of registered businesses at July 30 2000 is 826 070 and is composed of:



- Natural persons and family associations 126 531
- General partnership 32 346
- Limited partnership 1 508
- Joint-Stock company 25 302
- Limited liability company 634 092
- Partnership limited by shares 4
- Autonomous state companies 1 213
SIZE=2>- Cooperative organizations 5 074



Main legislation governing registration and access to company information:
The Legal Framework governing Trade Register, company registration and access to company information is:
Law No. 26/1990
concerning trade register amended by Law No. 12/1998
    1. contains provisions on the trade register organization, its aim, main tasks, trade register keeping procedure, trader’s registration procedure.
Law No. 31/1990
of trade companies, amended by Law No. 195/1997
    1. contains provision of the duties of the companies for registering with trade register.


Law No. 52/1994
regarding securities and stock exchange
    1. contains provision of the duties of the public companies in relationship with trade register.
Law No. 64/1995
regarding the procedure of judicial reorganization and bankruptcy, amended by Law No. 99/1999
    1. contains provision on the registration of tradesmen, individuals and legal entities that cannot pay all their commercial debts.
Law No. 109/1996
regarding consumer and credit co-operation
    1. contains provision of the duties of consumer and credit co-operation for registering with trade register
Law for specific types of companies as:
    1. banks;
    2. insurance companies;
    3. leasing companies;
    4. financial investments companies, state companies under privatization process.


Information received at incorporation/ registration:
The compulsory steps in registration of a company are:
    1. Checking up the singleness and reservation of the trade name
    2. Filing up the unique registration form.
    3. Completing the registration dossier with compulsory documents like:
      1. The by-laws deed certified by the Public Notary
      2. The prove of registered capital payment
      3. The deed proving the possession of company headquarters
      4. The statement on own responsibility that all the legal clauses are observed
      5. The evidence of legal taxes payment.
    4. Obtain the registration certificate and fiscal registration certificate from the trade register
The Trade Register Office send the required deeds and information to the public bodies appointed to make Official Gazette publication, fiscal registration, social insurance registration, health insurance registration, unemployment fund registration, and National Committee for Statistic registration
All information about company shareholders (founders), administrators and headquarter is detailed and entered in a database.

Information required during a company's life:
 Any change in the Constitutive act should be notified and registered. According to the Law any company has to notify the annual Balance sheet and Law can radiate any company who has not notified the annual Balance sheet for three consecutive years from the Trade Register.
Information available to customers:
According to the Law all registered information is public.
The government bodies have free access to information and the rest of customers must pay a fee. Customers can obtain certified copies of original documents but have no access to original documents.
We offer information in any customer desired form such as printed, on paper, labels, text files or data base files on magnetic media or by E-mail, On-line access using internet, free access for certain information using Internet.
More detailed information about this subject could be found on our site.
Funding:
The County Trade Register Offices are founded by the County Chambers of Commerce and Industry and The National Trade Register Office is founded by The Chamber of Commerce and Industry of Romania, which are non-profit non- government organizations
Slovenia
Organisations responsible for registration and provision of company information:
 Director
Tomaž Banovec

Statistical Office of the Republic of Slovenia




Vozarski pot 12




1000 Ljubljana Slovenia




Slovenia




+386 01 2340 838




+386 01 2340 860




niko.schlamberger@gov.si
Judge of the Supreme Court
Alenka Jelenc-Puklavec
The Supreme Court




Tavčarjeva ul. xxx




1000 Ljubljana




+386 01




+386 01




alenka.jelenc-puklavec@sodisce.si
State Secretary
Dr. Gregor Virant

Ministry of Interior
Stefanova ul. 2



1000 Ljubljana Slovenia




+386 01




+386 01




slavko.debelak@gov.si
Deputy Director
Marko-Danijel Bezjak
Tax Administration of the Republic of Slovenia




Jesenkova ul. 3




1000 Ljubljana Slovenia




+386 01




+386 01




marko-danijel.bezjak@gov.si

Types of companies and businesses registered:
 The Tax Authority registers sole proprietors and other types of natural persons. The Supreme Court registers legal persons. The Ministry of interior registers societies and political parties. Altogether they provide for registration of ca 90% of all the business persons. They have regional offices of various kinds, altogether ca 150. The Statistical Office collects the records of the registration bodies and keeps the Business Register of Slovenia.
Main legislation governing registration and access to company information:
The Act on Economic Societies, The Act on Tax Administration, The Act on Business Register of Slovenia, The Act on Societies, The Act on Court Register.

Information received at incorporation/ registration:
At the time of registration all relevant data must be provided on the source of capital (domestic/foreign, its amount, managing persons, founders (persons legal and natural), legal address, activities to be carried on, and similar.
Information required during a company's life:
Business subjects are required to report to the registration authority and to the Business Register of Slovenia any change that may occur (activity, address, legal form, managing persons, etc).
Information available to customers:
The Business Register of Slovenia is kept by the Statistical Office of the Republic of Slovenia. It is a public ledger and all information contained therein is public with a possible exception of personal data in some cases. The BRS in a computerised data base and the output is provided in the form as required by users. There are ca 165.000 business persons presently entered in the BRS (80.000 legal persons, 65.000 natural persons, 20.000 parts of legal or natural persons (branches, offices, production sites and similar)).
Funding:
The registration authorities for the majority of the business subjects are government offices so they are financed by budget. There are also other such as various chambers and bodies. In case of legal persons there is a considerable registration tax collected by registration courts, whereas the rest of register authorities charge a modest fee.


Registration procedure in the Republic of Slovenia
 1. There are several registration bodies as well as the law itself: a business subject is registered with the corresponding authority (court register, tax authority, the Ministry of Interior, a government office, a chamber etc.). There are altogether ca 30 bodies with more than 150 branches throughout the country, whereby each authority keeps only the record of the type of business subject it registers (a company, a society, a sole proprietor, a religious community and the rest). The registration is regulated by law. There are altogether ca 170 different types of acts: the Constitution, acts, decrees, bills, and other kinds of regulations.
2. After having been registered with the according authority, the subject is granted the property of being a legal person and it is entered into the Business Register of Slovenia (BRS) that is kept by the Statistical Office of the Republic of Slovenia (SORS). In the BRS records on business subjects are combined so as to produce a complete collection of records on all the business subjects that are registered in the country, whereby the SORS itself is not a registration authority. Without having been entered into BRS, a legal person cannot open a bank account and consequently it cannot operate, so there exists its genuine interest to be entered into the BRS. Entering into the BRS is not automatic but must be required by the business subject unless it has been established by law.
3. A business subject for which there does not exist a registration authority may be entered into the BRS effective to a particular regulation (law; an act, a decree, the Constitution). For example: the Republic of Slovenia is defined in the constitution, it is a legal person and it has been entered into the BRS on basis of the respective article of the Constitution, but it has not come to any authority to register. Likewise ministries and government offices have not registered with any authority as they are established by law. Based on the respective law they have been entered into the BRS. In these cases the business subject is entered into the BRS by official duty of the SORS.
4. The BRS itself is being regarded as a mainly administrative register as it has been established by law - the Act on the Business Register of Slovenia. By the same act it has been decreed that the SORS is the keeper of the BRS.


Keeping of the Business Register of Slovenia (BRS)

registration
regulations registration statistical other
bodies research sources



keeping BRS




usage administrative statistical market



Spain
 Organisation responsible for registration and provision of company information:
REGISTRO MERCANTIL (on regional basis)

REGISTRO MERCANTIL CENTRAL (national level)
Each provincial Registry is in exclusive charge of the whole process of registration of companies & legal entities located in its jurisdiction: 1) Control of legality; 2) Registration; 3) Dissemination of Information.
No information is entered unless an stringent control of legality is passed. This control is served by the Registrar not by the Notary public.
The Central Registry (in the capital of the State: www.rmc.es) receives the extracts of the processed information registered in the local level and provides for the publication of the Bulletin (BORME) according tho the 1st Directive. No legality control is passed in this level.
The same organisation is in charge of other -functionally related- Registries: Land Registry and Personal Property Registry.

Address:
Colegio de Registradores de la Propiedad y Mercantiles de España.
Calle Príncipe de Vergara nº 72.
Madrid
ESPAÑA
Telephone: (91) 523 10 92 . Servicio de Información.

Web Site:

E-mail:
Types of business registered:
 Individual businesses, all kind of companies (including partnerships: "regular colectiva" & "comanditaria"), certain types of cooperatives , investment companies, legal persons carrying business in the Financial & Assurance sector; European Groupings; branches of another legal -nacional and international- corporations. No charities. Statistics in: and
Main legislation concerning registration and access to company information:
 Reglamento del Registro Mercantil aprobado por Real Decreto 1.784/1996, de 19 de julio.
Information received at incorporation/registration:
 At incorporation a public deed -authorised by Notary public- is needed. It should contain the articles (and memorandum) of incorporation and a list of shareholders or partners. The content of these documents are entered in the books and made available on paper. Very soon everything is to be entered in the database and susceptible of being disseminated by electronic means. Just now, the articles of incorporation and the list of subscribers is not electronically available in the Net.
Information required during company’s life:
 The information required of the companies during their life is that established in the First Directive plus the powers given to agents of the co. others than the directors and the debentures issued . Companies charges are entered in a special Registry in charge of the same organisation. Administrations, windings up and dissolutions are, obviously, entered in the Registry. The financial information (annual accounts and auditors’ report) should be registered in a regular basis (each year, no one missing). In case of non-compliance the Government is in charge of imposing penalties, not the Registry. But the Registry "closes" the access to registration of any kind of any other document unless annual accounts are regularly registered (companies are not actually struck off) .
Information available to customers:
 No information -in principle- is regarded as confidential, the Registry being by definition "public". Customers have no direct access to original documents. Every kind of customer -no differentiation is permissible- has the same access to the information, in copy /certified copy (on paper), information on diskette or electronically available in the web. The whole content of the Registry (financial documents included ) -but for the articles of incorporation- is available in the corporate web at , no matter the address of the company in Spain: 1 national web for the different provincial registries.


Funding:


The Registry is funded by customers. Fees are fixed by the Government and go exclusively to the organisation which is self-funding without recourse to the national budget.



Sweden

Organisation responsible for registration and provision of company information:
PRV Bolag
SE- 851 81 Sundsvall
Sweden
Tel. + 46 60 18 40 00 (switchboard)
Tel: + 46 60 18 40 40 (customer service)
Fax: + 46 60 61 56 29 (customer service)
E-mail: kundservice.bolag@prv.se
Customer service answers telephone enquiries about registered information and attends to any
orders you place for PRV Bolag’s products and services.

You can also get direct access to the data bases containing PRV’s trade and industry register via
our web site www.prv.se
 Types of companies and businesses registered:
Public and private limited liability company
269.848
Trading partnership
111.933
Limited partnership
30.589
Sole trader
472.001
Economic association
11.596
Tenant-owner association
19.987
EEIG
17
(figures from June 2000)

Main legislation governing registration and access to company information:
For limited companies, Swedish Companies Act and Companies Ordinance.
For other forms of business enterprise, other acts and ordinances, for example:
The Trade Names Act, Partnership and Non-registered partnership Act, Annual Reports Act etc.
Information received at incorporation/registration:
 For limited companies, in addition to the application form, we receive the memorandum of association, articles of association and minutes of the constituent meeting of shareholders.
The documents received show details on the board members and this information is registered. The minutes of the shareholders’ meeting show the shareholders present or represented at the meeting, but these names are not registered.
For associations, in addition to the application form, the statutes are also filed.
For most other forms of business enterprise, we receive only the application form, which in all cases must be signed.
Nearly all the information received is entered into our databases.

Information required during a company’s life:
 When changes are made in the company’s name, type of business activities, address, board members, share capital, etc. the company must report the change to PRV immediately, preferably on one of our application forms.
All Swedish limited companies must file with PRV an annual report and auditor’s report for every financial year.
The annual report and auditor’s report are public documents, which create the possibility of insight into the company’s business.
If the annual report and the auditor’s report are not filed within the prescribed period, the company will have to pay a penalty for late filing.
Information available to customers:
PRV’s customers are mainly businesses, but also government bodies and private persons.
In principal, none of PRV’s information is confidential. PRV’s customers have access to original documents – our customers can always order copies of any documents filed with this office, for example the minutes of shareholders meetings, etc.
Our customers can get information from us via telephone, fax, letter, standard report, copies of documents, electronic services.
Funding:
 PRV is a fee-financed executive government agency and service organisation. Because PRV operates as a fee-based organisation, we make charges for the services we perform. Normally, the fees cover our costs.
In the case of the penalties for late filing of annual reports, any surplus goes to the government.
Other information:
 We are working on an interesting project together with the National Tax Board. The project is called Kontakt-N.
The project aims to simplify the registration process for the entrepreneur, by allowing him or her to file information on one common application form, which will then be sent to both the registration and the tax authorities.
We are also investigating the possibilities for digital signatures, with a view to the future for electronic filing of applications.



Switzerland

1. Organisations responsible for registration and provision of company information
The commercial register is organised on a local basis; the 26 cantons are responsible for keeping the commercial registers under the supervision of the Swiss Confederation (Federal Office of Justice, Federal Commercial Registry Office). The cantons can keep the commercial registers by regions or districts. There are currently 39 local commercial registers in Switzerland.
In addition to the local commercial registers, the Federal Commercial Registry Office maintains a central register of all business names ("Zefix"; http://www.zefix.admin.ch). This central database allows the access, via internet, to the entries in the local commercial registers (all cantons now enter the registrations in a computer database).
Address of the supervisory authority:
Federal Commercial Registry Office (EHRA/OFRC)
Taubenstrasse 16
3003 Berne
Tel: ++ 41 31 322 41 96/97; Fax: ++ 41 31 322 44 83; e-mail: ehra@bj.admin.ch
Website: http://www.ofj.admin.ch; the addresses of the 39 local commercial registers can be found under: http://www.zefix.admin.ch

2. Type of companies and businesses registered and main legislation

Type of company/business Registered (end of 1999) Main legislation
Sole proprietorship 144'839 Art. 934 Code of Obligations (CO);
http://www.bk.admin.ch/ch/f/rs/rs.html
General partnership 15'680 Art. 552 - 593 CO
Limited partnership 2'836 Art. 594 - 619 CO
Company limited by shares 173'319 Art. 620 - 763 CO (revision has been launched)
Company partially limited by shares 13 Art. 764 - 771 CO
Limited liability company 61'442 Art. 772 - 827 CO (revision has been launched)
Cooperative company 12'975 Art. 828 - 926 CO
Association (registered) 4'999 Art. 60 - 79 Civil Code (CC)
Foundation (registered) 19'514 Art. 80 - 89bis CC (revision has been launched)
Swiss branch office of firms whose main office is located in Switzerland 9'034 Art. 935, para. 1 CO
Swiss branch office of firms whose main office is located abroad 3'387 Art. 935, para. 2 CO
Entities organised under public law 286 Regulated by special acts

3. Main legislation governing registration and access to company information
The Swiss Code of Obligations regulates the registration and the access to company information (Art. 927 - 943 CO); these general provisions are completed by specific provisions of the Code of Obligations according to the form of the business organisation. The details of the registration procedure are provided by the Federal Ordinance on the Commercial Register.
According to these provisions, the commercial register, including application files and supporting documents, are open to the public (Art. 930 CO). None of the entries in the register are confidential. All customers have access to all documents deposited by the local registry offices (i.e. the original documents).
The full content of the entries in the commercial register is also published in the Swiss Official Gazette of Commerce (Art. 931 CO).
Customers of the commercial register are government bodies, companies and private persons. They can obtain ordinary copies, legalised reports or electronic services (Internet, but without liability).

4. Information received at incorporation and required during a company's life

Information mentioned in the following chart must be applied to the commercial registry office for registration. Any amendments of facts entered in the commercial register must also be entered. It is the duty of the registrar to inform the interested parties of their obligation to comply with the rules for registration and, if necessary, to proceed officially to make the required entry. The registrar shall, in case of default, impose a fine. No financial information (annual business report) is required on a regular basis.
Type of company Legislation Information
Sole proprietorship Art. 934 CO
  • Name and domicile of the business;
  • Purpose;
  • Name, place of residence and nationality of the persons representing the business;
  • Manner in which business is represented.
General partnership Art. 554 CO
  • Name, place of residence and nationality of each partner;
  • Name and domicile of the company;
  • Date of commencement of the company;
  • Details concerning any restrictions on the authorisation to represent the company.
Limited partnership Art. 596 CO
  • Name, place of residence and nationality of each partner;
    in the case of legal entities and commercial companies, company name and domicile;
  • Amount of the limited partners' contribution of each limited partner;
  • Name and place of the domicile of the company;
  • Date of commencement of the company;
  • Details concerning any restriction on the power of the unlimited partners to represent the company;
  • Contribution of the limited partners in kind.
Company limited by shares Art. 641 CO
  • Date of the articles of incorporation;
  • Name and domicile of the company;
  • Purpose of the company and, if the articles of incorporation contain a provision to this effect, its duration;
  • Amount of the share capital and contributions performed thereon;
  • Number, par value and type of shares, restriction of transferability, preferential rights of individual classes of shares;
  • Object of contribution in kind and shares issued therefor, object of acquisition of assets and consideration given by company, content and value of special benefits;
  • Number of profit sharing certificates and rights connected therewith;
  • Manner in which company is represented;
  • Name of members of the board of directors and of persons authorized to represent the company, indicating place of residence and nationality;
  • Name of the company name of auditors, indicating place of residence, domicile or branch entered in the commerce register;
  • Manner and form in which company publishes its notices and form in which the board of directors communicate with the shareholders.
Company partially limited by shares Art. 641 and 765 CO See Corporation
Limited liability company Art. 781 CO
  • Date of the articles of incorporation;
  • Name and domicile of the company;
  • Purpose and, if the articles of incorporation contain a provision to this effect, its duration;
  • Name, place of residence and nationality of each partner;
    if legal entities and commercial companies, their company names and their domiciles;
  • Amount of the company capital and company contribution of each partner;
  • Object and credit given for contributions in kind and acquired assets;
  • Names of managing officers, their domiciles and nationalities;
  • Manner in which the company is represented;
  • Manner and form in which company publishes its notices.
Cooperative company Art. 836 CO;
Art. 93 ORC
  • Date of articles of incorporation;
  • Name and domicile of the company;
  • Purpose of company;
  • Par value of cooperative shares;
  • Liability of members;
  • Name of members of administration and persons authorised to represent cooperative, their residences and nationalities;
  • Manner and form in which company publishes its notices;
  • Not published but open for inspection: list of members with personal liability or obligation to make supplementary contributions.
Association Art. 61 CC
Art. 97 ORC
  • Date of articles of incorporation;
  • Name and domicile of the association;
  • Purpose of the association;
  • Resources;
  • Organisation and representation, with name and place of residence of persons representing the association;
  • Manner in which association is represented.
Foundation Art. 81 CC;
Art. 101 ORC
  • Date of constitution;
  • Name and domicile of the foundation;
  • Purpose of the foundation;
  • Organisation and representation, with name and place of residence of persons representing the foundation;
  • Manner in which foundation is represented.
Swiss branch office of firms whose main office is located in Switzerland Art. 935 CO;
Art. 71 - 74 ORC
  • Legal type, company name and domicile of main office;
  • Name and domicile of branch office;
  • Purpose of company;
  • Special provisions concerning branch office;
  • Name of persons representing the branch office and manner in which it is represented;
  • Office.
Swiss branch office of firms whose main office is located abroad Art. 935 CO;
Art. 75 -75a ORC		 First branch office; registration as a new company;
Other branch offices; as a branch office of firms whose main office is located in Switzerland.
Nicolas Duc/OFJ/OFRC/



United Kingdom: England & Wales, Scotland

Organisation responsible for registration and provision of company information:
 Companies Registered in England and Wales
 Companies House
Crown Way
Cardiff
Wales
CF14 3UZ
Tel: 029 2038 0801
Companies Registered in Scotland
 Companies House
37 Castle Terrace
Edinburgh
Scotland
EH1 2EB
Tel: 0131 535 5800
While there are two registries they are run under a common management system.
Types of companies and businesses registered:
Company Type


Number on register
 Private company limited by shares -

1616468
Public company limited by shares -

15190
Private company limited by guarantee

51172
Unlimited company with share capital –

4376
Unlimited company without share capital -
116
The register also contains details of:
Main legislation governing registration and access to company information:
Companies Act 1985
Information received at incorporation/ registration:
 1. Memorandum and Articles of Association;
2. Statement of particulars of first directors, secretary;
3. Situation of registered office
4. Statutory Declaration of compliance – which states that all requirements of the Act in respect of incorporation have been met.
The Memorandum of Association sets out the name of the company, the situation of its registered office, its objects and initial share capital [if appropriate]. It also contains the names of the subscriber shareholders and the number of shares they have agreed to take on incorporation. The Articles set out the internal regulations of the company and govern the relationships between directors and members, conduct of meetings, voting rights etc
Information required during a company's life
 Annual requirements:
 Annual accounts normally within 10 months [private companies] or 7 months [public companies] of the end of the financial year.
Annual return setting out:
There are default provisions in respect of both the above requirements and the directors can be prosecuted for failing to deliver the required documents.
Late filing penalties also apply to any accounts delivered outside the statutory period allowed.
Event generated requirements:
 Any changes in directors or secretary or their particulars must be notified to the Registrar of Companies within 14 days of their occurrence. Default provisions apply.
Change of registered office not effective until registered by Registrar of Companies.
Changes in share capital [allotment, cancellation, redenomination etc] must be notified to the Registrar of Companies in varying periods. Default provisions apply.
Transfers of shares are notified on the annual return.
Particulars of charges need to be registered within 21 days of creation in order to be void against liquidators. Default provisions also apply.

Information available to customers:
Companies House supplies raw company information to a range of customers:
The vast majority of our customers are businesses, although other Government departments [e.g. Inland Revenue] do use our information services and products.
All information delivered under the Companies Act 1985 is made available for public inspection - none is confidential.
All customers have access to:
These can be delivered in a variety of formats and media.
Image based searches have overtaken microfiche as the main medium for delivering company information to our customers.
Funding:
 Companies House is an Executive Agency operating as a Trading Fund. It is required by Trading Fund Legislation to recover its running costs through charging fees for its registration and dissemination services and to make a 6% return on assets employed on average taking one year with another.


United Kingdom: Northern Ireland

Organisation responsible for registration and provision of company information:
Companies Registered in Northern Ireland
Registry of Companies, Credit Unions and
Industrial & Provident Societies
IDB House
64 Chichester Street
BELFAST
BT1 4JX
Tel No. 028 90234488
 Types of companies and businesses registered:
Company Type

Number on register
 Private company limited by shares -

17,328
Public company limited by shares -

55


Private company limited by guarantee -

1,767
Unlimited company with share capital -

146
Unlimited company without share capital -
-
The register also contains details of:
Main legislation governing registration and access to company information:
Companies (Northern Ireland) Order 1986
Information received at incorporation/registration:
  1. Memorandum and Articles of Association;
  2. Statement of particulars of first directors, secretary;
  3. Situation of registered office;
  4. Statutory Declaration of compliance – which states that all requirements of the Order in respect of incorporation have been met.
The Memorandum of Association sets out the name of the company, the situation of its registered office, its objects and initial share capital (if appropriate). It also contains the names of the subscriber shareholders and the number of shares they have agreed to take on incorporation. The Articles set out the internal regulations of the company and govern the relationships between directors and members, conduct of meetings, voting rights etc.


Information required during a company’s life
Annual requirements:
Annual accounts normally within 10 months [private companies] or 7 months [public companies] of the end of the financial year.
Annual return setting out:
There are default provisions in respect of both the above requirements and the directors can be prosecuted for failing to deliver the required documents.
Late filing penalties also apply to any accounts delivered outside the statutory period allowed.
Event generated requirements:
Any changes in directors or secretary or their particulars must be notified to the Registrar of Companies within 14 days of their occurrence. Default provisions apply.
Change of registered office not effective until registered by Registrar of Companies.
Changes in share capital [allotment, cancellation, redenomination etc] must be notified to the Registrar of Companies in varying periods. Default provisions apply.
Transfers of shares are notified on the annual return.
Particulars of charges need to be registered within 21 days of creation in order to be void against liquidators. Default provisions also apply.
Information available to customers:
 The Registry supplies raw company information to a range of customers:
 The vast majority of our customers are businesses, although other Government departments (e.g. Inland Revenue) do use our information services and products.
All information delivered under the Companies (Northern Ireland) Order 1986 is made available for public inspection – none is confidential.
All customers have access to:

Funding
The Registry is a branch of the Department of Enterprise, Trade and Investment. It is required to recover the costs of those services provided for which legislation allows charges to be imposed in accordance with HM Treasury "The Fees and Charges Guide".