+Section 1A Online formation, online filing and disclosure
---+Article 13g Online formation of companies
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------+Article 13g 3.
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------+Article 13g 6.
------+Article 13g 7.
------+Article 13g 8.
---+Article 13h Templates for online formation of companies
------+Article 13h 1.
------+Article 13h 2.
------+Article 13h 3.
------+Article 13h 4.
---+Article 13i Disqualified directors
------+Article 13i 1.
------+Article 13i 2.
------+Article 13i 3.
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------+Article 13i 5.
------+Article 13i 6.
------+Article 13i 7.
---+Article 13j Online filing of company documents and information
------+Article 13j 1.
------+Article 13j 2.
------+Article 13j 3.
------+Article 13j 4.
------+Article 13j 5.
---+Article 14 Documents and particulars to be disclosed by companies
---+Article 15 Changes in documents and particulars
------+Article 15 1.
------+Article 15 2.
---+Article 16 Disclosure in the register
------+Article 16 1.
------+Article 16 2.
------+Article 16 3.
------+Article 16 4.
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------+Article 16 6.
---+Article 16a Access to disclosed information
------+Article 16a 1.
------+Article 16a 2.
------+Article 16a 3.
------+Article 16a 4.
---+Article 17 Up-to-date information on national law with regard to the rights of third parties
------+Article 17 1.
------+Article 17 2.
------+Article 17 3.
---+Article 18 Availability of electronic copies of documents and particulars
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------+Article 18 3.
---+Article 19 Fees chargeable for documents and information
------+Article 19 1.
------+Article 19 2.
------+Article 19 3.
------+Article 19 4.
---+Article 20 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of a company from the register
------+Article 20 1.
------+Article 20 2.
---+Article 21 Language of disclosure and translation of documents and particulars to be disclosed
------+Article 21 1.
------+Article 21 2.
------+Article 21 3.
------+Article 21 4.
---+Article 22 System of interconnection of registers
------+Article 22 1.
------+Article 22 2.
------+Article 22 3.
------+Article 22 4.
------+Article 22 5.
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---+Article 23 Development and operation of the platform
------+Article 23 1.
------+Article 23 2.
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------+Article 23 4.
---+Article 24 Implementing acts
---+Article 25 Financing
------+Article 25 1.
------+Article 25 2.
------+Article 25 3.
------+Article 25 4.
------+Article 25 5.
------+Article 25 6.
---+Article 26 Information on letters and order forms
---+Article 27 Persons carrying out disclosure formalities
---+Article 28 Penalties

Section 1A Online formation, online filing and disclosure

Section 1A Online formation, online filing and disclosure

1. Prezentare generală

,
Titlu Reglementare
Article 13g Online formation of companies
Article 13h Templates for online formation of companies
Article 13i Disqualified directors
Article 13j Online filing of company documents and information
Article 14 Documents and particulars to be disclosed by companies

Article 14

Documents and particulars to be disclosed by companies

Member States shall take the measures required to ensure compulsory disclosure by companies of at least the following documents and particulars:

(a) 

the instrument of constitution, and the statutes if they are contained in a separate instrument;

(b) 

any amendments to the instruments referred to in point (a), including any extension of the duration of the company;

(c) 

after every amendment of the instrument of constitution or of the statutes, the complete text of the instrument or statutes as amended to date;

(d) 

the appointment, termination of office and particulars of the persons who either as a body constituted pursuant to law or as members of any such body:

(i) 

are authorised to represent the company in dealings with third parties and in legal proceedings; it shall be apparent from the disclosure whether the persons authorised to represent the company may do so alone or are required to act jointly;

(ii) 

take part in the administration, supervision or control of the company;

(e) 

at least once a year, the amount of the capital subscribed, where the instrument of constitution or the statutes mention an authorised capital, unless any increase in the capital subscribed necessitates an amendment of the statutes;

(f) 

the accounting documents for each financial year which are required to be published in accordance with Council Directives 86/635/EEC ( 2 ) and 91/674/EEC ( 3 ) and Directive 2013/34/EU of the European Parliament and of the Council ( 4 );

(g) 

any change of the registered office of the company;

(h) 

the winding-up of the company;

(i) 

any declaration of nullity of the company by the courts;

(j) 

the appointment of liquidators, particulars concerning them, and their respective powers, unless such powers are expressly and exclusively derived from law or from the statutes of the company;

(k) 

any termination of a liquidation and, in Member States where striking off the register entails legal consequences, the fact of any such striking off.

Article 15 Changes in documents and particulars
Article 16 Disclosure in the register
Article 16a Access to disclosed information
Article 17 Up-to-date information on national law with regard to the rights of third parties
Article 18 Availability of electronic copies of documents and particulars
Article 19 Fees chargeable for documents and information
Article 20 Information on the opening and termination of winding-up or insolvency proceedings and on striking-off of a company from the register
Article 21 Language of disclosure and translation of documents and particulars to be disclosed
Article 22 System of interconnection of registers
Article 23 Development and operation of the platform
Article 24 Implementing acts

Article 24

Implementing acts

By means of implementing acts, the Commission shall adopt the following:

(a) 

the technical specification defining the methods of communication by electronic means for the purpose of the system of interconnection of registers;

(b) 

the technical specification of the communication protocols;

(c) 

the technical measures ensuring the minimum information technology security standards for communication and distribution of information within the system of interconnection of registers;

▼M2

(d) 

the technical specification defining the methods of exchange of information between the register of the company and the register of the branch as referred to in Articles 20, 28a, 28c, 30a and 34;

▼M3

(e) 

the detailed list of data to be transmitted for the purpose of exchanging information between registers, as referred to in Articles 20, 28a, 28c, 30a and 34;

▼M3

(ea) 

the detailed list of data to be transmitted for the purpose of exchanging information between registers and for the purposes of disclosure, as referred to in Articles 86g, 86n, 86p, 123, 127a, 130, 160g, 160n and 160p;

▼B

(f) 

the technical specification defining the structure of the standard message format for the purpose of the exchange of information between the registers, the platform and the portal;

(g) 

the technical specification defining the set of the data necessary for the platform to perform its functions as well as the method of storage, use and protection of such data;

(h) 

the technical specification defining the structure and use of the unique identifier for communication between registers;

(i) 

the specification defining the technical methods of operation of the system of interconnection of registers as regards the distribution and exchange of information, and the specification defining the information technology services, provided by the platform, ensuring the delivery of messages in the relevant language version;

(j) 

the harmonised criteria for the search service provided by the portal;

(k) 

the payment modalities, taking into account available payment facilities such as online payment;

(l) 

the details of the explanatory labels listing the particulars and the types of documents referred to in Article 14;

(m) 

the technical conditions of availability of services provided by the system of interconnection of registers;

▼M2

(n) 

the procedure and technical requirements for the connection of the optional access points to the platform as referred to in Article 22;

▼M2

(o) 

the detailed arrangements for and technical details of the exchange between registers of the information referred to in Article 13i.

▼B

Those implementing acts shall be adopted in accordance with the examination procedure referred to in Article 164(2).

▼M2

The Commission shall adopt the implementing acts pursuant to points (d), (e), (n) and (o) by 1 February 2021. ►M3   ►C1  The Commission shall adopt the implementing acts referred to in point (ea) by 2 July 2021. ◄  ◄

▼B

Article 25 Financing
Article 26 Information on letters and order forms

Article 26

Information on letters and order forms

Member States shall prescribe that letters and order forms, whether they are in paper form or use any other medium, are to state the following particulars:

(a) 

the information necessary in order to identify the register in which the file referred to in Article 16 is kept, together with the number of the company in that register;

(b) 

the legal form of the company, the location of its registered office and, where appropriate, the fact that the company is being wound up.

Where, in those documents, mention is made of the capital of the company, the reference shall be to the capital subscribed and paid up.

Member States shall prescribe that company websites are to contain at least the particulars referred to in the first paragraph and, if applicable, a reference to the capital subscribed and paid up.

Article 27 Persons carrying out disclosure formalities

Article 27

Persons carrying out disclosure formalities

Each Member State shall determine by which persons the disclosure formalities are to be carried out.

Article 28 Penalties

Article 28

Penalties

Member States shall provide for appropriate penalties at least in the case of:

(a) 

failure to disclose accounting documents as required by Article 14(f);

(b) 

omission from commercial documents or from any company website of the compulsory particulars provided for in Article 26.

1.1 Referințe

1.2 Cerințe identificate

1.3 Standarde asociate

2. Cerințe identificate

Cerințe
Sursă Cerință

3. Standarde asociate

Standarde
Sursă Cerință