Disclosure requirements in respect of branches: 11th Directive
The purpose of this directive is to lay down rules concerning the disclosure requirements imposed in a Member State in respect of branches of companies governed by the law of another State, in order to provide an equivalent level of protection for shareholders and third parties.
11th Council Directive 89/666/EEC of 21 December 1989 concerning disclosure requirements in respect of branches opened in a Member State by certain types of company governed by the law of another State [See amending act(s)].
The Directive applies to branches of public and private companies situated in a Member State other than that in which the company is established.
Branches of companies from other Member States
When the disclosure requirements of one branch differ from that carried out by the company, the disclosure requirements of the branch shall prevail. The disclosure requirements shall be fulfilled using a system of interconnection of central, commercial and companies registers established pursuant to the provisions of Directive 2009/101/EC.
Branches must have a unique identifier. This unique identifier includes elements which shall enable the following to be identified: the Member State of the register, the domestic register of origin, and the branch number in that register.
The disclosure requirements concern the following information:
- the address of the branch;
- the activity of the branch;
- the company's place of registration and registration number;
- particulars of the company directors;
- accounting documents;
- information on the closing of the branch.
When several branches are created by the same company, the disclosure documents may be made in the register of one of these branches at the choice of the company. For the other branches, the disclosure obligation is limited to indicating the register of the branch to which the disclosure was made, and to the register number of this branch.
The register of the company must provide information relating to the opening and termination of any winding-up or insolvency proceedings of the company and on the striking-off of the company from the register, if this entails legal consequences in the Member State of the register of the company. The register of the branch shall ensure the receipt, without delay, of the information through the system of interconnection of registers available from 2014).
Branches of companies from third countries
Branches of public and private companies established in a non-European Union (EU) country but having a legal form comparable to that of Union companies must publish documents which include the information required of branches of EU companies, together with the following particulars:
- the law of the State by which the company is governed;
- the company's memorandum and articles of association;
- the legal form of the company.
The branch must publish the annual accounts and annual report of the company. These accounting documents must have been drawn up either under European legislation, or in such a way as to be at least equivalent to those so drawn up. They must also have been audited in conformity with the law which governs the company. In the event of non-conformity or non-equivalence, Member States may require that accounting documents relating to the branch's activities be drawn up and published.
Member States must provide appropriate penalties for failure to disclose the information required.
The provisions of the Directive dealing with the disclosure of accounting documents are not applicable to branches of banks and other financial institutions and need not be applied to branches of insurance companies.
The processing of personal data is subject to the provisions of the Directive on the protection of personal data.
|Act||Entry into force||Deadline for transposition in the Member States||Official Journal|
OJ L 395 of 30.12.1989
|Amending act(s)||Entry into force||Deadline for transposition in the Member States||Official Journal|
OJ L 156 of 16.6.2012
Successive amendments and corrections to Directive 89/666/EC have been incorporated in the basic text. This consolidated version is for reference purpose only.
- Directorate-General for the Internal Market & Services – company law and enterprise governance