EU: Ensure transparency of company ownership

21 June 2022

We are concerned about the proposed draft Implementing Regulation for the Open Data Directive, with respect to the high value dataset of Companies and Company Ownership.

The draft Implementing Regulation calls for the publication of only basic company information and company documents, without the names of company legal owners, legal representatives, and beneficial owners.

Publishing company ownership data without these names would essentially render this dataset ineffective: CSOs and journalists would not have access to the data they need to properly investigate corruption, money laundering and tax evasion, and small and medium-sized enterprises (SMEs) and entrepreneurs would not be able to carry out proper due diligence on potential partners.

It is inappropriate that only those with the resources to pay for this data are able to obtain it in most EU Member States. In countries that do provide full access to this data for free, this has only been beneficial for users with no negative consequences. 

We believe in the importance of open company data, as it brings multiple quantitative and qualitative social and economic benefits to society:

• Discovery and deterrence of money laundering, which costs the EU almost €200 billion per year;
• Decrease of corruption in public procurement, which costs the EU around €5 billion per year;
• Business opportunities worth thousands of millions of euros (in the UK opening the company register created business opportunities worth an estimated €780 million);
• Reduced time and costs for Europe’s 24 million SMEs in reporting and checking ownership of other companies.

We call on the Commission to act on the promise of the Open Data Directive and to include in the proposed Implementing Regulation a requirement to open up the following information free of charge. Note that the data marked * is already in the Commission’s draft Implementing Regulation; the rest is what the public needs for us to speak of genuinely open company registers:

Basic Information 

1. Name of the company *
2. Company status* 
3. Founding 
4. Cessation date (if applicable)
5. Historical names
6. Registered Address(es) * 
7. Legal form * 
8. Identifiers (registration or company number * / VAT number/phone number/ email) 
9. Data from VAT Information Exchange System (VIES) 
10. Member State where registered *
11. Activity Code using the Statistical Classification of Economic Activities in the European Community (NACE) code * 
12. Number of employees
13. Turnover
14. Capital
15. Detailed information on branches
16. All changes (to individual companies and list of companies dissolved) with date of last update
17. Name(s) of company legal representative(s)
18. Name of company’s directors
19. Names and details of authorised legal representatives with appointment and termination dates
20. All changes and date of the last update

Documents and Accounts

1. Legal entities
2. Accounting documents, including consolidated financial statements, non-financial statements, management reports, transfer prices reports, and other reports
3. Detailed data on branches
4. Intra-group transactions
5. Date of the last update
6. Other company documents provided to the authority

Ownership

1. Name of the legal owners and beneficial owners
2. Share (percentage) of ownership, and nature and extent of Beneficial Interest held (in shareholding and/or voting rights) as well as legal ownership
3. Start (and end date) of the beneficial owner relationship
4. Month and Year of birth
5. Nationality
6. Country of residence
7. Owner identifier
8. Names of shareholders
9. Country of residence of the shareholders/owners
10. Capital links between companies
11. All changes and date of the last update

Insolvency

1. Type of insolvency proceeding
2. Time limit for lodging claims
3. Date of closing insolvency proceedings
4. The court where proceedings is to be lodged
5. All changes and date of the last update

 Furthermore, we call for: 

• Data published under fully open licences permitting reuse and processing with no limits such as attribution.
• Requirement to move towards the digital filing of documents permitting company documents to be available in machine readable and eventually in fully open formats, by 2030 at the latest.
• Online databases searchable by selection of any or all fields with results viewable online or exportable as open data. 

If the Commission truly wants to create a European Union that is hostile to money-laundering, corruption, and tax evasion, it should expand the Implementing Regulation to include company ownership information.