UNCITRAL Legislative Guide on Key Principles of a Business Registry (2019)

Purpose

The UNCITRAL Legislative Guide on Key Principles of a Business Registry provides a reference tool for policymakers, registrars and experts involved in business registries reform on the features of an effective and efficient business registry and the minimum necessary requirements for a business to register. The Guide is based on the view that businesses of all sizes, and in particular micro, small and medium-sized enterprises (MSMEs) benefit from streamlined and simplified registration procedures as they reduce the registration burden, and often the cost, for the business.

Relevance to international trade

As the Guide highlights, efficient and effective business registries allow public and easy access to business information, which facilitates the search for potential business partners, clients or sources of finance and reduces risk when entering into business partnerships. Registries efficiently performing their functions also play an important role in a cross-border context as they make access to business information by users from foreign States as simple and fast as possible. This is of particular relevance at a time in which businesses, including MSMEs, are increasingly expanding their activities beyond national borders. It also contributes to transparency and legal certainty in the economy and significantly reduces the cost of businesses operating beyond their national borders.

Key provisions

The Guide is structured around 58 recommendations and relevant commentary drawn from international best practices and addresses all aspects of establishing and operating an efficient business registry.

The Guide takes a user-centric approach and recommends that business registration be designed around the perspective of a business and tailored to its needs: that is, it should be accessible through a single entry point; simultaneous registration with the business registry and other relevant public authorities (for example, taxation and social security) should be allowed and services should be delivered in the shortest time possible with procedures simple and easy to follow. In keeping with this approach, the Guide supports the use of electronic registries (where electronic means any current and emerging technology) and of unique business identifiers, which ensure the unique identity of a business in its interaction with State authorities and private entities, and the establishment of one-stop shops, which are physical or virtual offices permitting simultaneous registration with all authorities involved in business start-up.

Business-friendly registration should be easily accessible to all potential users, whether they seek to register a business or search for information on a registered business. The Guide thus recommends that registry services be available to everyone without discrimination of race, colour, gender, language, religion, political or other opinion, national or social origin, property, birth or other status. Access of potential registrants to the services of the business registry should only be subject to compliance with minimum age requirements, and with procedural requirements for the use of those services. Public access to registered information should be allowed, with the only exception confidential information that should be protected.

Finally, the Guide recognizes that registration fees may represent a hurdle for businesses and may affect their decision whether to register, in particular in the case of MSMEs. It thus recommends that registration be offered free of charge or at a very low fee which would encourage MSMEs to comply with registration requirements.