Working Group I (MSMEs)

WORKING GROUP I:

MEDIUM, MICRO AND SMALL ENTERPRISES

The Mandate

Mandate

The present mandate of Working Group I is to reduce the legal obstacles that confront micro, small and medium enterprises (MSMEs) throughout their lifecycle. To date this work has included:

consideration of a best practices in business registration;
work towards the development of a new, simplified limited liability organisation suitable for entrepreneurial and innovation enterprises; and
liaising with Working Group V to share insights on the nature of MSMEs relevant to the development of an insolvency regime suitable for small scale insolvencies.

A number of models and suggestions have been put to the Working Group indicative of the diverse range of approaches currently adopted by the countries actively contributing to the work of this group. Some of these models have been discussed in dedicated Colloquia, including:

UNCITRAL Colloquium on Contractual Networks and Other Forms of Inter-Firm Cooperation, 25-26 March 2019, New York

Since 2014, the Working Group has produced one key document and accompanying materials:

Legislative Guide: UNCITRAL Legislative Guide on Key Principles of a Business Registry (2019)
Brochure: Brochure Summarising the UNCITRAL Legislative Guide on Key Principles of a Business Registry (2019)
Explanatory Video: Video UNCITRAL Legislative Guide on Key Principles of a Business Registry (2019)

The future work of the group has been flagged as addressing barriers to access to finance for MSMEs. Difficulties with access to finance were in fact the stimulus for the current mandate of Working Group I. These issues were explored in two colloquia:

Amid UNCITRAL’s work directed at facilitating trade law enabling economic recovery post COVID-19, access to finance for MSMEs has been identified as critical. Consequently, it is high likely that access to finance will become an immediate priority for Working Group I in fulfilling its present mandate:

Virtual Panel Series: UNCITRAL Texts and COVID-19 Response and Recovery, ‘Assisting Economic Recovery – Targeting MSMEs’ 13 July 2020. (Video Recording of ‘Targeting MSMEs’ Session); (Materials for Virtual Panel Series).

In the past, the mandate of Working Group I has included:

Procurement (2004-2012)
Privately Financed Infrastructure Projects (2001-2003)
Time-limits and Limitation, prescription (1969-1971)

This page was last updated in September 2020.

Registration of MSMEs

Processes reflective of good practice in business registration have been considered extensively by WG I, beginning in 2015. In 2017, the Group discussed the prospect of developing a draft consolidated guide for business registration. Finally, in 2018 the Working Group adopted the text by consensus, before it was endorsed in a resolution of the General Assembly. The final text and accompanying materials are available above. The corresponding UN General Assembly Resolution is available here.

Incorporation of MSMEs

Working Group Group I has been working on legal issues relevant to simplifying of incorporation of MSMEs and unifying the forms which they take. This lengthy process began at the 23rd session (February, 2014). There has been considerable debate as to the form that the text should take. The Working Group’s progress on the text was deliberately slowed by a decision of the Working Group to prioritise finalisation of the Legislative Guide on Key Principles of a Business Registry. The Secretariat initially produced a draft model law around which to focus discussion of the legal issues surrounding simplification of incorporation. The initial draft model law was quite short containing only 39 Articles, but attracted debate as to whether it was still too complex to serve the needs of small simplified entities. The text of the draft model law is here.

Discussion of the draft model law at the 26th session (April, 2016) concluded with a return to debate as to the form that the text should take. Three propositions were considered: a model law, a list of 10 key principles, and a legislative guide. The latter received widest support. The Secretariat has since been occupied with preparing a legislative guide that reflects the group’s policy discussion to date, incorporating elements of the draft model law.

The first complete review of all sections of the draft legislative guide was undertaken by WG I at its 33rd session (October, 2019). The guide has been named the Draft Legislative Guide on an UNCITRAL Limited Liability Organisation (UNLLO), and is set to be the subject of WG I's attention in 2020. The latest draft of the guide (following the 33rd session) is available here.

Further Information

As with other Working Groups, WG I maintains an online record of its latest work and agendas for forthcoming meetings. The relevant information is available here.

Australia's Attendance at Working Group I

The Australian Government does not presently send an official delegation to Working Group I, however past meetings of this working group have been attended by:

Tim Castle, Barrister and Immediate Past Chair UNCCA
Diane Chapman, Fellow UNCCA
Dr Anne Matthew, QUT School of Law