Article 47 GDPR - Binding corporate rules

1. The competent supervisory authority shall approve binding corporate rules in accordance with the consistency mechanism set out in Article 63, provided that they:

(a) are legally binding and apply to and are enforced by every member concerned of the group of undertakings, or group of enterprises engaged in a joint economic activity, including their employees;

(b) expressly confer enforceable rights on data subjects with regard to the processing of their personal data; and

2. The binding corporate rules referred to in paragraph 1 shall specify at least:

(a) the structure and contact details of the group of undertakings, or group of enterprises engaged in a joint economic activity and of each of its members;

(b) the data transfers or set of transfers, including the categories of personal data, the type of processing and its purposes, the type of data subjects affected and the identification of the third country or countries in question;

(d) the application of the general data protection principles, in particular purpose limitation, data minimisation, limited storage periods, data quality, data protection by design and by default, legal basis for processing, processing of special categories of personal data, measures to ensure data security, and the requirements in respect of onward transfers to bodies not bound by the binding corporate rules;

(e) the rights of data subjects in regard to processing and the means to exercise those rights, including the right not to be subject to decisions based solely on automated processing, including profiling in accordance with Article 22, the right to lodge a complaint with the competent supervisory authority and before the competent courts of the Member States in accordance with Article 79, and to obtain redress and, where appropriate, compensation for a breach of the binding corporate rules;

(f) the acceptance by the controller or processor established on the territory of a Member State of liability for any breaches of the binding corporate rules by any member concerned not established in the Union; the controller or the processor shall be exempt from that liability, in whole or in part, only if it proves that that member is not responsible for the event giving rise to the damage;

(g) how the information on the binding corporate rules, in particular on the provisions referred to in points (d), (e) and (f) of this paragraph is provided to the data subjects in addition to Articles 13 and 14;

(h) the tasks of any data protection officer designated in accordance with Article 37 or any other person or entity in charge of the monitoring compliance with the binding corporate rules within the group of undertakings, or group of enterprises engaged in a joint economic activity, as well as monitoring training and complaint-handling;

(i) the complaint procedures;

(j) the mechanisms within the group of undertakings, or group of enterprises engaged in a joint economic activity for ensuring the verification of compliance with the binding corporate rules. Such mechanisms shall include data protection audits and methods for ensuring corrective actions to protect the rights of the data subject. Results of such verification should be communicated to the person or entity referred to in point (h) and to the board of the controlling undertaking of a group of undertakings, or of the group of enterprises engaged in a joint economic activity, and should be available upon request to the competent supervisory authority;

(k) the mechanisms for reporting and recording changes to the rules and reporting those changes to the supervisory authority;

(l) the cooperation mechanism with the supervisory authority to ensure compliance by any member of the group of undertakings, or group of enterprises engaged in a joint economic activity, in particular by making available to the supervisory authority the results of verifications of the measures referred to in point (j);

(m) the mechanisms for reporting to the competent supervisory authority any legal requirements to which a member of the group of undertakings, or group of enterprises engaged in a joint economic activity is subject in a third country which are likely to have a substantial adverse effect on the guarantees provided by the binding corporate rules; and

(n) the appropriate data protection training to personnel having permanent or regular access to personal data.

3. The Commission may specify the format and procedures for the exchange of information between controllers, processors and supervisory authorities for binding corporate rules within the meaning of this Article. Those implementing acts shall be adopted in accordance with the examination procedure set out in Article 93(2).

Relevant Recitals

Recital 110 Binding Corporate Rules

Frequently Asked Questions

Short answers to common questions about this provision. They are general information and not legal advice.

Binding corporate rules are the safeguard referred to in point (b) of Article 46(2) for transfers within a group of undertakings or a group of enterprises engaged in a joint economic activity, and Article 4(20) defines them as personal data protection policies adhered to for such transfers. Under Article 47(1) the competent supervisory authority approves them in accordance with the consistency mechanism set out in Article 63.

Paragraph 1 sets three conditions. The rules must be legally binding and apply to and be enforced by every member concerned of the group, including their employees, they must expressly confer enforceable rights on data subjects with regard to the processing of their personal data, and they must fulfil the content requirements laid down in paragraph 2.

Paragraph 2 lists fourteen minimum elements, among them the structure and contact details of the group and its members, the transfers covered with the categories of data, purposes, data subjects and third countries concerned, the legally binding nature of the rules internally and externally, the application of the general data protection principles, the rights of data subjects and the means to exercise them, the complaint procedures, compliance-verification mechanisms including data protection audits, mechanisms for reporting changes and legal requirements in third countries likely to have a substantial adverse effect on the guarantees, cooperation with the supervisory authority, the tasks of the data protection officer or other compliance function, and data protection training for personnel with permanent or regular access to personal data.

Under point (f) of paragraph 2, the controller or processor established on the territory of a Member State must accept liability for any breaches of the binding corporate rules by any member concerned not established in the Union. It is exempt from that liability, in whole or in part, only if it proves that the member is not responsible for the event giving rise to the damage, a reversal of the burden of proof that parallels Article 82(3).

Point (e) of paragraph 2 requires the rules to set out the rights of data subjects in regard to processing and the means to exercise them, including the right not to be subject to decisions based solely on automated processing including profiling in accordance with Article 22, the right to lodge a complaint with the competent supervisory authority and before the competent courts of the Member States in accordance with Article 79, and the right to obtain redress and, where appropriate, compensation for a breach of the rules. Point (g) adds that data subjects must be informed of the provisions on principles, rights and liability in addition to the information required by Articles 13 and 14.