2023/0089/COD: Proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law

The European Parliament and the Council have published a proposed new directive as regards modifications to existing company law(s) in the Official Journal (OJ) of the EU. With the proposed directive – which is entitled „DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL amending Directives 2009/102/EC and (EU) 2017/1132 as regards further expanding and upgrading the use of digital tools and processes in company law“ – the regulators aim to enhance transparency over registered firms in the EU, increase interconnectivity among member states and among various types of registers, and reduce red tapes of firms operating in the EU, particularly those operating cross-border. Among other things, the new Directive would modify the current company laws set out in Directive (EU) 2017/1132 and Directive 2009/102/EC to
- require companies to enter (additional) information in company registers, e.g. partnerships would have to disclose a full set of mandatory information, including information on their legal form, instrument of constitution, particulars of partners, etc. or limited liabilities companies would have to disclose their principle place of business and place of central administration, if either one is not located in an EU member state.
- require member states to carefully review company information before entering it into the company register and to keep their registers up-to-date, which would include the recording of any changes in a company in a timely manner.
- require member states to issue a „EU Company Certificate“ for any registered firm which will enable a firm to provide evidence of its incorporation across all member states. This may be particularly relevant in the context of taxation or authorization procedures or when engaging in tender offers.
- require member states to facilitate a new „Digital EU power of attorney“ which will be recognized in all states and which will eliminate the need to produce the document in multiple languages when operating cross-border.
- require member states to interconnect their various registries (business register, beneficial ownership register, insolvency register) and make available information on companies in a machine-readable and searchable format or as structured data.
According to the regulators, the proposed new directive would also eliminate the need to have company documents that have already been certified in one EU member state to be legalized (apostille) in another member state.
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As these are only the key elements contained in the proposed directive, please consult the original proposed legislation for more detailed, comprehensive information.