European Commission proposes more digitalisation of EU company law

March 31, 2023

The European Commission has adopted a proposal for a Directive aimed at making it easier for companies to expand the use of digital tools and processes in EU company law. The proposal aims to facilitate cross-border companies’ operations and to increase business transparency and trust by making more information about companies publicly available at EU level.

The proposed rules include:

  • Application of the “once-only principle” so that companies do not need to re-submit information when setting up a branch or a company in another member State. The relevant information can be exchanged through the Business Registers Interconnection System (BRIS);
  • An EU Company Certificate, containing a basic set of information about companies, which will be available free of charge in all EU languages;
  • A multilingual standard model for a digital EU power of attorney which will authorise a person to represent the company in another member State;
  • Removing formalities such as the need for an apostille or certified translations for company documents; and
  • Improving transparency and trust in cross-border business.

The proposal will further update the existing EU rules for companies (Directive (EU) 2017/1132) and are intended to:

  • Make sure that important information about companies (e.g. about partnerships and groups of companies) is publicly available in particular at EU level through the BRIS;
  • Make searches for information about companies in the EU easier by allowing a search through BRIS and, at the same time, through two other EU systems interconnecting national beneficial ownership registers and insolvency registers; and
  • Ensure that company data in business registers is accurate, reliable and up-to-date, for example by providing for checks of company information before it is entered in business registers in all member states.

Next steps

The proposal will now be discussed by the European Parliament and the Council. It is proposed that once adopted, member states will have two years to transpose the Directive into national law.