On 24 April 2024, the European Parliament approved, with amendments, the European Commission’s proposal for a Directive for the expansion and improvement of the use of digital tools and processes in company law.
Said Directive aims at accelerating the process of digitalization in the company law of the EU Member States, already initiated with the adoption of Directive (EU) 2017/1132, by introducing:
(i) new digital procedures aimed at simplifying the access to information relating to companies established in the European Union, and enhancing the Business Register Interconnection System (BRIS), a system of interconnection between Member States' registers of companies already introduced in 2017; and
(ii) innovative tools intended to develop a fully digitalized and harmonized single market.
In a nutshell, the above-mentioned Directive introduces relevant amendments to Directives 2009/102/EC and (EU) 2017/1132, providing for, inter alia:
(i) additional information to be provided by companies to the companies register, as well as the introduction of information disclosure requirements as regards the partnerships (società di persone) indicated in the new Annex IIB to Directive (EU) 2017/1132 (with reference to Italy, general partnership (società in nome collettivo) and limited partnership (società in accomandita semplice)) and the obligation for Member States to make available, free of charge, through BRIS, several information relating to groups of companies (e.g., name and legal form of the parent company, Member State or third country in which the same is incorporated, etc.);
(ii) the obligation for Member States to introduce procedures aimed at ensuring the timely and continuous updating of the information entered in the companies registers, and, in any event, suitable for ensuring that amendments to documents and information relating to companies are notified for registration no later than 15 business days after the occurrence of the same;
(iii) the obligation for Member States to introduce a preventive legality control mechanism, whether administrative, judicial or notarial (or a combination of said control mechanisms), of the deed of incorporation and articles of association of the companies;
(iv) the enhancement of mechanisms for the exchange of information between Member States’ registers of companies, in order to simplify access to information relating to a company which intends to set up a subsidiary in another Member State (see the new wording of Article 13g of Directive (EU) 2017/1132);
(v) the introduction of the "EU Company Certificate" (with the new Article 16b of Directive (EU) 2017/1132), issued by the companies register, and to be considered in all Member States as sufficient proof of the incorporation of the company and the information listed therein (e.g., name of the company, legal form, registered office, share capital, identification data of the persons entrusted with representative powers, etc.);
(vi) introduction of a model of "Digital EU power of attorney" (with the new Article 16c of Directive (EU) 2017/1132), which may be used by EU companies for the establishment, registration and winding-up of branches, as well as for cross-border transformations, mergers and demergers. The digital EU power of attorney shall be accepted by the Member States as proof of the right of the authorized person to represent the company as stated therein.
The text of the Directive has been submitted to the Council of the European Union for its approval.
Author: Giacomo Ongaro
Contact: Avv. Francesca Baccara f.baccara@bergsmore.com
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