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DRAFT REPORT (COM(2023)0177 – C90121/2023 – 2023/0089(COD))

On the 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

JURI-PR-751881

Committee on Legal Affairs · Rapporteur: Emil Radev

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This is the rapporteur's draft report on the Commission proposal for a directive amending Directives 2009/102/EC and (EU) 2017/1132 on digital tools and processes in company law. The draft proposes amendments to the Commission's text, including on preventive control of company documents, complementary public electronic controls of identity and legality, and the 'once-only' principle. It also proposes changes on disclosure requirements for commercial partnerships, group information updates, the EU Company Certificate, and the digital EU power of attorney. The rapporteur's explanatory statement welcomes the proposal, aims to reduce administrative burden, opposes yearly confirmations of group information and fees for the EU Company Certificate, and supports qualified electronic signatures for the EU power of attorney.

Committee position. The rapporteur proposes to amend the Commission proposal to reduce administrative burden, allow complementary electronic controls, remove yearly group information confirmations, make the EU Company Certificate free of charge, and require qualified electronic signatures for the digital EU power of attorney.

Key points

  1. Member States should provide for preventive administrative, judicial or notarial control of company documents, without prejudice to national laws requiring documents to be drawn up and certified in due legal form.
  2. Member States should be allowed to provide complementary public electronic controls of identity, legal capacity and legality, including public remote audio-visual identity controls and electronic checks of identity photos.
  3. Documents or information transmitted through the system of interconnection of registers should not be denied legal effect or considered inadmissible solely because they are in electronic form.
  4. Commercial partnerships should disclose the same basic information as limited liability companies, with common minimum standards of preventive control, including information about partners with unlimited or limited liability.
  5. The obligation to update group information should be on the ultimate parent, intermediate parent or subsidiary, without the requirement to confirm yearly that no changes occurred.
  6. Companies should disclose changes to company information within 15 working days, and subsidiaries should disclose group changes within two weeks of the change or of becoming aware of it.
  7. The EU Company Certificate should be issued by registers, accepted as evidence of incorporation, and available free of charge to companies and third parties.
  8. A Member State may recognise register data as evidence only where those registers apply a functionally equivalent level of preventive scrutiny, and must notify the Commission of registers whose data it will not recognise.
  9. The digital EU power of attorney should be signed using qualified electronic signatures, and any amendment or revocation should be filed with the register within a maximum of five working days.
  10. The digital EU power of attorney should include provisions on the type of representation, restrictions on self-dealing or multiple representation, and its scope, including formation, changes to articles, branch registration, conversions, mergers and divisions.
  11. A requesting authority may decide not to accept copies or extracts of documents only if their authenticity and accuracy is not confirmed by the register from which it requests information.
  12. The rapporteur opposes yearly confirmations of group information and fees for the EU Company Certificate, and supports qualified electronic signatures for the EU power of attorney.

Who is affected

  • Companies, especially SMEs, benefit from reduced administrative burden and easier cross-border registration.
  • Commercial partnerships must disclose basic information and be subject to common minimum preventive control standards.
  • Parent and subsidiary companies must update group information without yearly confirmation requirements.
  • Third parties, including authorities, can access the EU Company Certificate free of charge for reliable company information.
  • Member States may apply complementary electronic controls and must notify the Commission of registers whose data they will not recognise.

Figures and deadlines

  • 15 working days: time period for filing changes to documents and information with the register.
  • two weeks: deadline for subsidiaries to disclose group changes in their register.
  • five working days: maximum period for filing the digital EU power of attorney, amendments and revocations with the register.

Legal basis: Article 294(2), Article 50(1) and (2)(g) and Article 114 of the Treaty on the Functioning of the European Union.