European Council proposed directive on use of digital tools and processes in company law

Released 05 December 2018

The European Council has agreed a proposed directive amending Directive (EU) 2017/1132 as regards the use of digital tools and processes in company law.

The new rules ensure that:

companies are able to register limited liability companies, set up new branches and file documents for companies and their branches to the business register fully online;

national model templates and information on national requirements are made available online and in a language broadly understood by the majority of cross-border users;

rules on fees for online formalities are transparent and applied in a non-discriminatory manner;

fees charged for the online registration of companies do not exceed the overall costs incurred by the member state concerned;

the 'once-only' principle, whereby company would need to submit the same information to public authorities only once, applies;

documents submitted by companies are stored and exchanged by national registers in machine-readable and searchable formats;

more information about companies is made available to all interested parties free of charge in the business registers.

The proposed directive also sets the necessary safeguards against fraud and abuse in online procedures, including mandatory control of the identity and legal capacity of persons setting up the company and the possibility of requiring physical presence before a competent authority. It maintains the involvement of notaries or lawyers in company law procedures as long as these procedures can be completed fully online and foresees an exchange of information between member states on disqualified directors in order to detect fraud.

For more information and to view the proposed directive, see Company law adapted to the digital era : Council position agreed.

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