Text · Report parliamentary committee draft
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
Full title
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
Document JURI-PR-751881 · COM(2023)0177 – C90121/2023 – 2023/0089(COD)
- Kind
- Report parliamentary committee draft JURI-PR-751881
- Date
- 19 July 2023
- Committee
- Committee on Legal Affairs
- Rapporteur
- Emil Radev
- Dossier
- 2023-0089
More facts (3)
- Formats
- Official page PDF Word
- Subject matter
- c_4e12d83d, LES
- Reference
- COM(2023)0177 – C90121/2023 – 2023/0089(COD)
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Draft european parliament legislative resolution
–having regard to Article 294(2), Article 50(1) and (2)(g) and Article 114 of the Treaty on the Functioning of the European Union, pursuant to which the Commission submitted the proposal to Parliament (C90121/2023),
2.Calls on the Commission to refer the matter to Parliament again if it replaces, substantially amends or intends to substantially amend its proposal;
3.Instructs its President to forward its position to the Council, the Commission and the national parliaments.
| Text proposed by the Commission | Amendment |
|---|---|
| (9) A preventive administrative or judicial control, respecting Member States traditions including the possible involvement of notaries, should be ensured in all Member States in order to ensure reliability of cross-border company data. A legality check of the company’s instrument of constitution, the company statutes if contained in a separate instrument, and of any amendment of such instruments and statutes, should be carried out, given that these are the most important documents concerning the company. | (9) A preventive administrative, judicial or notarial control, respecting Member States traditions, should be ensured in all Member States in order to ensure reliability of cross-border company data. Member States should therefore provide for public preventive control through courts, administrative authorities or notaries. A legality check of the company’s instrument of constitution, the company statutes if contained in a separate instrument, and of any amendment of such instruments and statutes, should be carried out, given that these are the most important documents concerning the company. |
| Text proposed by the Commission | Amendment |
|---|---|
| (9a) The legality of company law transactions, the protection of reliable public registers and the prevention of illegal activities require the correct and secure identification of the participants in such transactions as well as the verification of their legal capacity. This applies, inter alia, to company founders and directors. In particular, the reliable identification of the customer in line with the ‘know-your-customer’ principle under anti-money laundering and combating the financing of terrorism (AML/CFT) rules is a prerequisite for any AML/CFT customer due diligence obligations and thus any money laundering and terrorist financing (ML/TF) prevention. Therefore, for the procedures within the scope of this Directive, Member States should be allowed to provide for complementary public electronic controls of identity, legal capacity and legality. Those complementary public electronic controls could include public remote audio-visual identity controls, including electronic checks of identity photos. |
| Text proposed by the Commission | Amendment |
|---|---|
| (11) Applying the ‘once-only’ principle entails that companies are not asked to submit the same information to public authorities more than once. For example, companies should not have to resubmit the company documents or information already submitted to the register where the company is registered when creating a subsidiary in another Member State. Instead, information about the company should be exchanged electronically, between the register where the company is registered and the register where a subsidiary is to be registered, using the system of interconnection of registers. Such information should be made available by the business register to any authority, body or person mandated under national law to deal with any aspect of the formation of a company. | (11) Applying the ‘once-only’ principle entails that companies are not asked to submit the same information to public authorities more than once. For example, companies should not have to resubmit the company documents or information already submitted to the register where the company is registered when creating a subsidiary in another Member State. Instead, information about the company should be exchanged electronically, between the register where the company is registered and the register where a subsidiary is to be registered, using the system of interconnection of registers. Such information should be made available by the business register to any authority, body or person mandated under national law to deal with any aspect of the formation of a company. Documents or information transmitted as part of electronic communication through the system of interconnection of registers should not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They should have the same legal effect as that provided by the register of the Member State where the company in question is registered. |
| Text proposed by the Commission | Amendment |
|---|---|
| (15) In order to protect the interests of third parties and enhance trust in business transactions with different types of companies in the single market, it is important to enhance transparency and provide easier access on a cross-border basis to information about so-called ‘commercial partnerships’. These play an important role in the economy of Member States and are registered in all national business registers, yet there are differences between the types of partnerships and types of information made available about them across the Union, which results in difficulties in the cross-border access to this information. To address this, the same basic information about ‘commercial partnerships’ should be disclosed in all Member States. The disclosure requirements for partnerships should mirror the existing disclosure requirements for limited liability companies but be adapted to the specific characteristics of partnerships. For instance, the disclosure requirements should also cover information about partners, including those that are authorised to represent the partnership. As in the case of limited liability companies, Member States should be allowed to require that partnerships disclose documents or information beyond what is required by this Directive. Where such additional documents or information contain personal data, Member States should process such personal data in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council54 . | (15) In order to protect the interests of third parties and enhance trust in business transactions with different types of companies in the single market, it is important to enhance reliability, transparency and provide easier access on a cross-border basis to information about so-called ‘commercial partnerships’. These play an important role in the economy of Member States and are registered in all national business registers, yet there are differences between the types of partnerships and types of information made available about them across the Union, which results in difficulties in the cross-border access to this information. To address this, the same basic information about ‘commercial partnerships’ should be disclosed in all Member States which should apply common minimum standards of preventive control to that information. The disclosure requirements as well as the legality checks for partnerships should mirror the existing disclosure requirements for limited liability companies but be adapted to the specific characteristics of partnerships. For instance, the disclosure requirements should also cover information about partners, including those that are authorised to represent the partnership. As in the case of limited liability companies, Member States should be allowed to require that partnerships disclose documents or information beyond what is required by this Directive. Where such additional documents or information contain personal data, Member States should process such personal data in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council54 . |
| 54 Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1). | 54 Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ L 119, 4.5.2016, p. 1). |
| Text proposed by the Commission | Amendment |
|---|---|
| (20) In order to avoid unnecessary burden, the obligation to update the group information, at least once per year, should be on the ultimate parent or, where applicable, on the intermediate parent or on the subsidiary company governed by the law of a Member State. If no change has occurred within a year, such parent company or subsidiary company should confirm this to its register, which should record and make this information publicly available. In addition, each subsidiary company should be responsible for keeping the information related to its affiliation to the group in its register up to date. In this regard, the ultimate parent or, where applicable, the intermediate parent or the subsidiary company governed by the law of a Member State should provide any changes in the group information to the (other) subsidiaries without delay in order for the subsidiaries to fulfil in time the obligation to keep the group-related information in their register up to date. | (20) In order to avoid unnecessary burden, the obligation to update the group information, should be on the ultimate parent or, where applicable, on the intermediate parent or on the subsidiary company governed by the law of a Member State. In addition, each subsidiary company should be responsible for keeping the information related to its affiliation to the group in its register up to date. In this regard, the ultimate parent or, where applicable, the intermediate parent or the subsidiary company governed by the law of a Member State should provide any changes in the group information to the (other) subsidiaries without delay in order for the subsidiaries to fulfil in time the obligation to keep the group-related information in their register up to date. |
| Text proposed by the Commission | Amendment |
|---|---|
| (22) In addition to common standards for checking company information before it is entered into the register, it is necessary to ensure that the information in the register is kept up to date. The Financial Action Task Force recommendation 24 ‘Transparency and beneficial ownership of legal persons’, as revised in March 2022, includes requirements that company information in business registers be kept accurate and up to date. It is also in companies’ interest to make sure that their information is updated in the register because this information, including the EU Company Certificate, can be relied on by third parties. Therefore, companies should be required to disclose changes to company information without unnecessary delay and the registers should record and make available such changes in a timely manner. While the deadline for the publication of accounting documents is regulated by Directive 2013/34/EU of the European Parliament and of the Council55 , the registers should also make them publicly available without unnecessary delay. In addition, in order to further enhance the reliability of company data, companies should confirm once per calendar year that their information in the business register is up to date, including when no change occurred. Companies may do this together with the filing of other changes or when filing accounting documents. | (22) In addition to common standards for checking company information before it is entered into the register, it is necessary to ensure that the information in the register is kept up to date. The Financial Action Task Force recommendation 24 ‘Transparency and beneficial ownership of legal persons’, as revised in March 2022, includes requirements that company information in business registers be kept accurate and up to date. It is also in companies’ interest to make sure that their information is updated in the register because this information, including the EU Company Certificate, can be relied on by third parties. Therefore, companies should be required to disclose changes to company information without unnecessary delay and the registers should record and make available such changes in a timely manner. While the deadline for the publication of accounting documents is regulated by Directive 2013/34/EU of the European Parliament and of the Council55 , the registers should also make them publicly available without unnecessary delay. |
| 55 Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19). | 55 Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19). |
| Text proposed by the Commission | Amendment |
|---|---|
| (24) In the single market, companies should be able to prove that their company is legally incorporated in a Member State through simple and reliable means, which are recognised cross-border by other Member States. Therefore, a harmonised EU Company Certificate should be established. Companies could apply for such an EU Company Certificate to use it for different purposes, including for administrative procedures before national authorities and court proceedings in other Member States or before EU institutions and bodies. Such EU Company Certificate should be issued and certified by the national business registers, should include essential company information used by companies in cross-border situations, including the company name, its registered office and legal representatives, and should be available in all official languages of the Union. The electronic EU Company Certificate should be authenticated by using trust services as referred to in Regulation (EU) No 910/201456 . This EU Company Certificate would also be accessible to third parties, including authorities, which need reliable essential information about companies. While Member States should be allowed to charge a fee for obtaining an EU Company Certificate, registers should be required to provide, upon request, each company registered in that register with its own EU Company Certificate free of charge at least once a year. Registers and authorities in other Member States should accept an EU Company Certificate in accordance with this Directive. | (24) In the single market, companies should be able to prove that their company is legally incorporated in a Member State through simple and reliable means, which are recognised cross-border by other Member States. Therefore, a harmonised EU Company Certificate should be established and disclosed in the register of the company. Companies could apply for such an EU Company Certificate to use it for different purposes, including for administrative procedures before national authorities and court proceedings in other Member States or before EU institutions and bodies. Such EU Company Certificate should be issued and certified by the national business registers, should include essential company information used by companies in cross-border situations, including the company name, its registered office and legal representatives, and should be available in all official languages of the Union. The electronic EU Company Certificate should be authenticated by using trust services as referred to in Regulation (EU) No 910/201456 . This EU Company Certificate should also be accessible free of charge to third parties, including authorities, which need reliable essential information about companies. Registers should be required to provide, upon request, each company registered in that register with its own EU Company Certificate free of charge. Registers and authorities in other Member States should accept an EU Company Certificate in accordance with this Directive. |
| 56 Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73). | 56 Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC (OJ L 257, 28.8.2014, p. 73). |
| Text proposed by the Commission | Amendment |
|---|---|
| (25) In order to further facilitate cross-border procedures for companies and simplify and reduce formalities, such as apostille or translation, a digital EU power of attorney should be established. The digital EU power of attorney will be a multilingual standard model based on a common European template which companies may choose to use in cross-border situations. It should have a minimum mandatory content, while it would be drawn up in accordance with national legal and formal requirements. The standard digital EU power of attorney would only exist in digital form and it should be authenticated by using trust services as referred to in Regulation (EU) No 910/2014. In addition, in order to contribute to higher security of transactions, the digital EU power of attorney should be filed in the register of the company where third parties that can demonstrate legitimate interest can consult it. In particular, third parties, such as lawyers, notaries, credit and financial institutions or competent authorities to whom the digital EU power of attorney is presented, could thus verify the existence of these powers in the register of the company. Member States may also require that the digital EU power of attorney is filed, in addition, in another register in accordance with national law. In order to overcome language barriers and facilitate their use, the template for an EU Company Certificate and a standard model of the digital EU power of attorney should be available on the E-justice portal in all Union languages. | (25) In order to further facilitate cross-border procedures for companies and simplify and reduce formalities, such as apostille or translation, a digital EU power of attorney should be established. The digital EU power of attorney will be a multilingual standard model based on a common European template which companies may choose to use in cross-border situations. It should have a minimum mandatory content, while it would be drawn up in accordance with national legal and formal requirements,. The standard digital EU power of attorney would only exist in digital form and it should be authenticated in accordance with the assurance level ‘high’ by using trust services as referred to in Regulation (EU) No 910/2014. In addition, in order to contribute to higher security of transactions and reliable public registers, the digital EU power of attorney should be signed using qualified electronic signatures. In cases where the digital EU power of attorney is certified or authenticated, the certifying or authenticating authority should use qualified electronic signatures or seals, including its specific attributes in accordance with Regulation (EU) No 910/2014. The digital EU power of attorney should be filed in the register of the company where third parties that can demonstrate legitimate interest can consult it. In particular, third parties, such as lawyers, notaries, credit and financial institutions or competent authorities could thus verify the existence of these powers of attorney in the register of the company. Once filed, the digital EU power of attorney should be deemed to be valid in its published form until an amendment or revocation has been published in the register. In order to overcome language barriers and facilitate their use, the template for an EU Company Certificate and a standard model of the digital EU power of attorney should be available on the E-justice portal in all Union languages. |
| Text proposed by the Commission | Amendment |
|---|---|
| (27) At the same time, in order to prevent fraud or forgery, it should be possible for the authorities of the Member State in which the company document or information is presented, where they have a reasonable doubt as to its authenticity, to verify the document or information via the issuing register or the register in its own Member State, which could exchange information about the authenticity of the document through the system of interconnection of registers. Such exchange of information should contribute to the mutual trust and cooperation between Member States within the single market. | (27) At the same time, in order to prevent fraud or forgery, it should be possible for the authorities of the Member State in which the company document or the information it contains, where they have a reasonable doubt as to its authenticity and accuracy, to verify the document or information via the issuing register or the register in its own Member State, which could exchange information about the authenticity of the document through the system of interconnection of registers. Such exchange of information should contribute to the mutual trust and cooperation between Member States within the single market. |
| Text proposed by the Commission | Amendment |
|---|---|
| (30) In order to help companies, and in particular SMEs, to expand their business activities cross-border more easily, the ‘once-only’ principle should be further developed in cases where companies register branches in another Member State. The information about the company registering the cross-border branch should be retrieved electronically from the register of the company by the register of the branch through the system of interconnection of registers. This exchange of information, as any other exchange of information between registers through the system of interconnection of registers, will be carried out via secure transmission between national registers, which ensures that the information can be trusted and should not be required to be certified or subject to any legalisation or similar formality. | (30) In order to help companies, and in particular SMEs, to expand their business activities cross-border more easily, the ‘once-only’ principle should be further developed in cases where companies register branches in another Member State. The information about the company registering the cross-border branch should be retrieved electronically from the register of the company by the register of the branch through the system of interconnection of registers. This exchange of information, as any other exchange of information between registers through the system of interconnection of registers, will be carried out via secure transmission between national registers, which ensures that the information can be trusted and should not be required to be certified or subject to any legalisation or similar formality. Documents or information transmitted as part of electronic communication through the system of interconnection of registers should not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They should have the same legal effect as that provided by the register of the Member State where the company in question is registered. |
| Text proposed by the Commission | Amendment |
|---|---|
| 1. Member States shall provide for preventive administrative or judicial control, at the time of the formation of a company, of the instrument of constitution, the company statutes and any amendments to those documents. Member States may provide that those documents shall be drawn up and certified in due legal form. | 1. Member States shall provide for preventive administrative, judicial or notarial control, at the time of the formation of a company, of the instrument of constitution, the company statutes and any amendments to those documents. This is without prejudice to national laws that, in accordance with Member States’ legal systems, require that those documents are to be drawn up and certified in due legal form. |
| Text proposed by the Commission | Amendment |
|---|---|
| (c) there are no evident substantive legal irregularities; and | (c) the substantive legal requirements are met; and |
| Text proposed by the Commission | Amendment |
|---|---|
| Where, for the formation of companies listed in Annex IIB, national law does not require the drawing up of instruments of constitution and statutes, the procedure for the legality check shall include the formal and substantive control of the documents required under national law for the formation of such companies. | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| The rules laid down in Article 13(4), points (b) and (c), Article 13(5) and (7), and Article 13g(3), points (a), (d), (e), (f), shall apply mutatis mutandis to other forms of formation of the companies listed in Annexes II and IIB that are not fully online. | The rules laid down in Article 13g(3), points (a), (d), (e), (f), Article 13g(4), points (b) and (c), and Article 13g(5) and (7), shall apply mutatis mutandis to other forms of formation of the companies listed in Annexes II and IIB that are not fully online. |
| Text proposed by the Commission | Amendment |
|---|---|
| Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They shall have the same legal effect as that provided by the register of the Member State where the company in question is registered. |
| Text proposed by the Commission | Amendment |
|---|---|
| (f) the total amount of the contributions of the partners; | (f) information about the partners with unlimited liability, indicating their liability status as unlimited, as well as information about the partners with limited liability, indicating the maximum possible extent of their liability; |
| Text proposed by the Commission | Amendment |
|---|---|
| (g) the instrument of constitution, and the statutes if they are contained in a separate instrument, if these documents are required by national law; | (g) the instrument of constitution, and the statutes if they are contained in a separate instrument |
| Text proposed by the Commission | Amendment |
|---|---|
| 6. The ultimate parent company or, where applicable, the intermediate parent company or the subsidiary company referred to in paragraph 2 shall at least once per year, and in any case no later than the date of the disclosure of the accounting documents and, if no such disclosure is required, by the end of the financial year, update the information required in paragraphs 1 to 3, where applicable, or confirm that no changes to the group structure have occurred. | 6. The ultimate parent company or, where applicable, the intermediate parent company or the subsidiary company referred to in paragraph 2 shall update the information required in paragraphs 1 to 3. |
| Text proposed by the Commission | Amendment |
|---|---|
| 8. In the case of changes to the information referred to in paragraph 5, each subsidiary company of the group governed by the law of a Member State, including any intermediate parent company, shall disclose such changes in the register where it is registered within a deadline of two weeks as from the date the changes were made. | 8. In the case of changes to the information referred to in paragraph 5, each subsidiary company of the group governed by the law of a Member State, including any intermediate parent company, shall disclose such changes in the register where it is registered within a deadline of two weeks as from the date the changes were made, or from the date it was made aware of the changes. |
| Text proposed by the Commission | Amendment |
|---|---|
| (a) that companies listed in Annex II and IIB file any changes to the documents and information to the register, within a time period not exceeding 15 working days as from the date the changes were made. This time period shall not apply to changes to the information to be disclosed under Article 14b and accounting documents referred to in Article 14, point (f), and Article, 14a point (l); | (a) that any changes to the documents and information on companies listed in Annex II and IIB shall be filed with the register within a time period not exceeding 15 working days as from the date the changes were made. This time period shall not apply to changes to the information to be disclosed under Article 14b and accounting documents referred to in Article 14, point (f), and Article, 14a point (l); |
| Text proposed by the Commission | Amendment |
|---|---|
| (c) that companies listed in Annexes II and IIB confirm once every calendar year that the information about the company in the register is up to date and that the registers make publicly available the date when the company provided that confirmation or updated the information; | deleted |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that the registers referred to in Article 16 issue the EU Company Certificate about companies listed in Annexes II and IIB. The EU Company Certificate shall be accepted in all Member States as conclusive evidence of the incorporation of the company and of the information listed in paragraphs 2 and 3 of this Article, respectively, which is held by the register where the company is registered at the time of the issuance. | Member States shall ensure that the registers referred to in Article 16 issue the EU Company Certificate about companies listed in Annexes II and IIB. The EU Company Certificate shall be accepted in all Member States as evidence of the incorporation of the company and of the information listed in paragraphs 2 and 3 of this Article, respectively, which is held by the register where the company is registered at the time of the issuance. |
| Text proposed by the Commission | Amendment |
|---|---|
| A Member State may decide to only recognise register data from Member States as evidence where the register data of those Member States are subject to a functionally equivalent level of preventive scrutiny before they are entered into the register of the Member State concerned, taking into account objective criteria such as the reliability of identity and legality checks. Member States shall notify the Commission of any registers whose data shall not be recognised as evidence. The Commission shall publish the list of registers on the portal in all official languages of the Union. |
| Text proposed by the Commission | Amendment |
|---|---|
| (f) the postal or contact address of the company; | (f) the postal or contact address of the company, where such details are recorded in the national register; |
| Text proposed by the Commission | Amendment |
|---|---|
| (g) the electronic address of the company; | (g) details of the company website and the electronic address of the company, where such details are recorded in the national register; |
| Text proposed by the Commission | Amendment |
|---|---|
| (j) the status of the company; | (j) the status of the company, such as when it is closed, struck off the register, wound up, dissolved, economically active or inactive as defined in national law and where such details are recorded in the national register; |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that each company listed in Annexes II and IIB may obtain its EU Company Certificate in electronic format free of charge at least once per calendar year. | Member States shall ensure that each company listed in Annexes II and IIB as well as third parties, including authorities, which need reliable essential information about companies, may obtain its EU Company Certificate in electronic format free of charge. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that, in order to carry out procedures in another Member State in the context of this Directive, companies listed in Annexes II and IIB may use a standard model of the digital EU power of attorney in accordance with this Article to authorise a person to represent the company. | Member States shall ensure that, in order to carry out procedures in another Member State within the scope of this Directive, companies listed in Annexes II and IIB may use a standard model of the digital EU power of attorney in accordance with this Article to authorise a person to represent the company. |
| Text proposed by the Commission | Amendment |
|---|---|
| The digital EU power of attorney shall be drawn up and revoked in accordance with national legal and formal requirements. The national requirements for drawing up the digital EU power of attorney shall at least include the verification of the identity, legal capacity and authority to represent the company of the person granting the power of attorney. | The digital EU power of attorney shall be drawn up and revoked in accordance with national legal and formal requirements. The national requirements for drawing up the digital EU power of attorney shall at least include the verification of the identity, legal capacity and authority to represent the company of the person granting the power of attorney. In addition, the digital EU power of attorney shall be signed by the person granting the EU power of attorney using qualified electronic signatures. In cases where the digital EU power of attorney is certified or authenticated, the certifying or authenticating authority shall use a qualified electronic signature or seal, including its specific attributes in accordance with Regulation (EU) No 910/2014. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that any amendment and any revocation of the digital EU power of attorney is disclosed in the file referred to in Article 16(1) and in accordance with Article 16(2) and (3). |
| Text proposed by the Commission | Amendment |
|---|---|
| 3. Member States shall ensure that the companies referred to in paragraph 1 file the digital EU power of attorney, any amendment to it, and any revocation, with the register where the company is registered. | 3. Member States shall ensure that the companies referred to in paragraph 1 file the digital EU power of attorney, any amendment to it, and any revocation, with the register where the company is registered, within a maximum of five working days. That register shall thoroughly and comprehensively check the authenticity of the digital EU power of attorney by technical means in accordance with Regulation (EU) No 910/2014. |
| Text proposed by the Commission | Amendment |
|---|---|
| 5. The Commission shall publish the standard model of the digital EU power of attorney on the portal in all official languages of the Union. | 5. The Commission shall publish the standard model of the digital EU power of attorney on the portal in all official languages of the Union. The digital EU power of attorney shall include provisions on: |
| (a) the type of representation, whether it is individual or joint, and, if it is joint, with whom the representation is shared; | |
| (b) any restrictions on self-dealing or multiple representation; | |
| (c) the scope of the digital EU power of attorney and information, including on the following: | |
| (i) formation of companies; | |
| (ii) changes to the articles of association of companies; | |
| (iii) registration of branches; | |
| (iv) cross-border conversions; | |
| (v) cross-border mergers and divisions. |
| Text proposed by the Commission | Amendment |
|---|---|
| 4. If the authenticity of the copies and extracts of documents and information is not confirmed, the requesting authority may decide not to accept them. | 4. The requesting authority may decide not to accept the copies and extracts of documents and information only if their authenticity and accuracy is not confirmed by the register from which it requests information pursuant to paragraph 2. |
| Text proposed by the Commission | Amendment |
|---|---|
| Member States shall ensure that where a company listed in Annexes II or IIB registers a branch in another Member State, the register where the branch is being registered shall retrieve through the system of interconnection of registers the documents and information about the company relevant for the procedure of registration available in the register of the Member State where that company is registered, and the company shall not be requested to provide those. The register may also retrieve the EU Company Certificate under Article 16b. Member States shall also apply this paragraph to any other forms of registration of branches than fully online. | Member States shall ensure that where a company listed in Annexes II or IIB registers a branch in another Member State, the register where the branch is being registered shall retrieve through the system of interconnection of registers the documents and information about the company relevant for the procedure of registration available in the register of the Member State where that company is registered, and the company shall not be requested to provide those. The register may also retrieve the EU Company Certificate under Article 16b. Member States shall also apply this paragraph to any other forms of registration of branches than fully online. Documents or information transmitted as part of electronic communication through the system of interconnection of registers shall not be denied legal effect or be considered inadmissible solely on the ground that they are in electronic form. They shall have the same legal effect as that provided by the register of the Member State where the company in question is registered. |
Back matter, 1
Parts that accompany the text rather than belong to it: explanatory statement, annexes, opinions appended by other committees. Collapsed.
Explanatory statement 11 blocks
The Rapporteur welcomes the Commission’s proposal for a Directive upgrading the use of digital tools and processes in company law. The Rapporteur recognises the importance of addressing the developments in digitalisation and technology of the recent years and believes that the changes to how businesses register, companies and authorities operate and communicate on company law-related issues need to be reflected in the EU legal framework.
In the view of the Rapporteur, the main aim of this proposal should be a reduction in administrative burden for companies in order for them to fully benefit from a harmonised, integrated and digitalised single market, without administrative barriers.
The Rapporteur believes that the legality of company law transactions, the protection of reliable public registers and the prevention of illegal activities require the correct and secure identification of the participants to company law transactions as well as the verification of their legal capacity. The reliable identification of the customer in line with the know-your-customer principle under AML/CFT rules is the prerequisite for any AML/CFT customer due diligence obligations and thus any ML/TF prevention.
The Rapporteur does not agree with placing new obligations and unnecessary burdens on companies and therefore opposes the Commission proposal to place parent companies under the obligation to update or confirm the group information, at least once per year.
The Rapporteur believes that companies should be encouraged to apply for an EU Company Certificate and therefore opposes the idea that Member States require a fee from companies for obtaining an EU Company Certificate.
The Rapporteur believes that the EU power of attorney should be signed using qualified electronic signatures or in case the digital EU power of attorney is certified or authenticated, the certifying or authenticating authority should use qualified electronic signatures or seals. Once filed, the digital EU power of attorney should be deemed to be valid in its published in the register form. Any amendment or revocation of the EU power of attorney has to be published in the register.
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Sources & citation
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- Data source
- Licensed CC BY 4.0.
- Retrieved
- 25 September 2026
Cite as
European Parliament (2023). “DRAFT REPORT 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”. Text, 19 July 2023. docId JURI-PR-751881. EU Parl Watch Research. https://news.eu-parl.st-solutions.dev/texts/JURI-PR-751881 (retrieved 25 September 2026). Data: EP Open Data API: document record, https://data.europarl.europa.eu/api/v2/documents/JURI-PR-751881 (CC BY 4.0).
BibTeX
@misc{epw-text-juri-pr-751881,
author = {{European Parliament}},
title = {{DRAFT REPORT 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}},
year = {2023},
date = {2023-07-19},
howpublished = {\url{https://news.eu-parl.st-solutions.dev/texts/JURI-PR-751881}},
url = {https://news.eu-parl.st-solutions.dev/texts/JURI-PR-751881},
urldate = {2026-09-25},
publisher = {EU Parl Watch Research},
note = {Text. docId JURI-PR-751881. Data: EP Open Data API: document record (CC BY 4.0)}
}