What changed between the draft committee report and the plenary report

Introduction

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.

Complementary public electronic controls of identity, legal capacity and legality

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.

No additional administrative burdens on companies through yearly confirmations of group information

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.

No fees for obtaining an EU Company Certificate

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.

EU power of attorney

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.